UNITY ADVISORY SERVICES PRIVATE LIMITED 20… · Unity Advisory Services Private Limited, ... the rights, duties and powers of the Debenture Trustee and the terms and ... Group or

Dated March 10, 2017

UNITY ADVISORY SERVICES PRIVATE LIMITED

as the Company

and

lOBI TRUSTEESHIP SERVICES LIMITED

as the Debenture Trustee

DEBENTURE TRUST DEED

TABLE OF CONTENTS

Contents Page

1 DEFINITIONS AND INTERPRETATION ..................................................................................... 3

2 APPOINTMENT OF THE DEBENTURE TRUSTEE, SETTLEMENT OF TRUST AND

EFFECTIVE DATE ..........................................................................•... u .............................. ~. 28

3 ISSUE OF DEBENTURES ....••....................•...........................••.•...•..•...••.••...••......•....••............. 29

4 COVENANT TO PAY AND USE OF PROCEEDS ......................•....•••••.......•..•.•.•••••••••.......••...• 29

5 LISTING AND CREDIT RATING .....................................•.•............••.•...............•.....••.•..•..•..•.•.•• 30

6 SECURITY AND SECURITY PROVIDERS ..................•....•..•....•.•.•••••......•..•..•...•..••••....•..•.•••..• 30

7 CONDITIONS ............................................................................................................................ 31

8 CASH ASSETS ......................................................................................................................... 31

9 EARLY REDEMPTION .............................................................................................................. 32

10 EVENTS OF DEFAULT AND REMEDIES ...•.....•..••.•..•..•••.......•••••••.•.....•..••••••••••••.•..•••••••••••••• 32

11 COMPANY'S REPRESENTATIONS AND COVENANTS ........•.............•••...•..••.•...••••••••••••.•••• 37

12 DEBENTURE REDEMPTION RESERVE ............................................................................... 37

13 POWERS AND DUTIES OF THE DEBENTURE TRUSTEE .................................................. 37

14 RIGHTS OF DEBENTURE TRUSTEE ................................................................................... 42

15 RETIREMENT AND REMOVAL OF DEBENTURE TRUSTEE .............................................. 44

16 INFORMATION, MEETINGS AND OTHER DUTIES OF DEBENTURE TRUSTEE ..••.••••••.•• 45

17 DEBENTURE TRUSTEE'S REMUNERATION .....................•..•........•..•••••••..•..••.•...•....••••.•.... 46

18 MODIFICATIONS TO THIS DEED ..................•...................•......•.•..••.•••.•.........•.•.•.•.••..•.•....•.•. 47

19 CALCULATIONS AND CERTIFICATES ................................................................................. 47

20 PARTIAL INVALIDITY ............................................................................................................ 48

21 REMEDIES AND WAIVERS ................................................................................................... 48

22 APPOINTMENT OF DEBENTURE TRUSTEE AS ATTORNEY OF THE COMPANY ••••••.•••. 48

23 ASSIGNMENT .................•...................................................•.••.........•...•..•...............•..•.•..•..•...• 49

24 NOTICES .......•........•...•...•.......................................•..............•................•....................•..•........ 49

25 TAX .......................................................................................................................................... 5o

26

27 GOVERNING LAW ......................................................................•..•...•...........••..•..•.......•.••.•••. 51

28 ENFORCEMENT .................................................................................•.....••......•..•.•....••.•..•...•. 51

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Bank/Branch: PNB/BKC BANDRA ( 7 53 8 ) 16146706686071 16146706686071

Pmt Txn id : 080317M401613 Stationery No:

Pmt DtTime : 08-03-2017@12:23:09 Print DtTime: 08-03-2017@17:04:58

ChallanidNo: 03006172017030850150 GRAS GRN MH009161647201617S

7101/MUMBAI Office Name IGR182/BOM1_MUMBAI District

StDuty Schm: StDuty Amt :

0030044601-75/Sale of Other NonJudicial Stamps SoS R 25,01,500/-(Rs Two Five, Zero One, Five Zero Zero only)

RgnFee Schm: RgnFee Amt :

Article 27/Debenture Consideration: R 2,00,00,00,000/

Prop Mvblty: N.A Prop Descr : JINDAL MANSION,5A,DR. G. DESHMUKH,MARGMUMBAI,Maharashtra

Duty Payer: Other Party:

(PAN-AABCU6894Q) UNITY ADVISORY SERVICES PRIVATE LIMITED (PAN-AAACI8912J IDBI TRUSTEESHIP SERVICES LIMITED

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CITY

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1

THIS DEBENTURE TRUST DEED (this "Deed") is made on this 1Oth day of March .2017 at

Mumbai

BETWEEN

Unity Advisory Services Private Limited, a company incorporated under the provisions of the

(Indian) Companies Act, 1956 with corporate identification number U65993MH2005PTC152325 and having its registered office at Jindal Mansion, SA, Dr. G. Deshmukh Marg, Mumbai - 400 026, India (the "Company");

AND

lOBI Trusteeship Services Limited, a company incorporated under the provisions of the (India~) Companies Act, 1956 having its registered office at Asian Building, 17, R Kamani Marg, Ballard Estate Mumbai- 400 001, India as Debenture Trustee for the Debenture Holders (the "Debenture Trustee").

WHEREAS:

e-SBTR IS VALiD UPTO SIX MONTHS FHOf\~ THE DATE OF PAYMENT.

1. The authorised, issued, subscribed and paid up share capital of the Company as on the d~te of this Deed is as follows:

Authorised Capital INR 151,500 divided into 15,150 equity shares of nominal value INR 10 each.

Issued, Subscribed and Paid Up Capital INR 151,500 divided into 15,150 equity shares of nominal value INR 10 each.

2. The Company is engaged in the business of rendering advisory services in the areas of corporate planning, management, technical, industrial, commercial, investment, market survey, project engineering, administration, production, computer software, operational research, real estate, civil, material and cost control, taxation, import, export, foreign exchange management, marketing, advertising, recruitment/training, placements, personnel/labour/ man power planning, technical analysis of data, preparation of feasibility studies, project reports, system studies, technical know-how, plant design, plant operation, procurement, management, supervision, production in all types of industries and for that to . enter into any kind of contracts, undertaking or agreement with all kinds of bodies corporate, banks, government, semi-government, municipal and public sector undertakings whether incorporated or not.

3. The Company will, pursuant to the authority granted by the resolutions of its board of directors passed at its meeting held on February 6, 2017 and to be passed at allotment meetings on or after the date of this Deed and the resolutions of its shareholders passed at a meeting held on February 15, 2017, issue and allot up to (A) 500 rated, listed, zero coupon, redeemable, non-convertible debentures of the nominal value of INR 1,000,000 each, aggregating to not more than INR 500,000,000 having a term of thirty eight months, on the Terms and Conditions in dematerialised form and listed on the Wholesale Debt Market Segment of the BSE pursuant to this Deed and in terms of the Information Memorandum ("Tranche A Debentures"); and (B) 1,500 rated, listed, zero. coupon, redeemable, non-convertible debentures of the nominal value of INR 1,000,000 each, aggregating to not more than INR 1,500,000,000 having a term of forty:·one months, on the Terms and Conditions in dematerialised form and listed on the Wholesale Debt Market Segment of the BSE pursuant to this Deed and in terms of the Information Memorandum ("Tranche B Debentures"). The Debentures shall have the benefit of security created over certain Shares owned by the Pledgors. However, the Debentures do not constitute "secured debentures" for the purposes of Section 71 (3) of the Companies Act, 2013 and the rules issued thereunder.

4. The Company has obtained the Debenture Trustee's consent to act as debenture trustee for the Debenture Holders by a letter reference no : 75131TSUOPRICU16-17/DEB/1174 dated February 27, 2017.

5. Under the Terms and Conditions, it is required that the Debt shall be secured by pledges to be created by the Pledgors over specified Shares held by them in favour of the Debenture Trustee for the benefit of the Secured Parties in terms of the Pledge Agreement.

6. The Pledgers are the legal and beneficial owners of the specifi.ed Shares required to be pledged in favour of the Debenture Trustee, free and clear of all Encumbrances.

7. The Rating Agency has rated the Debentures as "BWR A (SO)" by its letter dated February 27, 2017.

2

8. This Deed sets out the terms and conditions on which the Debentures are being issued,

the rights, duties and powers of the Debenture Trustee and the terms and conditions on which the Charged Assets are to be held and administered by the Debenture Trustee for

the benefit of the Secured Parties.

NOW THIS DEED WITNESSETH as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Deed:

"Acceding Pledgor" means any person (including any person who is part of the Promoter

Group or is a Substitute Pledgor), who accedes to the Pledge Agreement in accordance with Clause 6.2 (Accession of New Pledgors).

"Account Bank" means a Scheduled Bank acceptable to the Debenture Trustee.

"Accelerated Amount" means, for any Debenture on any day, the sum of (a) the Accrued

Amount, and (b) Break Costs.

"Accrued Amount" means, for any Debenture on any day, the sum of (a) the Nominal

Value and (b) the Accrued Premium.

"Accrued Premium" is calculated, for any Debenture on any day, as follows:

AP = [NV x [(1 + Y)t -1]]

Where:

"AP" is the Accrued Premium;

"NV" is the Nominal Value;

"Y" is the Yield;

"t" is the number of Calculation Years (completed as well as incomplete) falling in

the period from (and including) the Pay In Date until (but excluding) the date on

which the Accrued Premium is being calculated; and

"Calculation Year" means, for the first Calculation Year for any Debenture, the

period commencing on (and including) the Pay In Date and ending on (and including) the day prior to the corresponding date in the following calendar year, and for every subsequent Calculation Year for such Debenture, the period commencing on (and including) the day immediately after the last day of the previous Calculation Year and ending on (and including) the day prior to the

corresponding date in the following calendar year, provided that the numeric value

of an incomplete Calculation Year shall be calculated as per the following formula:

F =AlB

Where:

"F" = the number of Calculation Years expressed as a fractional value;

"A" = the number of calendar days that have elapsed since (and including) the first calendar day of that Calculation Year until the date on which the Accrued

~-....-:;~

Premium is being calculated; and

3

"B" = the actual number of calendar days (365 or 366, as the case may be) in that Calculation Year.

"Act" means the (Indian) Companies Act, 1956 , to the extent in force and/or the (Indian) Companies Act, 2013, to the extent in force, as applicable.

"Affiliate" means, in relation to any person:

(a) (in relation to an entity) a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; and

(b) (in relation to an individual) a relative (as defined in the Act) of that person or any entity controlled by that person.

"Applicable Law" means any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Deed or at any time thereafter.

"Articles" means the Articles of Association of the Company.

"Authorisation" means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgment or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Authority intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

"Break Costs" means, on any Calculation Date, an amount per Debenture calculated in accordance with the following formula:

BC = MAX{[{[(FFX1/SFX1)*(1+L 1xAF1) -1] /IF1 minus [(FFX2/SFX2)*(1+L2xAF2)- 1] /IF2} x FV x IF2] I Number of Debentures outstanding, 0}

Where:

"BC" is the Break Costs;

"FFX1" is the USD-INR forward rate on the Pay In Date for delivery on the relevant Final Redemption Date based on the average offer rates quoted by three independent brokers, upon being requested to by the Debenture Trustee (acting on the instructions of the Debenture Holders);

"FFX2" means the interpolated USD-INR forward rate on the applicable Redemption Date (not being the relevant Final Redemption Date) for delivery on the relevant Final Redemption Date based on the average bid rates quoted by three independent brokers, upon being requested to by the Debenture Trustee (acting on the instructions of the Debenture Holders);

4

"SFX1" means the USD-INR spot rate on the Pay In Date (Bloomberg Screen INR

<Gurney> QR <GO> at time 12:00 1ST (RBI Benchmark Rate fix));

"SFX2" means the USD-INR spot rate on the applicable Redemption Date (not

being the relevant Final Redemption Date) (Bloomberg Screen INR <Gurney> QR

<GO> at time 12:00 1ST (RBI Benchmark Rate fix));

"AF1" means the number of days from (and including) the Pay In Date to (but

excluding) the relevant Final Redemption Date, divided by 360;

"AF2" means the number of days from (and including) the applicable Redemption

Date (not being the relevant Final Redemption Date) to (but excluding) the relevant

Final Redemption Date, divided by 360;

"IF1" means the numbers of days from (and including) the Pay In Date to (but

excluding) the relevant Final Redemption Date, divided by 365;

"IF2" means the number of days from (and including) the applicable Redemption

Date (not being the relevant Final Redemption Date) to (but excluding) the relevant Final Redemption Date, divided by 365;

"FV" means the Redemption Amount (as on the Final Redemption Date) multiplied

by the number of Debentures outstanding;

"L 1" means the interpolated USD SWAP rate for the period from the Pay In Date to

the relevant Final Redemption Date, on the relevant Deemed Date of Issuance,

available on Bloomberg;

"L2" means the interpolated USD SWAP rate for the period from the applicable

Redemption Date (not being the relevant Final Redemption Date) to the relevant

Final Redemption Date, on the applicable Redemption Date (not being the relevant

Final Redemption Date), available on Bloomberg.

"BSE" means the BSE Limited.

"BSE Exchange Day" means a day (other than a Saturday or a Sunday) on which BSE is

open for trading of shares.

"Business Day" means a day (other than a Saturday or a Sunday) on which banks are

open for general business in Mumbai.

"Calculation Date" means any day falling on or after the date of this Deed.

"Cash Account" means each INR denominated sweep-in savings account in the name of

a Pledgor with the Account Bank (or any other account being a renewal, redesignation or

replacement of that account as the Account Bank may from time to time specify by notice

in writing to the relevant Pledgor and the Debenture Trustee).

"Cash Account Date" has the meaning given to it in Clause 8 (Cash Assets).

"Cash Assets" means all of the relevant Pledgor's rights, title, interest and benefits in, to

and under the Cash Account, the Cash Fixed Deposits and all amounts standing to the credit of the Cash Account.

Account Bank may from time to time specify by notice in writing to the relevant Pledgor and the Debenture Trustee).

"CDSL" means the Central Depository Services (India) Limited.

"Change of Control" means:

(a) the JSW Group not owning or ceasing to own (directly or indirectly) at least 51 per cent of the issued equity share capital of the Company or not controlling or ceasing to control the Company;

(b) the Promoter Group not owning or ceasing to own (directly or indirectly) at least 75 per cent of the issued equity share capital of each Pledgor or not controlling or ceasing to control each Pledgor;

(c) the Promoter Group not owning or ceasing to own (directly or indirectly) at least 75 per cent of the issued equity share capital of the Company or not controlling or ceasing to control the Company;

(d) the Promoter Group not owning or ceasing to own (directly or indirectly) at least 26 per cent of the issued equity share capital of JSW Steel or not controlling or ceasing to control JSW Steel;

(e) the Promoter Group not owning or ceasing to own (directly or indirectly) at least 51 per cent of the issued equity share capital of JSW Energy or not controlling or ceasing to control JSW Energy;

(f) the JSW Group not managing or ceasing to manage the Company, JSW Steel or JSW Energy; or

(g) the Promoter Group not managing or ceasing to manage any Pledgor.

"Change in Law Event" means, on or after the date of this Agreement upon occurrence of either of (a) or (b) below, the Debenture Trustee determines in good faith that on account of either of (a) or (b) below (A) it has become illegal to hold, acquire or dispose of any Debentures or Shares or Security over those Shares or to enforce or take any other steps under the Security Documents; or (B) it will result in a moratorium, stand still, or any event having an analogous effect, on the enforceability of the Security over the Collateral becoming possible:

(a) the adoption of or any change in any applicable law or regulation (including,

without limitation, any tax law); or

(b) any change in the interpretation by any court, tribunal or regulatory authority with

competent jurisdiction of any applicable law or regulation (excluding any tax law

and taxing authority).

"Charged Assets" means the assets charged, pledged or otherwise made the subject of Security pursuant to the Transaction Documents (including, for the avoidance of doubt, the Collateral Shares).

"Collateral" means the JE Collateral and JS Collateral.

6

•

"Collateral Event" means a JE Top Up Trigger Event, a JS Top Up Trigger Event or a

Restructuring Event.

"Collateral Shares" means on any Calculation Date, the JE Collateral Shares and the JS Collateral Shares as at that date.

"Collateral Switch" shall have the meaning ascribed to the term in Clause 8.3(b) of

Schedule I.

"Compliance Requirements" means any law or regulation of any relevant jurisdiction

relating to terrorism, Sanctions, corruption or money laundering, including, without limitation:

(c) an Executive Order, sanctions administered by OFAC or the U.S. Department of State, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 (CISADA), PL 111-195, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Iran Sanctions Act, PL 104-172, 50 U.S.C. 101, the Trading with the Enemy Act, 50 U.S.C. app. §§ 1 et seq., the U.S.A. Patriot Act and any similar law or regulation

enacted, administered or enforced in the United States;

(d) any similar regulation or sanction enacted, administered or enforced by the United Nations Security Council, the U.K., any institution of the E.U. or any government authority, of an applicable jurisdiction; or

(e) the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or any other applicable anti-corruption law, or rules or regulations thereunder.

"Contested in Good Faith" shall mean, with respect to the payment of Taxes, the satisfaction of each of the following conditions: (i) the validity or amount there of is being diligently contested in good faith by such Person by appropriate proceedings timely instituted; (ii) during the period of such contest, the enforcement of any contested item is effectively stayed by a court or tribunal or by operation of law; (iii) neither such Person nor any of its officers nor any Secured Party or their respective officers is or could be expected to become subject to criminal liability or sanction; and (iv) such contest and any resultant failure to pay or discharge the claimed or assessed amount does not constitute a Material Adverse Effect.

.. Corporate Action" means the occurrence of any of the following events:

(a) any alteration to the nominal amount of a Share by an Operating Company by

reason of any consolidation or subdivision;

(b) issuance of fully paid up shares by an Operating Company to its existing shareholders by way of capitalisation of profits or reserves (including any share premium account fund), but excluding any issuance of warrants or shares in accordance with and pursuant to a employee stock ownership plan;

(c) any capital distribution by an Operating Company to any of its shareholders, including, but not limited to, any cash dividend, any distribution pursuant to a reduction of capital, buy back of shares or redemption of share capital, share premium account fund, or a grant to its shareholders of a right to acquire ca

assets of itself or any of its subsidiaries; jG-=c;,_,er-vic---.s~.

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(d) issuance by an Operating Company of any new shares or any options or warrants to subscribe for new shares at a price which is less than the Share Price on the date of the announcement of the terms of such offer or grant;

(e) issuance by an Operating Company of any securities which by their terms are convertible into or exchangeable for or carry rights of subscription for new shares of the Operating Company (or following modification of such rights) and the total consideration per new share initially receivable for such securities is less than the market price on the date of the announcement of the terms of issue of such securities;

(f) an Operating Company offers or issues any shares at any price which is less than the market price on the date of the announcement of the terms of such offer or issue;

(g) any merger, demerger, amalgamation, corporate reconstruction, stock split, rights issue or bonus issue by an Operating Company;

(h) an Operating Company takes any other action having the effect of diluting the Secured Parties' interests in any Collateral Shares; or

(i) an Operating Company takes any action which has substantially the same

economic effect as the events referred to in paragraphs (a) to (h) above.

"Debentures" means the Tranche A Debentures and the Tranche B Debentures.

"Debenture Holders" means the persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the Register of Beneficial Owners, and "Debenture Holder" means each such person.

"Debenture Trustee Agreement" means the debenture trustee agreement dated on or prior to the date of this Deed entered into between the Company and the Debenture Trustee.

"Debt" means the aggregate of the Accrued Amount, Break Costs, Make Whole Amounts, Overdue Interest, costs, charges, expenses and all present and future moneys, debts and liabilities due, owing or incurred from time to time by the Company to any Secured Party under or in connection with the Debentures, this Deed or any other Transaction Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise).

"Deemed Date of Allotment" means the deemed dates of allotment of the Debentures as set out in the Information Memorandum, being the Pay In Date.

"Default" means an Event of Default or any event or circumstance specified in Clause 1 0 (Events of Default and Remedies) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be an Event of Default.

"Delisting Event" means any corporate action, proceedings or other procedure or step being taken in relation to, or the occurrence of, the following events:

(a) any Shares (or an Operating Company itself) have ceased or (as at a stipulated date) will cease to be listed, traded or publicly quoted on the NSE for any reason·

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8

(b) the trading in any Shares has been suspended for any reason on the NSE for 2 consecutive Trading Days (except as a result of an administrative error);

(c) any Shares are moved to the T2T (Trade to Trade) segment of the NSE; or

(d) any event that disrupts or impairs (as determined by the Debenture Trustee) the ability of market participants in general to effect transactions in, or obtain market values for, the Shares on the NSE.

"Deposit Documents" has the meaning given to it in the Pledge Agreement.

"Depository" means NSDL and/or CDSL, as the context requires.

"Designated Jurisdiction" means any of Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Syria, Libya or any other country or territory to the extent that such country or territory itself is the subject of any trade embargo or other comprehensive prohibition against transaction activity under any Sanction, Compliance Requirement or Export Control Law.

"Designated Person" means a person, vessel or entity:

(a) listed in the annex to, or otherwise the subject of the provisions of, an Executive Order;

(b) named as a "Specially Designated National and Blocked Person" on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list;

(c) owned or controlled by, or acting for or on behalf of, any person referred to in paragraph (a) or (b) above; or

(d) otherwise the subject of any Sanction.

"E.U." means the European Union.

"Early Redemption Amount" means, in respect of a Debenture on an Early Redemption Date an amount equal to the Accelerated Amount, provided however if such redemption is pursuant to an Event of Default arising on account of Clause 1 0.2 which occurs prior to eighteen months after the Deemed Date of Allotment, then an amount equal to the sum of the Accelerated Amount and the Make Whole Amount.

"Early Redemption Date" means any date prior to the Final Redemption Date on which any Debentures are required to be redeemed in accordance with this Deed pursuant to the occurrence of:

(a) an FPI Redemption Event; or

(b) an Event of Default, in relation to which an acceleration notice under Clause 10.24 (a) has been issued by the Debenture Trustee.

"Effective Date" means, in relation to each tranche of the Debentures, the closing date of the Issue of such tranche of Debentures, as setout in the Information Memorandum.

"Encumbrance" means any Security, Quasi-Security, Non Disposal Arrangement, claim, option, power of sale in favour of a third party, retention of title, lock-in, vendor's lien, right of pre-emption, right of first refusal or other third party right or security interest (whether

"Event of Default" means an event of default as set out in Clause 10 (Events of Default and Remedies).

"Exchange Day" means a day (other than a Saturday or a Sunday) on which either Exchange is open for trading of the Shares.

"Exchanges" means BSE and NSE.

"Executive Order'' means any U.S. Executive Order issued and in effect in connection with restrictions on the export of goods or economic or trade sanctions.

"Export Control Laws" means:

(a) any law or regulation of an applicable jurisdiction which:

(i) restricts the export of goods (whether directly or indirectly) to or the rendering of services in a country which is not a member of the E.U.; or

(ii) imposes other economic or financial sanctions on a country which is not a member of the E.U.;

(b) Council Regulation (EC) No 428/2009 (as amended by subsequent regulations), Council Regulation (EC) No 423/2007 (as amended by subsequent regulations), Council Regulation (EC) No 961/2010 (as amended by subsequent regulations) and any other regulation or measure of the E.U. or one of its institutions which:

(i) restricts the export of goods (whether directly or indirectly) to or the rendering of services in a country which is not a member of the E.U.; or

(ii) imposes other economic or financial sanctions on a country which is not a member of the E.U.; and

(c) any law or regulation of the United States that restricts the export of goods for national security or foreign policy purposes or imposes economic and trade sanctions, including the U.S. Export Administration Regulations.

"Extraordinary Resolution" means:

(a) a resolution passed at a Meeting of the Debenture Holders; or

(b) written instructions given,

by a majority representing not less than 66.67% of the aggregate nominal value of the outstanding Debentures.

"Fee Letter" means a fee letter reference no 7513/ITSUOPR/CU16-17/DEB/1174, dated February 27, 2017 entered into between the Company and the Debenture Trustee.

"Final Redemption Date" in relation to Tranche A Debentures, means the date falling thirty eight months after the Deemed Date of Allotment and in relation to Tranche B Debentures, means the date falling forty one months after the Deemed Date of Allotment.

"Financial Indebtedness" means any indebtedness for or in respect of:

(a) moneys borrowed;

(b)

(c) any amount raised pursuant to any note purchase facility or the issue of bonds,

notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price including any credit support arrangement in respect thereof (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) shares (or any instruments convertible into shares) which are expressed to be

redeemable or the subject of a put option or any form of guarantee;

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and ·

0) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

"Financial Quarter'' means a period commencing on the day immediately following one

Quarter End Date and ending on (and including) the next Quarter End Date.

"FPI" means Foreign Portfolio Investor as registered with the Securities and Exchange Board of India under the SEBI (Foreign Portfolio Investors) Regulations, 2014, as amended or replaced from time to time.

"FPI Redemption Event" means the occurrence of both of the following events:

(a) the Company failing to list the Debentures (or part thereof) on the Wholesale Debt Market segment of the BSE within 15 days from the Deemed Date of Allotment; and

(b) any Debenture Holder (who is an FPI and an initial subscriber to the Debentures) does not sell those Debentures to any eligible investor as contemplated under the regulations and circulars issued by the RBI and SEBI.

"GAAP" means generally accepted accounting principles, standards and practices in India.

"Governmental Authority" means any:

(a) government (central, state or otherwise) or sovereign state;

(b) any governmental agency, semi-governmental or judicial or quasi-judicial or regulatory or administrative entity, department or authority, or any political subdivision thereof; or

(c) international organization, agency or authority,

including, without limitation, any stock exchange or any self-regulatory established under any Applicable Law.

11

"Group Debt Event" means the aggregate Share Backed Financial Indebtedness of the JSW Group exceeding 40% of the aggregate market value of all JSW Steel Shares and JSW Energy Shares held by all members of the JSW Group unless the prior written consent of the Debenture Trustee, acting on the instructions of majority representing not less than 66.67% of the aggregate nominal value of the outstanding Debentures, has been obtained by the Company.

"Holding Company" has the meaning given to the term "holding company" in the Act.

"Indirect Tax" means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature.

"Information Memorandum" means an information memorandum dated on or about the date of this Deed issued by the Company .

"Initial Contribution" has the meaning given to it in paragraph (a) of Clause 2.2 (Settlement of Trust).

"Initial Cover Date" means the Business Day falling immediately before the Pay In Date in respect of the Debentures to be issued and allotted.

"INR" or "Rs." or "Rupees" means the lawful currency of the Republic of India.

"Issue" in relation to each tranche of Debentures, means the issue of such tranche of Debentures in accordance with the terms of this Deed and the Information Memorandum.

"JE Collateral" means, in relation to any JE Collateral Shares, collectively, the JE Collateral Shares together with all instruments, consents, approvals, permissions, noobjections, confirmations, agreements, deeds and documents delivered or required to be delivered or deemed to be delivered in connection with the creation and perfection of the Pledge over such JE Collateral Shares, and all rights and accretions in connection therewith or accruing thereto and proceeds arising there from for the time being and from time to time, any distributions received and/or to be received and ·moneys paid or payable in connection with the JE Collateral Shares, including but not limited to:

(a) Dividends paid or payable and/or other distributions made or to be made (whether in cash or otherwise) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for such JE Collateral Shares;

(b) Dividends and other distributions paid or payable (whether in cash or otherwise) in respect of or in connection with any liquidation or dissolution or amalgamation or in connection with a reduction of capital in JSW Energy or JSW Steel (if JE Collateral Shares includes JSW Steel Shares);

(c) cash and other distributions paid, payable or otherwise distributed in respect of a buy-back of, or in exchange for, such JE Collateral Shares;

(d) any indemnity, warranty or guarantee, payable by reason of loss to or otherwise with respect to any of the JE Collateral; and

(e) all the right, title, interest, benefit, claims, demands of the relevant Pledgor, both present or future, in respect of or otherwise in connection with such JE Collateral Shares,

12

and at any time held or to be held by the Debenture Trustee or its Delegates in

accordance with the provisions of the Pledge Agreement.

"JE Collateral Cover" means, on any Calculation Date, the value calculated in accordance

with the following formula and expressed as a percentage:

JECC = [JECV/(OA-A)] X 100

where:

"JECC" means the JE Collateral Cover on that Calculation Date;

"JECV" means the JE Collateral Value on that Calculation Date provided that if a

JE Top Up Trigger Event has occurred on the immediately preceding Calculation Date, the JE Collateral Value shall be calculated as if all additional JSW Energy

Shares and/or JSW Steel Shares required to be pledged pursuant to subparagraph (b) of Paragraph 8.2 (Top Up Trigger Event) of Schedule 1 (Terms and

Conditions) in respect of the JE Top Up Trigger Event have been pledged and form

part of the J E Collateral Shares;

"A" means the sum of (i) the aggregate amount standing to the credit of the Cash

Account, and (ii) the present value of the aggregate amounts standing to the credit

of the Cash Fixed Deposits, in each case as at 3 p.m. on that Calculation Date; and

''OA" means the aggregate amount of Debt as at that Calculation Date provided that: (a) the Accrued Premium shall be calculated as at that Calculation Date; and

(b) where the JE Collateral Cover is being calculated as at the Initial Cover Date, such calculation shall be made as if all the Debentures have already been paid for

and allotted.

"JE Collateral Cover (JE)" means, on any Calculation Date, the value calculated in

accordance with the following formula and expressed as a percentage:

JECC (JE) = [JECV (JE)/(OA-A)] X 100 where:

"JECC (JE)" means the JE Collateral Cover (JE) on that Calculation Date,

JECV (JE)" means the JE Collateral Value (JE) on that Calculation Date provided

that if a JE Top Up Trigger Event has occurred on the immediately preceding Calculation Date, the JE Collateral Value (JE) shall be calculated as if all additional JSW Energy Shares required to be pledged pursuant to sub-paragraph (b) of Paragraph 8.2 (Top Up Trigger Event) of Schedule 1 (Terms and Conditions) in

respect of the JE Top Up Trigger Event have been pledged and form part of the JE Collateral Shares,


Account, and (ii) the present value of the aggregate amounts standing to the credit of the Cash Fixed Deposits, in each case as at 3 p.m. on that Calculation Date; and

"OA" means the aggregate amount of Debt as at that Calculation Date provided that: (a) the Accrued Premium shall be calculated as at that Calculation Date; and (b) where the JE Collateral Cover is being calculated as at the Initial Cover Date, such calculation shall be made as if all the Debentures have already been paid for and allotted.

13

"JE Collateral Shares" means, on any date, (i) the JSW Energy Shares pledged in favour of the Debenture Trustee pursuant to the Pledge Agreement as at such date but shall exclude any JSW Energy Shares pledged in favour of the Debenture Trustee pursuant to this Deed that have been pledged by a Pledgor in respect of whom a Pledgor CIRP Application Event has occurred, and (ii) the JSW Steel Shares that have been included in the JE Collateral Shares pursuant to this Deed but shall exclude any JSW Steel Shares pledged in favour of the Debenture Trustee pursuant to this Deed that have been pledged by a Pledgor in respect of whom a Pledgor CIRP Application Event has occurred.

"JE Collateral Value" means, on any Calculation Date, the aggregate value of the JE Collateral Shares calculated in accordance with the following formula:

JECV = (SP(JE) X CS(JE-JE)) + (SP(JS) X CS(JS-JE)) where:

"JECV" means the JE Collateral Value on that Calculation Date;

"SP(JE)" means the Share Price of JSW Energy Shares as at that Calculation Date;

"CS(JE-JE)" is the aggregate number of JSW Energy Shares forming part of the JE Collateral Stiares as at that Calculation Date,

"SP(JS)" means the Share Price of JSW Steel Shares as at that Calculation Date; and

"CS(JS-JE)" is the aggregate number of JSW Steel Shares forming part of the JE

Collateral Shares as at that Calculation Date.

''JE Collateral Value (JE)" means, on any Calculation Date, the aggregate value of JSW Energy Shares forming part of the JE Collateral Shares calculated in accordance with the following formula:

JECV (JE) = (SP(JE) X CS(JE-JE)) where:

"JECV (JE)" means the JE Collateral Value (JE) on that Calculation Date;

"SP(JE)" means the Share Price of JSW Energy Shares as at that Calculation Date;

"CS(JE-JE)" is the aggregate number of JSW Energy Shares forming part of the JE

Collateral Shares as at that Calculation Date.

"JE Collateral Value (JS)" means, on any Calculation Date, the aggregate value of JSW Steel Shares forming part of the JE Collateral Shares calculated in accordance with the following formula:

JECV (JS) = (SP(JS) X CS(JS-JE)) where:

"JECV (JS)" means the JE Collateral Value (JS) on that Calculation Date;

"SP(JS)" means the Share Price of JSW Steel Shares as at that Calculation Date; and

"CS(JS-JE)" is the aggregate number of JSW Steel Shares forming part of the JE Collateral Shares as at that Calculation Date.

"JE Extraordinary Dividend Amount" means, in any financial year:

(a) in respect of the first JE Dividend Announcement in such financial year that results in the aggregate declared cash dividend amount per JSW Energy Share exceeding INR 10, an amount equal to the product of (i) the amount of dividend per JSW Energy Share declared in such JE Dividend Announcement and (ii) the number of JSW Energy Shares forming part of the JE Collateral Shares; and

(b) in respect of each subsequent JE Dividend Announcement in the same financial year, an amount equal to the product of (i) the amount of dividend per JSW Energy Share declared in such JE Dividend Announcement and (ii) the number of JSW Energy Shares forming part of the JE Collateral Shares.

By way of illustration only:

If in a financial year, four JE Dividend Announcements are made for INR 3, 4, 5 and 6 per JSW Energy Share, then each of the following will be JE Extraordinary Dividend Amounts: (i) INR 5 x number of JSW Energy Shares forming part of the JE Collateral Shares, and (ii)

INR 6 x number of JSW Energy Shares forming part of the JE Collateral Shares.

"JE Initial Collateral Shares" means the JE Collateral Shares as on the Initial Cover Date.

"JE Share Price Event A" means the Share Price of JSW Energy falling to or below INR 42 but being higher than INR 38.

"JE Share Price Event B" means the Share Price of JSW Energy falling to or below INR 38 but being higher than INR 33.

"JE Share Price Event C" means the Share Price of JSW Energy falling to or below INR

33.

"JE Share Top-Up" has the meaning given to it in sub-paragraph (b) of Paragraph 8.2 (Top

Up Trigger Event) of Schedule 1 (Terms and Conditions).

"JE Tender Offer" means a tender offer in relation to JSW Energy Shares or any other event which results in the free float of JSW Energy (being the number of total issued and outstanding JSW Energy Shares minus the number of JSW Energy Shares held by the Promoter Group) being reduced by more than 25°/o as compared to the free float at the Pay In Date.

"JE Top Down Trigger Event" means, on any Trading Day, the JE Collateral Cover being 11 0°/o or more on that Trading Day and on each of the four consecutive Trading Days falling immediately prior to that Trading Day.

"JE Top Up Collateral Shares" has the meaning given to it in sub-paragraph (a) of Paragraph 8.3 (Top Down Trigger Event) of Schedule 1 (Terms and Conditions).

"JE Top Up Trigger Event" means the JE Collateral Cover being 90% or less on any Calculation Date.

"JS Collateral" means, in relation to any JS Collateral Shares, collectively, the JS Collateral Shares together with all instruments, consents, approvals, permissions, noobjections, confirmations, agreements, deeds and documents delivered or required to be delivered or deemed to be delivered in connection with the creation and perfection of the

15

~;;;;..;;;~

time to time, any distributions received and/or to be received and moneys paid or payable

in connection with the JS Collateral Shares, including but not limited to:

(a) Dividends paid or payable and/or other distributions made or to be made (whether in cash or otherwise) in respect of, and instruments and other property received,

receivable or otherwise distributed in respect of, or in exchange for such JS

Collateral Shares;

(b) Dividends and other distributions paid or payable (whether in cash or otherwise) in

respect of or in connection with any liquidation or dissolution or amalgamation or in

connection with a reduction of capital in JSW Steel;

(c) cash and other distributions paid, payable or otherwise distributed in respect of a

buy-back of, or in exchange for, such JS Collateral Shares;

(d) any indemnity, warranty or guarantee, payable by reason of loss to or otherwise

with respect to any of the JS Collateral; and

(e) all the right, title, interest, benefit, claims, demands of the relevant Pledgor, both present or future, in respect of or otherwise in connection with such JS Collateral

Shares,

and at any time held or to be held by the Debenture Trustee or its Delegates in accordance

with the provisions of the Pledge Agreement.

"JS Collateral Cover'' means, on any Calculation Date, the value calculated in accordance

with the following formula and expressed as a percentage:

JSCC = [JSCV/(OA-A)] X 1 00

where:

"JSCC" means the JS Collateral Cover on that Calculation Date;

"JSCV" means the JS Collateral Value on that Calculation Date provided that if a JS Top Up Trigger Event has occurred on the immediately preceding Calculation Date, the JS Collateral Value shall be calculated as if all additional JSW Steel Shares required to be pledged pursuant to sub-paragraph (d) of Paragraph 8.2 (Top Up Trigger Event) of Schedule 1 (Terms and Conditions) in respect of the JS

Top Up Trigger Event have been pledged and form part of the JS Collateral Shares;


Account, and (ii) the present value of the aggregate amounts standing to the credit

of the Cash Fixed Deposits, in each case as at 3 p.m. on that Calculation Date; and

"OA" means the aggregate amount of Debt as at that Calculation Date provided that: (a) the Accrued Premium shall be calculated as at that Calculation Date; and

(b) where the JS Collateral Cover is being calculated as at the Initial Cover Date, such calculation shall be made as if all the Debentures have already been paid for and allotted.

Trustee pursuant to this Deed that have been pledged by a Pledgor in respect of whom a

Pledgor CIRP Application Event has occurred.

IIJS Collateral Value" means, on any Calculation Date, the aggregate value of the JS

Collateral Shares calculated in accordance with the following formula:

JSCV = (SP(JS) X CS(JS))

where:

IIJSCV" means the JS Collateral Value on that Calculation Date;

IISP(JS)" means the Share Price of JSW Steel Shares as at that Calculation Date;

and

11CS(JS)" is the aggregate number of JS Collateral Shares as at that Calculation

Date.

IIJS Dividend Announcement" means, in any financial year, each declaration of dividend

in respect of JSW Steel Shares.

II JS Extraordinary Dividend Amount" means, in any financial year:

(a) in respect of the first JS Dividend Announcement in such financial year that results

in the aggregate declared cash dividend amount per JSW Steel Share exceeding INR 5, an amount equal to the product of (i) the amount of dividend per JSW Steel Share declared in such JS Dividend Announcement and (ii) the sum of (a) the number of JSW Steel Shares forming part of the JE Collateral Shares and (b) the number of JS Collateral Shares; and

(b) in respect of each subsequent JS Dividend Announcement in the same financial year, an amount equal to the product of (i) the amount of dividend per JSW Steel Share declared in such JS Dividend Announcement and (ii) the sum of (a) the number of JSW Steel Shares forming part of the JE Collateral Shares and (b) the number of JS Collateral Shares.

By way of illustration only:

If in a financial year, four JS Dividend Announcements are made for INR 1.5, 2, 2.5 and 3 )

per JSW Steel Share, then each of the following will be JS Extraordinary Dividend Amounts: (i) INR 2.5 x the sum of (a) the number of JSW Steel Shares forming part of the JE Collateral Shares and (b) the number of JS Collateral Shares, and (ii) INR 3 x the sum of (a) the number of JSW Steel Shares forming part of the JE Collateral Shares and (b) the number of JS Collateral Shares.

IIJS Initial Colla.teral Shares" means the JS Collateral Shares as on the Initial Cover Date.

IIJS Share Price Event A" means the Share Price of JSW Steel falling to or below INR 60 but being higher than INR 52.5.

II JS Share Price Event B" means the Share Price of JSW Steel falling to or below INR 52.5 but being higher than INR 45. ·

IIJS Share Price Event C" means the Share Price of JSW Steel falling to or below INR 45.

IIJS Share Top-Up" has the meaning given to it in sub-paragraph (d) of Paragraph 8.2 (TOll. ~-~

Up Trigger Event) of Schedule 1 (Terms and Conditions).

17

"JS Tender Offer" means a tender offer in relation to JSW Steel Shares (other than a tender offer by JFE Steel Corporation or any of its group companies)or any other event which results in the free float of JSW Steel (being the number of total issued and outstanding JSW Steel Shares minus the number of JSW Steel Shares held by the Promoter Group) being reduced by more than 25% as compared to the free float at the Pay In Date.

"JS Top Down Trigger Event" means, on any Trading Day, the JS Collateral Cover being 110% or more on .that Trading Day and on each of the four consecutive Trading Days falling immediately prior to that Trading Day.

"JS Top Up Collateral Shares" has the meaning given to it in sub-paragraph (b) of Paragraph 8.3 (Top Down Trigger Event) of Schedule 1 (Terms and Conditions).

"JS Top Up Trigger Event" means the JS Collateral Cover being 90% or less on any Calculation Date.

"JSW Energy" means JSW Energy Limited, a company incorporated under the provisions of the (Indian) Companies Act, 1956 with corporate identification number L74999MH1994PLC077041 and having its registered office at JSW Centre, Sandra Kurla Complex, Sandra East, Mumbai 400 051, India.

"JSW Energy Shares" means the fully paid up equity shares of a nominal value of INR 10 each issued by JSW Energy (Bloomberg ticker: JSW IN Equity).

"JSW Group" means Mr. Sajjan Jindal, his wife and children and the companies, entities, firms and other bodies promoted and managed by Mr. Sajjan Jindal, his wife and children (other than (i) the Operating Companies and [(ii) other operating companies of the JSW Group whose principal business is (and whose principal revenue is derived from) undertaking of manufacturing operations, providing port services or sports related activities. ·

"JSW Steel" means JSW Steel Limited, a company incorporated under the provisions of the (Indian) Companies Act, 1956 with corporate identification number L27102MH1994PLC152925 and having its registered office at JSW Centre, Sandra Kurla Complex, Sandra East, Mumbai 400 051, India.

"JSW Steel Shares" means the fully paid up equity shares of a nominal value of INR 1 each issued by JSW Steel (Bloomberg ticker: JSTL IN Equity).

"Listing Agreement" means the agreement entered into between the Company and the BSE for the purpose of listing the Debentures on the Wholesale Debt Market Segment of the BSE.

"Majority Resolution" means:

(a) a resolution passed at a Meeting of the Debenture Holders; or


by a majority representing not less than 51% of the aggregate nominal value of the outstanding Debentures.

"Make Whole Amount" means, in respect of a Debenture, an amount calculated in accordance with the following formula:

MWA = (A) X (B) X (ND/365) X (PV)

18

where:

"MWA" means the make whole amount payable;

"A" means the Yield;

"B" means the nominal value of the Debentures being prepaid by the Company;

"ND" = MAX{O, Number of days elapsed from and including the date of prepayment

to but excluding the date falling 18 months after the Pay In Date for the Debenture

being prepaid); and

"PV" means the present value factor, calculated in accordance with the following

formula:

PV = 1 I [1 + (Rate)"(ND/365)]

where:

"NO" = MAX{O, Number of days elapsed from and including the date of prepayment

to but excluding the date falling 18 months after the Pay In Date for the Debenture

being prepaid); and

"Rate" means the India National Stock Exchange NSE Interbank 3 Month Offer

Rate visible on bloomberg screen NSER03m <lndex><Go>.

"Material Adverse Effect" means a material adverse effect on or a material adverse

change in:

(a) the condition (financial or otherwise), assets, operations, prospects or business of

the Company;

(b) the ability of any Obligor to perform and comply with its obligations under any

Transaction Document;

(c) the validity, legality or enforceability of any Security expressed to be created pursuant to any Security Document or on the priority and ranking of any of that

Security; or

(d) the validity, legality or enforceability of, or the rights or remedies of any party under,

any Transaction Document.

"Meeting of the Debenture Holders" means a meeting of the Debenture Holders, duly

called, convened and held in accordance with the provisions set out in Schedule 2 (Provisions for meetings of the Debenture Holders).

"Memorandum" means the Memorandum of Association of the Company.

"Nominee Director'' has the meaning given to it in Clause 13.6 (Nominee Director).

"Nominal Value" means INR 1,000,000 being the nominal value of each Debenture.

"Non Disposal Arrangement" means any third party escrow or custody arrangements,

non disposal arrangements, blocking instructions, powers of attorney for sale or any arrangement having a similar effect in circumstances where the arrangement or transaction is entered into primarily as a method of assuring the payment or repayment of any Financial Indebtedness.

"NSDL" means the National Securities Depository Limited.

19

"NSE" means the National Stock Exchange of India Limited.

"Obligors" means the Company and each Pledgor and "Obligor" means any of them.

"OFAC" means the Office of Foreign Assets Control of the U.S. Department of the. Treasury.

"Operating Company" means JSW Steel or JSW Energy and "Operating Companies" means both JSW Steel and JSW Energy.

"Original Financial Statements" means in relation to an entity its audited financial statements (both consolidated and non-consolidated) for the financial year ended 31 March 2014.

"Original Pledgors" means the persons whose details are set out in Schedule 9 (Original

Pledgors).

"Overdue Interest" means, for any period, the amount of interest payable on any unpaid sum in respect of the Debentures or which is otherwise due but unpaid under the Transaction Documents, calculated at the Overdue Interest Rate.

"Overdue Interest Rate" means Yield plus 2% per annum.

"Pay In Date" means the date(s) set out in the Information Memorandum as the pay in date(s) on which each applicant for the Debentures is required to make payment to the Company for the Debentures to be allotted to it.

"Permitted Investments" shall have the meaning given to it in Clause 13.5 (Power to invest monies).

"Pledge Agreement" means the pledge agreement entered into between the Pledgors and the Debenture Trustee on or about the date of this Deed for the pledge of Shares by the Pledgors in favour of the Debenture Trustee for the benefit of the Secured Parties.

"Pledge Substitution Notice" means a notice issued by the Company to the Debenture Trustee substantially in the form set out in Schedule 6 (Form of Pledge Substitution Notice) of this Deed.

"Pledgor CIRP Application Event" means the filing of any application in relation to a Pledgor for the initiation of the insolvency resolution process under the Insolvency and Bankruptcy Code, 2016.

"Pledgor CIRP Event Date" means the earlier of (i) the date on which the relevant Pledgor becomes aware of the occurrence of the Pledgor CIRP Application Event or (ii) the Debenture Trustee (acting on the instruction of the Debenture Holders) informing the relevant Pledgor of the occurrence of the Peldgor CIRP Event.

"Piedgors" means the Original Pledgors and Acceding Pledgors and "Pledgor" means any of them.

"Pledge Powers of Attorney" means each irrevocable power of attorney executed by a Pledgor in favour of the Debenture Trustee pursuant to the Pledge Agreement.

"Powers of Attorney" means each Pledge Power of Attorney.

"Promoter Group" means the group of companies managed by Mr. P.R. Jindal, Mr. Sajjan Jindal, Mr. Ratan Jindal and Mr. Naveen Jindal and their respective families.

20

~---.;~

"Proposed Pledgor" has the meaning given to it in Clause 6.2 (Accession of New

Pledgors).

"Quarter End Date" means any of 31 March, 30 June, 30 September and 31 December in any year, as applicable.

"Quasi Security" means a transaction under which any Obligor will:

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other Obligor;

(b) enter into or permit to subsist any title retention arrangement;

(c) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(d) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(e) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising or assuring the payment of indebtedness or of financing the acquisition

of an asset.

"Rating Agency" means Brickwork Ratings India Private Limited.

Record Date "means, in respect of a Debenture, the day falling 3 Business Days before the Redemption Date of that Debenture.

"Redemption Amount" means in respect of each Debenture:

(a) on an Early Redemption Date, the Early Redemption Amount;

(b) on a Restructuring Redemption Date the Restructuring Redemption Amount;

(c) on a Top Up Trigger Redemption Date, the Top Up Trigger Redemption Amount;

(d) on a Voluntary Redemption Date, the Voluntary Redemption Amount; and

(e) on the Final Redemption Date, the Accrued. Amount.

"Redemption Date" means the Final Redemption Date, a Restructuring Redemption Date, an Early Redemption Date, a Top Up Trigger Redemption Date or a Voluntary Redemption Date, as the case may be.

"Reference Calculation Date" has the meaning given to it in sub-paragraph (a) of Paragraph 8.2 (Top Up Trigger Event) of Schedule 1 (Terms and Conditions).

"Register of Beneficial Owners" means the register of beneficial owners of the Debentures maintained in the records of the Depository.

"Release Collateral Shares" has the meaning given to it in paragraph 8.4(b) of Schedule 1 (Terms and Conditions).

"Required Collateral Cover" means 100%.

"Restructuring Event" means the occurrence of any of the following on a Calculation Date:

(a) a Delisting Event;

21

(b) a Tender Offer Event;

(c) a JE Share Price Event A;

(d) a JE Share Price Event B;

(e) a JE Share Price Event C;

(f) a JS Share Price Event A;

(g) a JS Share Price Event B;

(h) a JS Share Price Event C;

(i) a Group Debt Event unless the prior written consent of the Debenture Trustee has been obtained by the Company for Share Backed Financial Indebtedness which results in the occurrence or continuance of such Group Debt Event.

"Restructuring Redemption Amount" means, in respect of each Debenture being prepaid on a Restructuring Redemption Date, in accordance with the Terms and Conditions, an amount equal to the Accelerated Amount for such Debentures.

"Restructuring Redemption Date" means the date falling 2 Business Days after the date of occurrence of a Restructuring Event

"Sanction" means any international economic, financial or trade sanction, imposed, administered or enforced by the United Nations Security Council, the E.U. or any of its member states, the U.S. government, any United States agency or other relevant sanctions authority, including OFAC, the U.S. Department of State, U.K. Foreign and Commonwealth Office, the U.K. Department for Business, Innovation & Skills, Her Majesty's Treasury of the U.K. and the U.S. Bureau of Industry and Security.

"Scheduled Bank" means a bank which has been included in the Second Schedule of Reserve Bank of India Act, 1934.

"SEBI" means the Securities and Exchange Board of India.

"Secured Parties" means the Debenture Holders and the Debenture Trustee.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Security Documents" means:

(a) the Pledge Agreement;

(b) each Pledge Power of Attorney;

(c) the Fee Letter; and

(d) any other document that may be designated as a Security Document by the Debenture Trustee and the Company (including without limitation documents, including a power of attorney, relating to the Cash Account and the Cash Assets),

and "Security Document" means any of them.

"Share Price" means, on a Calculation Date:

(a) in respect of a JSW Energy Share, the closing price of a JSW Energy Share on the NSE on that Calculation Date (or, where the Calculation Date is not a Trading Day,

the immediately prior Trading Day); and

(b) in respect of a JSW Steel Share, the closing price of a JSW Steel Share on the NSE on that Calculation Date (or, where the Calculation Date is not a Trading Day, the

immediately prior Trading Day).

"Shares" means the JSW Energy Shares and/or the JSW Steel Shares (as the case may

be).

"Subsequent Top Down Threshold JE Initial Collateral Shares (JE)" shall mean, on a Calculation Date, the number of JSW Energy Shares calculated in accordance with the following formula:

JE(TD2-JE) = 0.5 X [the number of JSW Energy Shares that were pledged in favour of the Debenture Trustee on the Initial Cover Date as part of the JE Initial Collateral Shares ] X (8/A)

Where:

"JE(TD2-JE)" means the Topdown Threshold JE Initial Collateral Shares (JE);

"A" means the aggregate nominal value of all Debentures issued on or prior to that

Calculation Date;

"B" means the outstanding aggregate nominal value of all Debentures on that Calculation Date.

"Subsequent Top Down Threshold JE Initial Collateral Shares (JS)" shall mean, on a Calculation Date, the number of JSW Steel Shares calculated in accordance with the following formula:

JE(TD2-JS) = 0.5 X [the number of JSW Steel Shares that were pledged in favour of

the Debenture Trustee on the Initial Cover Date as part of the JE Initial Collateral Shares] X (8/A)

Where:

"JE(TD2-JS)" means the Topdown Threshold JE Initial Collateral Shares (JS);

"A" means the aggregate nominal value of all Debentures issued on or prior to that Calculation Date;


"Subsequent Topdown Threshold JS Initial Collateral Shares" shall mean, on a Calculation Date, the number of JS Initial Collateral Shares calculated in accordance with the following formula:

JS(TD2) = 0.5 X [(A X RCC) I SP(JS)] X {8/A)

Where:

"JS(TD2)" means the Topdown Threshold JS Initial Collateral Shares;

23

"A" means the aggregate nominal value of all Debentures issued till that Calculation Date;

"RCC" means the Required Collateral Cover;

"SP(JS)" means the Share Price of JSW Steel Shares on the Initial Cover Date; and


"Subsidiary" has the meaning given to the term "subsidiary" in the Act.

"Substitute Pledgor'' has the meaning given to it in Paragraph 8.4(a) of Schedule 1 (Terms and Conditions).

"Substitute Pledgor Collateral Shares" has the meaning given to it in Paragraph 8.4(b) of Schedule 1 (Terms and Conditions)."

"Takeover Code" means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended or replaced from time to time.

"Tax" means all forms of present and future taxes (including but not limited to indirect taxes such as service tax, value added tax or other similar taxes), deductions, withholdings, duties, imposts, levies, cesses, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any governmental authority or other taxing authority in India and any interest, additional taxation penalty, surcharge, cess or fine in connection therewith and "Taxes" shall be construed accordingly.

"Tax Act" means the (Indian) Income Tax Act, 1961.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under this Deed.

"Tax Rules" means the (Indian) Income Tax Rules, 1962.

"Tender Offer Event" means a JE Tender Offer or a JS Tender Offer, as the case may be.

"Terms and Conditions" means the terms and conditions on which the Debentures are to be issued, as set out in Schedule 1 (Terms and Conditions) and as may, from time to time, be modified in accordance with this Deed.

"Topdown Threshold JE Initial Collateral Shares (JE)" shall mean, on a Calculation Date, tt:le number of JSW Energy Shares calculated in accordance with the following formula:

JE(TD1 -JE) = 0. 75 X [the number of JSW Energy Shares that were pledged in favour of the Debenture Trustee on the Initial Cover Date as part of the JE Initial Collateral Shares] X (B/A)

Where:

"JE(TD1-JE)" means the Topdown Threshold JE Initial Collateral Shares (JE);

"A" means the aggregate nominal value of all Debentures issued on or prior to that Calculation Date;

24

"B" means the outstanding aggregate nominal value of all Debentures on that

Calculation Date.

"Topdown Threshold JE Initial Collateral Shares (JS)" shall mean, on a Calculation Date, the number of JSW Steel Shares calculated in accordance with the following

formula:

JE(TD1 -JS) = 0. 75 X [the number of JSW Steel Shares that were pledged in favour of the Debenture Trustee on the Initial Cover Date as part of the JE Initial Collateral

Shares] X (8/A)

Where:

"JE(TD1-JS)" means the Topdown Threshold JE Initial Collateral Shares (JS);

"A" means the aggregate nominal value of all Debentures issued on or prior to that

Calculation Date;

"B" means the outstanding aggregate nominal value of all Debentures on that Calculation

Date."

Topdown Threshold JS Initial Collateral Shares" shall mean, on a Calculation Date, the

number of JS Initial Collateral Shares calculated in accordance with the following formula:

JS(TD1) = 0. 75 X [(A X RCC) I SP(JS)] X (8/A)

Where:

''JS(TD1 )" means the Topdown Threshold JS Initial Collateral Shares;

"A" means the aggregate nominal value of all Debentures issued till that Calculation Date;

"RCC" means the Required Collateral Cover;

"SP(JS)" means the Share Price of JSW Steel Shares on the Initial Cover Date; and


"Top Up Date" has the meaning given to it in Paragraph 5.5 (Top Up Trigger Redemption

Event) of Schedule 1 (Terms and Conditions).

"Top Up Trigger Redemption Amount" means, in respect of each Debenture on a TopUp Trigger Redemption Date falling on a date after thirty-six months from the Deemed Date of Allotment or any earlier date when the Debentures can be redeemed, if permitted by Applicable Law, an amount equal to the Accelerated Amount.

"Top Up Trigger Redemption Date" means the date falling 1 Business Day after a Top Up Date.

"Top Up Trigger Redemption Event" has the meaning given to it in Paragraph 5.5 of Schedule 1 (Terms and Conditions).

"Trading Day" means a day (other than a Saturday or a Sunday) on which the NSE is open for trading of the Shares.

"Transaction Documents" means:

25

(a) this Deed;

(b) the Debenture Trustee Agreement;

(c) each Security Document;

(d) the Information Memorandum; and

(e) any other document that may be designated as a Transaction Document by the Debenture Trustee and the Company

and "Transaction Document" means any of them.

"Unanimous Resolution" means:

(a) a resolution passed at a meeting of the Debenture Holders duly convened and held in accordance with Schedule 2 (Provisions for Meetings and Decision Making); or


by Debenture Holders representing 100% of the aggregate nominal value of the outstanding Debentures.

"U.K." means the United Kingdom.

"U.S." and "United States" means the United States of America.

"U.S.A. Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 1 07-56 of the United States.

"Voluntary Redemption Amount" means, in respect of a Debenture on a Voluntary Redemption Date, an amount equal to the sum of (a) Accrued Amount, (b) Break Costs.

"Voluntary Redemption Date" has the meaning ascribed to the term in paragraph 5.4(b) of Schedule 1.

"Voluntary Redemption Exercise Notice" means a notice substantially in the form set out in Schedule 7 to be delivered by the Company to the Debenture Trustee exercising its option to redeem the Debentures on a Voluntary Redemption Date.

26

"Yield" means 10.20% per annum.

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Deed to:

(i) "assets" includes present and future properties, revenues and rights of every

description;

(ii) an "authorised signatory" means a person that has been duly authorised by a person to execute or sign any Transaction Document (or any other document or notice to be executed or signed by that person under or in connection with any Transaction Document) on behalf of that person;

(iii) the "Company", any "Debenture Holder'', any "Obligor", any "Secured Party" or the "Debenture Trustee" shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(iv) "control" has the meaning given to it in the Takeover Code;

(v) any Transaction Document or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, restated (however fundamentally and whether or not more onerously) or replaced from time to time and includes any change in purpose of any extension of, or any increase in any amounts payable under that Transaction Document or other agreement or instrument and including any waiver or consent granted in respect of any term of any Transaction Document made available under that agreement or instrument;

(vi) a "guarantee" also includes an indemnity and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services or otherwise) for the payment of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person (and "guaranteed" and "guarantor'' shall be construed accordingly);

(vii) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii) a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(ix) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, departm~nt or regulatory, self-regulatory or other authority or organisation;

(x) "shares" or "share capital" includes equivalent ownership interests (and "shareholder" and similar expressions shall be construed accordingly);

(xi)

October 29, 2013, as may be modified from time to time), whenever any payment to be made or action to be taken under this Deed, is required to be made or taken on a day other than a Business Day, such payment shall be made or action be taken on the immediately following Business Day;

(xii) a law or regulation or a provision of law or regulation is a reference to that law, regulation or, as applicable, that provision as amended or re-enacted; and

(xiii) a time of day is a reference to Indian Standard time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Words denoting the singular shall include the plural and vice versa.

(d) Any calculations in respect of each of the following shall be made after taking into account any actual or potential Corporate Actions by any Operating Company: (i) JE Collateral Value, (ii) JE Collateral Cover, (iii) JS Collateral Value, (iv) JS Collateral Cover, (v) Topdown Threshold JE Initial Collateral Shares, ·(vi) Topdown Threshold JS Initial Collateral Shares, (vii) for the purposes of paragraphs (c), (d) and (e) of the definition of "Restructuring Event", the value of JE Initial Collateral Shares or JS Initial Collateral Shares or (viii) JE Share Price Event A, JE Share Price Event B, JE Share Price Event C, JS Share Price Event A, JS Share Price Event B and JS Share Price Event C, and in each case shall be subject to the satisfaction of the Debenture Trustee (acting on the instructions of the Debenture Holders).

(e) Unless a contrary indication appears, a term used in any other Transaction Document or in any notice or certificate given under or in connection with any Transaction Document has the same meaning in that Transaction Document, notice or certificate as in this Deed.

(f) A Default (other than an Event of Default) is "continuing" or "outstanding" if it has not been remedied or waived in writing and an Event of Default is "continuing" or "outstanding" if it has not been waived in writing.

2 APPOINTMENT OF THE DEBENTURE TRUSTEE, SETTLEMENT OF TRUST AND EFFECTIVE DATE

2.1 Appointment of Debenture Trustee

The Company hereby appoints I DBI Trusteeship Services Limited to act as the Debenture Trustee for and on behalf of the other Secured Parties pursuant to the trust created under this Deed and IDBI Trusteeship Services Limited agrees to act as the Debenture Trustee for and on behalf of the other Secured Parties in accordance with the terms and conditions contained in this Deed.

2.2 Settlement of Trust

(a) The Company hereby settles upon trust the sum of INR 1,000 (the "Initial Contribution") by cheque no. 679912 and the Debenture Trustee hereby confirms receipt of and accepts the Initial Contribution.

(b) The Debenture Trustee hereby declares that it shall hold:

(i) the Initial Contribution;

(ii) the benefit of all representations, covenants, undertakings made by, and all other terms agreed by, the Obligors under the Transaction Documents; ~;;;;;;;;;::~

28

(iii) the Security created pursuant to the Security Documents; and

(iv) all monies received by it under the Transaction Documents, including as a result of enforcement of the Security created pursuant to the Security Documents (or any part thereof) and/or the exercise of rights and remedies under the Transaction

Documents (save for any sums received solely for its own account),

in trust for the benefit of the Secured Parties on the terms of the Transaction Documents.

2.3 Non Revocable Trust

The Debenture Trustee declares that it shall not revoke the trusts hereby declared till the whole of the Debt is irrevocably discharged and paid in full by the Company under the

Transaction Documents.

2.4 Effective Date

This Deed shall come into force and effect, in relation to each tranche of Debentures, on its Effective Date.

3 ISSUE OF DEBENTURES

3.1 Issue amount

The aggregate nominal value of all the Debentures under the Issue shall not exceed INR 2,000,000,000.

3.2 Issue mechanics

(a) The Debentures shall be issued in dematerialised form in a two tranches, namely Tranche A Debentures and Tranche B Debentures.

(b) The indicative dates for the opening and closing of the Issue and the Deemed Date of Allotment of the Debentures are set out in the Information Memorandum.

(c) The Company may change such opening and closing dates, the Deemed Dates of Allotment and the issue amount without assigning any reason and without prior notice to any person.

3.3 Terms and Conditions binding

The Terms and Conditions shall be binding on the Company and the Debenture Holders and all persons claiming by, through or under any of them. The Debenture Trustee shall be entitled to enforce the obligations of the Company under or pursuant to the Terms and Conditions as if the same were set out and contained in this Deed.

4 COVENANT TO PAY AND USE OF PROCEEDS

4.1 Covenant to pay Redemption Amounts

The Company hereby agrees and covenants with the Trustee that it will on the applicable Redemption Date unconditionally pay to, or to the order of, each Debenture Holder in INR the applicable Redemption Amount and all other amounts due to that Debenture Holder in accordance with the Terms and Conditions. Any payment so made to that extent be a good and valid discharge to the Company in respect of the amounts payable by the Company.

4.2 Overdue Interest

29

If payment of any amount due to a Debenture Holder is not made in accordance with Clause 4.1 (Covenant to pay Redemption Amounts) or otherwise in accordance with the Transaction Documents, as the case may be, the Company shall unconditionally pay to, or to the order of, each Debenture Holder, Overdue Interest payable on such amount calculated on a daily basis for the period from (and including) the relevant Redemption Date or other due date to (but excluding) the date of actual payment of such amount, in accordance with the Terms and Conditions.

Overdue Interest (if any) may be waived by the Debenture Holders by way of Unanimous Resolution in their sole discretion.

4.3 Use of proceeds

The funds raised by the Issue shall be utilised by the Company for the purpose of:

(a) payment of interest or refinancing of existing indebtedness of the JSW Group;

(b) extending loans to, or making investments in, or creeping acquisitions of, other members of the JSW Group;

(c) pay all outstanding costs, fees and expenses in relation to the Issue; and

(d) general corporate purposes,

in each case, in compliance with the provisions of Applicable Law.

5 LISTING AND CREDIT RATING

5.1 Listing

(a) The Company shall list the Debentures on the Wholesale Debt Market segment of the BSE within 15 BSE Exchange Days after the relevant Deemed Date of Allotment.

(b) If there is a delay in listing of the Debentures beyond 20 days from the Deemed Date of Allotment, the Company will pay additional interest of 1 percent per annum (in addition to the Yield) on each Debenture from the expiry of 30 days from the Deemed Date of Allotment to (but excluding) the actual date of listing of the Debentures.

5.2 Rating

The Debentures have been rated "BWR A( SO)" by the Rating Agency.

6 SECURITY AND SECURITY PROVIDERS

6.1 Security

The Debt shall be secured by:

(a) a pledge created under the Pledge Agreement by the Pledgors of such number of Shares as is required from time to time pursuant to the Terms and Conditions; and

(b) in accordance with the terms of the Pledge Agreement and Clause 8 (Cash Assets), Security over the Cash Account and the Cash Assets in favour of the Debenture Trustee, in form and substance satisfactory to the Debenture Trustee.

6.2 Accession of New Pledgors

(a) The Company may from time to time request the Debenture Trustee in writing that a member of the JSW Group or, in case of a substitution pursuant to paragraph 8.4 of ervice Schedule 1 (Terms and Conditions), a member of the Promoter Group or the JSW Gro i..~ «:, 8~.

~ 0;1

30

(the "Proposed Pledgor"), be permitted to accede to the Pledge Agreement as a new Pledgor.

(b) The Debenture Trustee shall notify each Debenture Holder of such request by the Company.

(c) If the Debenture Holders by way of Majority Resolution agree to such request, the Debenture Trustee shall notify the Company in writing of its permission for such accession by a Proposed Pledgor subject to satisfaction of all "know your client" and other on boarding requirements of the Debenture Holders (as confirmed to the Debenture Trustee by way of Unanimous Resolution) in respect of such Proposed Pledgor.

(d) Following receipt of consent from the Debenture Trustee in terms of para (c) above, the Company shall procure the delivery by the Proposed Pledgor of each of the documents and evidence set out in Schedule 5 (Conditions) relating to the Pledgors to the Debenture Trustee, in each case in form and substance satisfactory to the Debenture Trustee.

(e) Subject to complying with the requirements set out in paragraphs (a) to (d) above, the Proposed Pledgor may accede to the Pledge Agreement by executing a duly stamped Pledge Accession Deed. "Pledge Accession Deed" means an accession deed substantially in the form set out in schedule 6 (Form of Pledge Accession Deed) of the Pledge Agreement.

7 CONDITIONS

7.1 Conditions Precedent

(a) The Company shall deliver or cause to be delivered to the Debenture Trustee all the documents and evidence listed in Part I (Conditions Precedent) of Schedule 5 (Conditions) prior to the Pay In Date.

(b) The potential Debenture Holders shall confirm to the Debenture Trustee that they have procured necessary internal corporate approvals (including approval of their respective investment committee and completion of all relevant know-your-customer checks) for investing in the Debentures, prior to the Pay In Date.

For the avoidance of doubts, it is clarified that the Debenture Trustee shall not be required to verify the accuracy, correctness or completeness of the Conditions Precedent or provide any Conditions Precedent confirmation to the Debenture Holders (other than any confirmation on receipt of the relevant documents).

7.2 Conditions Subsequent

The Company shall deliver or cause to be delivered to the Debenture Trustee all the documents and evidence listed in Part II (Conditions Subsequent) of Schedule 5 (Conditions) within the time specified therein.

For the avoidance of doubts, it is clarified that the Debenture Trustee shall not be required to verify the accuracy, correctness or completeness of the Conditions Subsequent or provide any Conditions Subsequent confirmation to the Debenture Holders (other than any confirmation on receipt of the relevant documents).

8 CASH ASSETS

8.1 Cash Account

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The Company undertakes that if, in any financial year, the aggregate declared cash dividend amount per (i) JSW Energy Share is in excess of INR 10, or (ii) JSW Steel Share is in excess of INR 5, it shall procure that each relevant Pledgor shall establish the Cash Account with the Account Bank at least five Business Days prior to the ex-date of any such dividend payment by any Operating Company (the "Cash Account Date") in accordance

with the terms of the Pledge Agreement.

8.2 Security and account closure

The Company undertakes that:

(a) it shall procure that the relevant Pledgor shall create and perfect Security over the Cash Account and the Cash Assets in favour of the Debenture Trustee, in form and substance satisfactory to the Debenture Trustee, on or prior to the Cash Account Date; and

(b) until the Debt has been irrevocably paid in full, it shall ensure that each of the relevant Pledgers shall not close the Cash Account without the prior written consent of the Debenture Trustee.

9 EARLY REDEMPTION

The Company undertakes to comply with its obligations as set out in Paragraph 5 (Early

Redemption) of Schedule 1 (Terms and Conditions).

10 EVENTS OF DEFAULT AND REMEDIES

Each of the events or circumstances set out in this Clause 10 is an Event of Default.

10.1 Non payment

The Company does not pay on the due date any amount payable pursuant to any Transaction Document to which it is a party at the place at and in the currency in which it is expressed to be payable, unless:

(a) its failure to pay is caused by an administrative or technical error in the banking system relating to the transmission of funds; and payment is made within 2 Business Days of such due date; or

(b) its failure to pay is in case of a Restructuring Event and the Company and the Debenture Trustee have entered into a mutually agreed agreement pursuant to Paragraph 5.1 (b) of Schedule 1 (Terms and Conditions).

10.2 Collateral Cover

The Company fails to comply with its obligations under Paragraph 8 (Minimum Security

Cover) of Schedule 1 (Terms and Conditions) of this Deed.

10.3 Cash Account, Corporate Action and Restructuring Event

(a) Any Obligor fails to comply with its obligations under (i) Clause 8 (Cash Assets) of this Deed; and/or (ii) clause 3.8 of the Pledge Agreement; and/or (iii) Paragraph 8.8 (Corporate Action) of Schedule 1 (Terms and Conditions).

(b)

10.4 Other obligations

(a) An Obligor does not comply with any of its obligations under any Transaction Documents to which it is a party (other than those referred to in Clause 10.1 (Non payment), Clause 10.2 (Collateral Cover) or Clause 10.3 (Cash Account)).

(b) No Event of Default under paragraph (a) above shall occur in relation to the obligations of the Company under paragraph 1 (Information Undertakings) of Schedule 4 (Covenants and Undertakings) if the failure to comply is capable of remedy and is remedied within 15 days of failure by the Company to comply with such obligations.

(c) No Event of Default under paragraph (a) above shall occur in relation to the obligations of the Company under sub-paragraph (b) of paragraph 2.8 (Security Cover and Asset Cover) of Schedule 4 (Covenants and Undertakings) if (i) the Company has been permitted additional time in writing by the BSE to comply with its obligations thereunder, (ii) the Company has provided a copy of such written permission to the Debenture Trustee and (iii)

the Company complies with such obligations within the time provided by the BSE.

(d) No Event of Default under paragraph (a) above shall occur in relation to the obligations of the Company under paragraph 2. 1 (Authorisations) of Schedule 4 (Covenants and Undertakings) in relation to any Authorisation required under any law or regulation for carrying on its business or for a purpose specified in sub-paragraph (d) of Paragraph 5 (Validity and admissibility in evidence) of Schedule 3 (Representations and Wa"anties) if the failure to comply is capable of remedy and is remedied within 7 days of failure by the Company to comply with such obligations.

(e) No Event of Default under paragraph (a) above shall occur in relation to the obligations of the Company under sub-paragraphs (a) and (b) of paragraph 2.2 (Compliance with laws) of Schedule 4 (Covenants and Undertakings) if the failure to comply is capable of remedy and is remedied within 7 days of failure by the Company to comply with such obligations.

10.5 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in any Transaction Document to which it is a party or any other document delivered by or on behalf of an Obligor under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; provided that no Event of Default shall have occurred pursuant to this Clause if (i) such incorrect or misleading representation or statement is capable of being remedied (in the sole determination of Debenture Holders by way of a Majority Resolution) and (ii) such incorrect or misleading representation or statement is remedied within 5 Business Days of notice.

10.6 Cross acceleration

Any Share Backed Financial Indebtedness of any Obligor or any other member of the JSW Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of any actual or potential default, event of default, or any similar event (however described).

10.7 Insolvency

or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

10.8 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor (except for any permitted reorganisation in accordance with paragraph 2.5 (Merger) of Schedule 4 (Covenants and Undertakings));

(b) filing of any application in relation to the Company for the initation of the insolvency resolution process or liquidation under Applicable Law including but not limited to the Insolvency and Bankruptcy Code, 2016;

(c) any Obligor in respect of the Corporate Debt Restructuring mechanism of the Reserve Bank of India, Joint Lenders Forum, Strategic Debt Restructuring or similar schemes of the Reserve Bank of India which are intended to give relief to companies with financial difficulties;

(d) a composition, compromise, assignment or arrangement with any creditor of any Obligor; or

(e) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or any of their substantial assets.

(f) occurrence of a Pledgor Cl RP Application Event in respect of any Pledgor.

10.9 Judgments, creditors' process

(a) Any Obligor fails to comply with or pay any sum due from it under any final judgment or any final order made or given by a court of competent jurisdiction.

(b) Any attachment, sequestration, distress or execution affects any asset or assets of the Company.

10.10 Moratorium

The government of India or any other relevant Governmental Authority declares a general moratorium or II standstill" (or makes or passes any order or regulation having a similar effect) in respeCt of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, interest or otherwise) (or any indebtedness which includes Financial Indebtedness) owed by the Company (and whether or not such declaration, order or regulation is of general application, applies to a class of persons which includes the Company or to the Company alone).

1 0.11 Expropriation

Any Governmental Authority or other authority (whether de jure or de facto) takes a step with a view to the nationalisation, compulsory acquisition, expropriation or seizure of all or any part of the business or assets or material rights of any Obligor or any Operating Company; provided that no Event of Default shall have occurred pursuant to this Clause if such step is withdrawn or cancelled within 15 Business Days of having been taken.

34

10.12 Cessation of Business

Any Obligor ceases, or threatens to cease, to carry on all or a substantial part of the business it carries on or proposes to carry on as at the date of this Deed.

10.13 Unlawfulness

It is or becomes unlawful for any Obligor to perform its obligations under a Transaction

Document to which it is a party.

10.14 Repudiation

Any Obligor repudiates a Transaction Document to which it is a party or evidences an intention to repudiate any Transaction Document to which it is a party.

10.15 Security

(a) Any Security Document is not (once entered into) in full force and effect or any Security Document does not (once entered into) create in favour of the Debenture Trustee the Security which it is expressed to create fully perfected with the ranking and priority it is expressed to have.

(b) Security for the Debentures is not created within the timelines set out in the Information Memorandum.

10.16 Material Adverse Effect

The Debenture Trustee or the Debenture Holders by way of Extraordinary Resolution determine(s) that a Material Adverse Effect exists, has occurred or could reasonably be expected to occur.

10.17 Audit qualification

Any audit letter relating to an Original Financial Statement of the Company contains significant material reservations.

10.18 Non Listing

(a) The Debentures have not been listed on the Wholesale Debt Market segment of the BSE within 15 BSE Exchange Days after the Deemed Date of Allotment.

(b) The Debentures cease to be listed on the Wholesale Debt Market segment of the BSE at any time after the first date of listing.

10.19 Material Litigation

Any material litigation, arbitration, investigative or administrative proceeding is current, pending or threatened to restrain an Obligor's entry into, the exercise of an Obligor's rights under, or compliance by an Obligor with any of its obligations under, the Transaction Documents.

10.20 Credit rating

The Rating Agency withdraws or lowers the rating assigned to the Debentures.

10.21 Change of Control

The occurrence of a Change of Control.

10.22 Constitutional Documents

35

Any amendment to the Memorandum or the Articles of the Company or the relevant constitutional documents of any other Obligor in contravention of Paragraph 2. 7 of Schedule 4 (Covenants and Undertakings).

10.23 Merger

The Company or any other Obligor entering into any amalgamation, demerger, merger or corporate reconstruction in contravention of Paragraph 2.5 (Merger) of Schedule 4 (Covenants and Undertakings).

10.24 Remedies upon an Event of Default

(a) Upon the occurrence of an Event of Default, the Debenture Trustee may and shall if so directed by the Debenture Holders by a Majority Resolution declare to the Company by notice in writing substantially in the form set out in Schedule 10 (Form of Notice of Event

of Default) that:

(i) the Accelerated Amount shall be due and payable forthwith in respect of each Debenture together with all other amounts payable in respect thereof in accordance with the Transaction Documents; and

(ii) the Security created pursuant to the Security Documents has become enforceable.

Provided however, in respect of an Event of Default on account of Pledgor CIRP Application Event, sub-clause (i) and sub-clause (ii) above shall become effective only upon failure by the Company to comply with the obligations under Paragraph 8.2 of Schedule 1 within the timelines specified therein. Further, if the Company complies with the obligations under Paragraph 8.2 of Schedule 1, the Event of Default on account of Pledgor CIRP Application Event shall be deemed to be cured and shall cease to continue.

(b) Upon the Security created pursuant to the Security Documents having become enforceable, the Debenture Trustee shall (if directed by the Debenture Holders by a Majority Resolution):

(i) enforce any Security created pursuant to the Security Documents in accordance with the terms thereof; and

(ii) exercise such other rights and remedies as may be available to the Debenture Trustee under Applicable Law.

10.25 Notification and expenses

(a) If any Default or any Event of Default has occurred, the Company shall promptly give notice thereof to the Debenture Trustee and the Debenture Holders in writing specifying the nature of such Event of Default or of such event (and the steps, if any, being taken to remedy it); provided that, for the avoidance of doubt, the failure of the Company to give such notice shall not limit or affect the exercise by the Debenture Trustee and the Debenture Holders of their rights under Clause 10.24 (Remedies upon an Event of Default).

(b) The Company shall, within 3 Business Days of demand, pay to the Debenture Trustee the amount of all costs and expenses (including legal fees) incurred by the Debenture Trustee or any Debenture Holder in connection with the enforcement of, or the preservation of any rights under, the Debenture or any Transaction Document.

36

~----~

(c) If any Default or any Event of Default has occurred, the Debenture Trustee shall immediately give notice thereof to BSE in writing on behalf of the Company, specifying the nature of such Event of Default or such event. The Company hereby authorises the Debenture Trustee to give such notice to BSE on its behalf, upon the occurrence of any Default or any Event of Default.

11 COMPANY'S REPRESENTATIONS AND COVENANTS

11.1 Representations

(a) The Company makes the representations and warranties to the Debenture Trustee as set out in Schedule 3 (Representations and Warranties) hereto separately in relation to itself and where applicable each Obligor and the JSW Group.

(b) Subject to paragraph (c) below, each of the representations and warranties set out in Schedule 3 (Representations and Warranties) (other than the representations made in paragraphs 19 (e) and (f)) are deemed to be made by the Company by reference to the facts and circumstances then existing on the date of this Deed and shall be repeated on each Deemed Date of Allotment and on each day on which any Debt is outstanding.

(c) The following representations and warranties shall be deemed to be made by the Company and where applicable each Obligor by reference to the facts and circumstances existing on the intervals specified against them respectively:

(i) the representation and warranties made in paragraph 11 of Schedule 3 (Representations and Warranties) - at the time of delivery of the Financial Statements; and

(ii) the representation and warranties made in paragraph 21 of Schedule 3 (Representations and Warranties) - (A) on the Initial Cover Date; and (B) on the date on which any JE Share Top-Up or JS Share Top-Up occurs pursuant to the terms of this Deed and the Pledge Agreement.

11.2 Covenants and Undertakings

The Company agrees and undertakes to abide by the covenants and undertakings set out in Schedule 4 (Covenants and Undertakings) at all times until the Debt has been fully paid and duly discharged.

12 DEBENTURE REDEMPTION RESERVE

The Company shall maintain the debenture redemption reserve as per Section 71(4) of the Companies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 and circulars issued by Central Government in this regard. The Company undertakes that it shall submit a certificate from its statutory auditor to the Debenture Trustee, on a yearly basis, certifying that the Company has created adequate amount of debenture redemption reserve.

13 POWERS AND DUTIES OF THE DEBENTURE TRUSTEE

13.1 Authority for certain actions

(a) The Debenture Trustee shall:

(i)

the registrar of companies, or the depository participant, as required by Applicable Law or pursuant to the instructions of the Debenture Holders) of the Security required to be created pursuant to the Transaction Documents;

(ii) execute and deliver all other documents, agreements, instruments, certificates, notices and do all other actions as may be necessary or desirable in connection with the protection and preservation of the rights of the Debentures Holders;

(iii) to the extent necessary, hold title deeds and other documents relating to any of the Charged Assets in such manner as it sees fit; and

(iv) upon the occurrence of a Restructuring Event or an Event of Default, exercise its rights as Debenture Trustee for the Debenture Holders under the Transaction Documents and under Applicable Law in accordance with Paragraph 5 (Early Redemption) of Schedule 1 (Terms and Conditions) or Clause 10 (Events of Default and Remedies), as applicable.

(b) The Debenture Trustee shall, except in respect of matters on which it has been expressly authorised to take action (or omit to act) without reference to the Debenture Holders, seek the consent of the Debenture Holders prior to taking any actions (or omitting to act) under the Transaction Documents. The required majority of Debenture Holders for giving consent to any proposed action (or omission) by the Debenture Trustee shall be in accordance with Paragraphs 39 to 43 of Schedule 2 (Provisions for Meetings and Decision Making).

(c) Without prejudice to subclause (b) of this Clause 13.1, the Debenture Trustee shall act In accordance with the instructions of Debenture Holders holding at least 51% the aggregate nominal value of the outstanding Debentures, with regard to any enforcement action in relation to the Collateral Shares including without limitation, the timing, quantum, price and manner of sale of the Collateral Shares or any part thereof and any costs and expenses incurred for the same.

(d) Without prejudice to subclause (b) and subclause (c) of this Clause 13.1, the Debenture Trustee shall seek the prior consent of Debenture Holders holding at least 51% the aggregate nominal value of the outstanding Debentures before incurring any costs and expenses in excess of INR 5,00,000 in relation to the enforcement of any Security provided under the Transaction Documents, provided that this clause shall be for the benefit of only the Debenture Holders and not the Company.

13.2 Power to hold money on trust

The Debenture Trustee shall hold upon trust for the benefit of all the Secured Parties all monies received by it in respect of the Debentures, any Charged Assets or otherwise under any Transaction Document, including without limitation, any monies arising out of:

(a) any dividend, interest, income or profits arising in respect of any Charged Assets;

(b) in connection with or arising out of enforcement of any Security created under the Transaction Documents in accordance with this Deed; and

(c) from any other realisation whatsoever,

but other than the realisation of any amounts which are solely for the account of the Debenture Trustee (collectively referred to as the "Proceeds").

13.3 Power to apply Proceeds

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The Debenture Trustee shall in the first place, by and out of the Proceeds (which it can appropriate towards the Debt) reimburse itself and pay, retain and discharge all the costs, charges and expenses incurred in collection, conversion or the exercise of the trusts and powers under these presents, including the remuneration of the Debenture Trustee and/ or any Receiver as herein provided, and shall apply the residue of the Proceeds:

(a) firstly, in or towards payment to the Debenture Holders, pari passu, of all arrears of Overdue Interest, Break Costs, Make Whole Amounts and other costs or expenses remaining unpaid on the Debentures held by them;

(b) secondly in or towards payment to the Debenture Holders, pari passu, of the Accrued Amount; and

(c) thirdly, the surplus (if any) of such monies to the Company,

provided that if the Debenture Trustee is of the opinion that it is expedient to do so, payments may be made on account of principal before the whole or any part of any Overdue Interest or Accrued Premium due on the Debentures has been paid off, but such alteration in the order of payment of the principal, Overdue Interest and Accrued Premium herein prescribed shall not prejudice the right of the Debenture Holders to receive the full amount to which they would have been entitled if the ordinary order of payment had been observed.

13.4 Power to accumulate Proceeds

If the amount of the monies at ariy time apportionable under Clause 13.3 (Power to apply Proceeds) is less than ten per cent of the nominal amount of the Debentures then outstanding, the Debenture Trustee may, at its discretion, invest such monies in any Permitted Investments in the manner set out in Clause 13.5 (Power to invest monies)

below with power, from time to time, at its discretion to vary such investments and to accumulate the resulting income thereof until the accumulations together with any other fund for the time being under the control of the Debenture Trustee and available for the purpose shall amount to a sum sufficient to pay at least ten per cent of the nominal amount of the Debentures then outstanding and the accumulations and funds shall be applied in the manner set out in Clause 13.3 (Power to apply Proceeds).

13.5 Power to invest monies

Any moneys (including any unclaimed amounts remaining after provision for payment and satisfaction of the Debt is made in accordance with this Deed) held by the Debenture Trustee which cannot be applied immediately for the purposes set out in this Deed, shall be invested in the name of the Debenture Trustee in any of the investments authorised by Applicable Law for investment of trust moneys for the time being in force in India ("Permitted Investments") with power to vary and transpose such investments and in so far as the same are not so invested shall be placed on deposit or in a current account in the name of the Debenture Trustee in any Scheduled Bank(s).

13.6 Nominee Director

retire by rotation nor required to hold any qualification shares. The Company shall appoint the Nominee Director forthwith on receiving a nomination notice from the Debenture Trustee. The Nominee Director shall be appointed on all key committees of the board of

directors of the Company.

13.7 Power of Debenture Trustee to borrow

(a) The Debenture Trustee may, upon authorisation by a Majority Resolution, raise or borrow moneys on the security of the Charged Assets or any part thereof ranking either in priority or pari passu:

(i) for the purpose of making any payment under or by virtue of this Deed;

(i) in relation to the exercise of any powers, duties or obligations of the Debenture Trustee or the Receiver;

(ii) otherwise in relation to the Charged Assets;

(iii) for defraying any costs, charges and expenses which shall be incurred by the

Debenture Trustee under or by virtue of this Deed;

(iv) for the purpose of paying off or discharging any mortgages or charges for the time being on the Charged Assets;

(b) The Debenture Trustee may raise and borrow such moneys as aforesaid at such rate or rates of interest and generally on such terms and conditions as the Debenture Trustee shall think fit and no person lending any such money shall be concerned to inquire as to the propriety or purpose of the exercise of the said power or to see to the application of any monies so raised or borrowed.

13.8 Power of Debenture Trustee upon execution being levied

In addition to the powers hereinbefore conferred, the Debenture Trustee may appoint a Receiver to take possession of the Charged Assets which may at any time appear to be in danger of being taken under any process of law by any creditor of the Company or be otherwise in jeopardy and where a Receiver is appointed under this Clause 13.8 (Power of Debenture Trustee upon execution being levied) the Debenture Trustee may at any time give up possession or discharge the Receiver.

13.9 Power of Debenture Trustee to delegate

(a) The Debenture Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by this Deed act by an officer or officers for the time being of the Debenture Trustee and the Debenture Trustee may also, whenever it thinks it expedient, delegate by power of attorney or otherwise, to any such officer all or any of the trusts, powers, authorities and discretions vested in the Debenture Trustee by this Deed and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Debenture Trustee may think fit.

(b) Notwithstanding the provisions of paragraph (a) above, the Debenture Trustee shall be liable for any fraud, gross negligence or wilful default, as may be determined by a court of competent jurisdiction, of any officer to whom the Debenture Trustee has delegated its powers.

13.10 Power of Debenture Trustee to employ agents

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The Debenture Trustee may, in carrying out the trust business employ and pay any person to transact or concur in transacting any business and do or concur in doing all acts required to be done by the Debenture Trustee including the receipt and payment of moneys and shall be entitled to charge and be paid all usual professional and other reasonable charges for business transacted and acts done by it in connection with the trusts hereof and also its reasonable charges in addition to the expenses incurred by them in connection with matters arising out of or in connection with this Deed.

13.11 Debenture Trustee may give up possession

If and when the Debenture Trustee shall have made an entry into or taken possession of the Charged Assets under the powers conferred upon the Debenture Trustee by these presents, the Debenture Trustee may, with the authority of a Majority Resolution of the Debenture Holders, at any time thereafter give up possession of the Charged Assets or any of them or any part or parts thereof to the Company, either unconditionally or upon such terms and conditions as may be specified in such resolution or consent.

13.12 Redressal of Debenture Holders grievances

The Company shall furnish to the Debenture Trustee details of all grievances received from the Debenture Holders and the steps taken by the Company to redress the same. At the request of any Debenture Holder, the Debenture Trustee shall, by notice to the Company call upon the Company to take appropriate steps to redress such grievance and shall, if necessary for the purpose of such redressal, at the request of any Debenture Holder call a meeting of the Debenture Holders at the cost of the Company ..

13.13 When Debenture Trustee may interfere

Except as provided herein, the Debenture Trustee shall not in any manner be required, bound or concerned to interfere with the management or affairs of the Company or its business.

13.14 Claims for compensation monies

In the event of a Governmental Authority taking over the management of the Company and/or the entire undertaking of the Company and/or in the event of nationalisation of the Company or its business or a moratorium being passed or in case the running of the business of the Company or its management or control is taken away either as part of any unemployment relief scheme or for any other reason whatsoever or under the provisions of the Industries (Development and Regulation) Act, 1951 or any other law, the Debenture Trustee shall be entitled to receive the whole of the compensation to which the Company shall be entitled and to apply the same or a sufficient portion thereof in accordance with the provisions set out in Clause 13.3 (Power to apply Proceeds) hereof and all monies secured hereunder shall become immediately payable and the security created hereunder shall become enforceable.

13.15 Purchasers and persons dealing with Debenture Trustee not put on enquiry

The Company acknowledges and agrees that no person dealing with the Debenture Trustee, any Receiver or any delegate shall be concerned to enquire:

(a) whether the rights conferred by or pursuant to any Transaction Document are exercisable;

41

(b) whether any consents, regulations, restrictions or directions relating to such rights have been obtained or complied with;

(c) otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such rights; or

(d) as to the application of any money borrowed or raised.

13.16 Receipt by Debenture Trustee to be effectual discharge

Upon the occurrence of any dealing or transaction under this Deed, the receipt by the Debenture Trustee of the proceeds of all or part of the Security created pursuant to the Security Documents sold or realised and for any other monies paid otherwise howsoever to it shall effectually discharge the purchaser or purchasers or person paying the same from being concerned to see to the application or being answerable for the loss or misapplication or non-application thereof.

13.17 Application to Court

Notwithstanding anything else contained in this Deed, the Debenture Trustee may, at any time after the Security hereby constituted on the Charged Assets becoming enforceable, apply to the Court for an order that the powers and trusts hereof be exercised and carried into execution under the directions of the Court and for the appointment of a Receiver or manager of the Charged Assets and for any other order in relation to the execution and administration of the powers and trusts hereof as the Debenture Trustee shall deem expedient and the Debenture Trustee may assent to or approve of any application to the Court made at the instance of any of the Debenture Holders and shall be indemnified by the Company against all costs, charges and expenses incurred for or in relation to any such application or proceeding.

13.18 Applicable Law

The Debenture Trustee, in the course of performance of its duties under the Transaction Documents, shall not be required to take any actions which would result in the Debenture Trustee being in breach of Applicable Law.

14 RIGHTS OF DEBENTURE TRUSTEE

In addition to the other powers hereby conferred on the Debenture Trustee and the provisions hereof for its protection and not by way of limitation or derogation of anything in this Deed, it is expressly declared as follows:

(a) the Debenture Trustee may, in relation to this Deed, act on the opinion or advice of or any information obtained from any solicitor, counsel, advocate, valuer, surveyor, broker, auctioneer, qualified accountant or other expert whether obtained by the Company or by the Debenture Trustee or otherwise. Any such advice, opinion or information and any communication passing between the Debenture Trustee and their representative or attorney or a receiver appointed by them may be obtained or sent by letter, cablegram, telex or telephonic message and the Debenture Trustee, their representative 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, cablegram, telex or telephonic message although the same shall contain some error or shall not be authentic;

42

(b) the Debenture Trustee shall be at liberty to accept a certificate signed by any one of the directors or authorised officers of the Company as to any act or matter prima facie within the knowledge of the Company as sufficient evidence thereof and a like certificate that any property or assets are in the opinion of the director or authorised officer so certifying worth a particular sum or suitable for the Company's purpose or business, as sufficient evidence that it is worth that sum or so suitable and a like certificate to the effect that any particular dealing or transaction or step or thing is in the opinion of the director or authorised officer so certifying expedient, as sufficient evidence that it is expedient. However, if the Debenture Trustee has cause to believe that any certificate received has errors and wrongful facts, then

the Debenture Trustee shall cause an independent verification of the same;

(c) the Debenture Trustee shall be at liberty to keep this Deed, the other Transaction Documents and all other related deeds at its office in Mumbai or elsewhere in Maharashtra or if the Debenture Trustee so decides with any bank or company in Mumbai whose business includes undertaking the safe custody of documents or with any firm of advocates or solicitors in Mumbai and the Debenture Trustee may pay all sums required to be paid on account of or in respect of any such deposit;

(d) with a view to facilitating any dealing under any provision of this Deed the Debenture Trustee shall (subject to the applicable requirements under this Deed for obtaining consent of the Debenture Holders) have full power to consent (where such consent is required) to a specified transaction or class of transactions conditionally;

(e) the Debenture Trustee shall have full power in consultation with Debenture Holders, to determine all questions and doubts arising in relation to any of the provisions hereof and every such determination bona fide made (whether or not the same shall relate wholly or partially to the acts or proceedings of the Debenture Trustee) shall be conclusive and binding upon all persons interested hereunder;

(f) the Debenture Trustee, "ipso facto" do not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by Debenture Holders for the Debentures;

(g) the Debenture Trustee shall not be responsible for the monies paid by applicants for the Debentures or be bound to see to the application thereof;

(h) the Debenture Trustee shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debenture Holders in respect whereof minutes have been made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon the Debenture Holders; and

(i) in the event the Debenture Trustee does not have actual knowledge of the existence of an Event of Default or facts which would consequently result in an Event of Default, the Debenture Trustee shall not be bound to take any steps to ascertain whether any Event of Default has happened. In the event the Debenture Trustee has actual knowledge of certain facts which would consequently result in an Event of Default, the Debenture Trustee shall immediately inform the Debenture Holders and declare an Event of Default upon their written instructions;

43

~;;;.....;;~

U) the Debenture Trustee shall, as regards, all trusts, powers, authorities and discretion's arising from or pursuant to the Transaction Documents, have absolute and uncontrolled discretion, in consultation with Debenture Holders, as to the exercise thereof and to the mode and time of exercise thereof. Subject to the proviso hereunder, the Debenture Trustee shall not be responsible for any loss, costs, charges, expenses or inconvenience that may result from the exercise or non exercise thereof when Debenture Trustee has acted on the instructions of Debenture Holders.

(k) in the event the Debenture Trustee is required to initiate or defend any legal proceedings before any court of law in connection with or relating to enforcement of the rights and the Security over the Collateral under the Transaction Documents, the Debenture Holders agree to pay to the Debenture Trustee such amounts as are required for the Debenture Trustee to initiate or defend such legal proceedings. The Debenture Trustee shall not be bound to act at the request or direction of the Debenture Holders for initiating or defending any legal proceeding unless sufficient monies as required for initiating and defending the legal proceedings (as instructed by the Debenture Holders) shall have been provided or provision to the satisfaction of the Debenture Trustee have been duly made. For the avoidance of doubt it is clarified that the Company shall be responsible for indemnifying the Debenture Holders in relation to the monies paid by the Debenture Holders to the Debenture Trustee pursuant to this sub-clause (k).

(I) the Debenture Trustee does not make any representation and warranty as to the adequacy of the security for the Debentures.

Provided that nothing contained in this Clause 14 shall exempt the Debenture Trustee from or indemnify it against any liability for breach of trust nor any liability which by virtue of any rule or law would otherwise attach to it in respect of any fraud, gross negligence, wilful default or breach of trust which it may be guilty of and which is determined by a court of competent jurisdiction in relation to its duties under this Deed.

15 RETIREMENT AND REMOVAL OF DEBENTURE TRUSTEE

15.1 Retirement

(a) The Debenture Trustee may retire at any time without assigning any reason and without being responsible for any loss or costs occasioned by such retirement provided that the Debenture Trustee shall have given at least 1 month's prior notice in writing to the Company and the Debenture Holders. The retirement of the Debenture Trustee shall not be effective unless a new debenture trustee is appointed to accede to all the Transaction Documents

(b) The Company shall, upon receipt of notice of resignation issued by the Debenture Trustee, take prompt steps to appoint another competent person to act as the debenture trustee to replace the Debenture Trustee (the "Successor Debenture Trustee") pursuant to obtaining consent of the Debenture Holders by way of an Extraordinary Resolution (as specified under paragraph 40 of Schedule 2 (Provisions for Meetings and Decision Making)) in a meeting called in accordance with Schedule 2 (Provisions for Meetings and Decision Making).

15.2 Removal

44

The Debenture Trustee may be removed by the Debenture Holders by (a) a resolution passed at a Meeting of the Debenture Holders; or (b) written instructions given, in both cases by a majority representing not less than 75% of the aggregate nominal value of the

outstanding Debentures.

15.3 Appointment of new Debenture Trustee

Upon receipt of the notice of retirement from the Debenture Trustee or on the removal of the Debenture Trustee in accordance with Clause 15.2 (Removal), the Debenture Holders may, by a Majority Resolution, appoint a company, body corporate or a statutory corporation company which is registered under the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 as Debenture Trustee hereof who shall accede to all the Transaction Documents.

16 INFORMATION, MEETINGS AND OTHER DUTIES OF DEBENTURE TRUSTEE

16.1 Copies of Transaction Documents

(a) The Debenture Trustee shall maintain at the address specified in Clause 24.3 (AddressDebenture Trustee), or such other office as notified to the Debenture Holders by not less than 5 Business Days' notice, copies of each Transaction Document, which shall be open to inspection by each Debenture Holder on Business Days during the working hours of the Debenture Trustee provided that any Debenture Holder seeking to inspect the Transaction Documents has notified the Debenture Trustee of its request at least 1 (one) Business Day prior to the proposed date for inspection.

(b) The Debenture Trustee shall, if requested in writing by any Debenture Holder and at the cost of the Debenture Holder, provide copies of the Transaction Documents to such Debenture Holder provided that such Debenture Holder indemnifies the Debenture Trustee immediately upon demand for any stamp duty which may become payable on the Transaction Documents in any jurisdiction into which the Transaction Documents are sent at the request of the Debenture Holder.

16.2 Other information

The Debenture Trustee shall distribute to the Debenture Holders copies of all notices and documents received by it from any Obligor in its capacity as Debenture Trustee for the Debenture Holders.

16.3 Meetings and instructions

(a) The Debenture Trustee, the Company and the Debenture Holders shall at all times be entitled to call a meeting of Debenture Holders in accordance with Schedule 2 (Provisions for Meetings and Decision Making).

(b) Where the Debenture Trustee is required by the terms of this Deed to seek the instructions of the Debenture Holders, it may do so either by calling a meeting of Debenture Holders or by seeking written instructions from the Debenture Holders provided that upon becoming aware of the occurrence of any Event of Default the Debenture Trustee shall immediately seek written instructions from the Debenture Holders by sending a notice to each Debenture Holder.

16.4 Collateral Events

(a) The Debenture Trustee undertakes for the benefit of the Debenture Holders that:

45

(i) it shall monitor the JE Collateral Cover and the JS Collateral Cover on each

Calculation Date; and

(ii) it shall notify the Debenture Holders of:

A. the occurrence of any failure by the Company to comply with its obligations to maintain the JE Collateral Cover and the JS Collateral Cover in accordance with Paragraph 8 (Minimum Security Cover) of Schedule 1

(Terms and Conditions); and

B. the occurrence of any Collateral Event,

of which it becomes aware and seek written instructions from the Debenture Holders in respect of the action, if any to be taken by the Debenture Trustee in respect of such events.

(b) The Debenture Trustee may (but is not under any obligation to) notify the Obligors (or any of them) of the occurrence of any Collateral Event substantially in the form set out in Schedule 8 (Form of Collateral Event Notice) if it so deems fit. For the avoidance of doubt, the absence of any such notification by the Debenture Trustee shall not waive, or relieve the Company or any other Obligor from, the performance of their respective obligations under the Transaction Documents.

(c) Notwithstanding anything contained in this Deed, the Debenture Trustee shall not be under any obligation to take any action under Clause 10.24 (Remedies upon an Event of Default) unless it has been notified by an Obligor or Debenture Holder, or is otherwise aware, of the occurrence of an Event of Default.

(d) The undertakings of the Debenture Trustee under paragraph (a) above are solely for the benefit of the Debenture Holders. Accordingly, no Obligor is entitled to the benefit of such undertakings and all notices delivered. No failure by the Debenture Trustee to comply with its obligations under paragraph (a) above shall waive, or relieve the Company or any other Obligor from, the performance of their respective obligations under the Transaction Documents.

16.5 Other duties

(a) The Debenture Trustee undertakes for the benefit of the Debenture Holders that it shall, upon receipt of instructions from the applicable majority of Debenture Holders, initiate and represent the Debenture Holders in any legal or other proceedings necessary to enforce the rights of the Debenture Holders and the Debenture Trustee in connection with the Debentures and/or under the Transaction Documents provided sufficient monies shall have been provided (or provision for it would have been made) to the satisfaction of the Debenture Trustee.

(b) Upon instruction from the Debenture Holders, the Debenture Trustee shall monitor the website of the National Company Law Tribunal and conduct a physical search at the National Company Law Tribunal in order to ascertain whether an an insolvency resolution process or liquidation under Applicable Law including but not limited to the Insolvency and Bankruptcy Code, 2016 has been filed or initiated with respect to any Obligor.

17 DEBENTURE TRUSTEE'S REMUNERATION

17.1 Fees

46

The Company shall pay to the Debenture Trustee remuneration mutually agreed between the Company and the Debenture Trustee in a Fee Letter.

17.2 Interest on delayed payments

The Company shall, in the event payment is not made in accordance with Clause 17.1 (Fees) above, pay to the Debenture Trustee on the expiry of 30 (thirty) days from the invoice date for payment, in addition to the stipulated Debenture Trustee remuneration as detailed hereinabove, penalty at the rate of 12% per annum on the defaulted amounts, during the period of default.

17.3 Debenture Trustee expenses

The Company shall pay to the Debenture Trustee all legal, travelling and other costs, charges and expenses incurred by it or its officers, employees or agents in connection with execution of this Deed including costs, charges and expenses of and incidental to the approval and execution of this Deed and all other documents affecting the security herein.

18 MODIFICATIONS TO THIS DEED

The Debenture Trustee may agree to any modification to this Deed or any other Transaction Document only with the prior consent of the Debenture Holders obtained in accordance with the provisions of Schedule 2 (Provisions for the meetings of the Debenture Holders). The Company shall notify the BSE and the Debenture Holders of any modification made to this Deed in accordance with this Clause 18 (Modifications to this Deed).

19 CALCULATIONS AND CERTIFICATES

19.1 Accounts

In any proceedings arising out of or in connection with a Transaction Document, the entries made in the accounts maintained by a Debenture Trustee are, except in the case of manifest error or fraud, prima facie evidence of the matters to which they relate.

19.2 Certificates and Determinations

(a) Subject to paragraph (c) below, any certificate provided by the Debenture Trustee in relation to the Debt shall be conclusive proof of the Debt, without production of any voucher, documents or other papers unless proved otherwise to the satisfaction of the Debenture Trustee.

(b) Without prejudice to paragraph (a) above and subject to paragraph (c) below, any calculation, certification or determination by a Debenture Trustee under any Transaction Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates and is final and binding on all parties.

(c) The Debenture Holders may (by way of a Majority Resolution) provide to the Debenture Trustee any calculations in relation to the Collateral Cover, the Debentures or any other calculations required to be made under the Transaction Documents on any Calculation Date. If the calculations provided by the Debenture Holders by such Majority Resolution differ from the calculations made by the Debenture Trustee, the calculations made by the Debenture Holders will prevail in the absence of manifest error.

19.3 Day count convention

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Any interest, premium, commission or fee accruing under a Transaction Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed (actual/actual).

20 PARTIAL INVALIDITY

If, at any time, any provision of the Transaction Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

21 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of the Debenture Trustee, any right or remedy under the Transaction Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

22 APPOINTMENT OF DEBENTURE TRUSTEE AS ATTORNEY OF THE COMPANY

22.1 Appointment

The Company hereby irrevocably appoints the Debenture Trustee as well as each Receiver to be appointed under this Deed to be its attorney or attorneys, and in the name and on behalf of the Company (and to the exclusion of the Company) to act and execute all deeds and things to create and/or perfect security in terms of the Transaction Documents , which the Company is authorised to execute and do under the covenants and provisions herein contained and generally to use the name of the Company in the exercise of all or any of the powers under this Deed or by Applicable Law conferred on the Debenture Trustee or any Receiver appointed by the Debenture Trustee and also to exercise on behalf of the Company at the cost of the Company the powers under this Deed or by Applicable Law conferred on the Debenture Trustee or any Receiver appointed by it and also to execute on behalf of the Company at the cost of the Company such documents and deeds as may be necessary to give eff~ct to the provisions referred to hereinabove and also for preservation, enforcement and realisation of the Security and the Company shall bear the expenses that may be incurred by the Debenture Trustee or any Receiver in that behalf and without prejudice to the generality of the foregoing the Company has appointed the Debenture Trustee, inter alia to:

(a) execute and do all acts, deeds and things which the Company is authorised to execute and do under the covenants and provisions contained in this Deed, upon default or failure by the Company to do so when required by this Deed or by the Debenture Trustee;

(b) generally use the name of the Company in the exercise of all or any of the

(c)

powers conferred by this Deed or by Applicable Law on the Debenture Trustee or any Receiver appointed by the Debenture Trustee, upon default or failure by the Company to do so when required by this Deed or by the Debenture Trustee; and

22.2 Ratification

The Company ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do in the exercise or purported exercise of the power of attorney granted by it in Clause 22.1 (Appointment).

23 ASSIGNMENT

(a) The Company may not (and shall ensure that no other Obligor will) assign or transfer any of its rights or obligations (including, for the avoidance of doubt, by declaring or creating any trust of its rights, title, interest or benefits) under this Deed or the Transaction Documents.

(b) Upon the resignation or removal of the Debenture Trustee pursuant to this Deed:

(i) the resigning or, as the case may be, removed Debenture Trustee shall be automatically discharged from any further obligations under this Deed;

(ii) its successors and the Company shall have the same rights and obligations among themselves as they would have had if the successor had been originally party to this Deed as the Debenture Trustee; and

(iii) this Deed shall be construed as if all references to the former Debenture Trustee

were replaced by references to the successor Debenture Trustee.

24 NOTICES

24.1 Communications

Any communication to be made under or in connection with the Transaction Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or electronic mail. For the avoidance of doubt it is clarified that any notice by way of electronic mail shall be deemed to be made in writing.

24.2 Address - Company

Notices and communications to be given to the Company shall be sent to:

Address:

Attention:

Fax number:

E-mail address:

Jindal Mansion, SA, Dr. G. Deshmukh Marg,

Mumbai- 400 026, India

Mr. Sundeep Jain

+91 22 4286 3000, +91 22 2652 6412

jsw _lasmonitoring@jsw. in

or any substitute address, fax number, electronic mail address, or department or officer as the Company may notify to the Debenture Trustee by not less than 5 Business Days' notice.

24.3 Address - Debenture Trustee

Notices and communications to be given to the Debenture Trustee shall be sent to:

Address: lOBI Trusteeship Services Limited

Asian Building, 17, R Kamani Marg,

Ballard Estate,

49

Mumbai- 400001

Attention: The Asst. Vice President

Fax number: 022-66311776

E-mail address: [email protected]

or any substitute address, fax number, electronic mail address, or department or officer as the Debenture Trustee may notify to the Company by not less than 5 Business Days'

notice.

24.4 Address - Debenture Holders

Notices and communications to be given to a Debenture Holder shall be sent to the address, fax number or electronic mail address of that Debenture Holder as set out in the records of the Depository at the relevant time (or if Debenture Holder has provided any substitute address, fax number or electronic mail address to the Debenture Trustee and/or the Company by not less than 5 Business Days notice to such substitute address, fax number or electronic mail id.).

24.5 Delivery

Any communication or document made or delivered by one person to another under or in connection with this Deed will only be effective:

(a) if sent by fax before 5 p.m. on a Business Day, when sent or, if sent by fax at any other time, at 9 a.m. on the next Business Day, provided, in each case, that the person sending the fax shall have received a transmission receipt;

(b) if by way of letter, when it has been left at the relevant address before 5 p.m. on a Business Day or, if left any other time, at 9 a.m. on the next Business Day or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, as the case may be, and

(c) if sent by electronic mail before 5 p.m. on a Business Day, when sent or, if sent by electronic mail at any other time, at 9 a.m. on the next Business Day, provided, in each case, the electronic mail is actually received in readable form;

and if it is expressly marked for the attention of the department or officer identified in Clause 24.2 (Address- Company), Clause 24.3 (Address- Debenture Trustee) or Clause 24.4 (Address- Debenture Holders) (or any substitute department or officer as the other person shall specify for this purpose).

25 TAX

25.1 Tax deduction

(a) All payments to be made by the Company to any Secured Party under or in connection with the Debentures or a Transaction Document shall be made free and clear of and without any Tax Deduction, unless the Company is required to make a Tax Deduction under the Tax Act.

(a) The Company shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Debenture Trustee and each Debenture Holder accordingly.

50

(b) If the Company is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(c) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall deliver to the relevant Secured Party entitled to the payment, evidence to that Secured Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

25.2 Indirect Tax

(a) All amounts expressed to be payable in respect of the Debentures or under the Transaction Documents (including any cost or expenses to be reimbursed or indemnified) by any Party to a Secured Party shall be deemed to be exclusive of any Indirect Tax.

(b) If any Indirect Tax is chargeable on any amounts payable to a Secured Party (including any cost or expenses to be reimbursed or indemnified), the amount of such Indirect Tax shall be added to such amounts and the Company shall, within 2 Business Days of demand, pay to that Secured Party an amount equal to the amount of the Indirect Tax.

25.3 Stamp Taxes

The Company shall pay all stamp duty, taxes, charges and penalties payable in respect of the Debentures, the Transaction Documents and/or the transactions contemplated thereby and in the event of the Company failing to pay such stamp duty, taxes and penalties, the Debenture Trustee may (but shall not be bound) to pay the same and the Company shall reimburse the same to the Debenture Trustee on demand. The Company shall pay and, within 2 Business Days of demand, indemnify the each Secured Party against any cost, loss or liability that such Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of the Debentures and/or any Transaction Document.

26 COUNTERPARTS

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

27 GOVERNING LAW

This Deed is governed by Indian law.

28 ENFORCEMENT

28.1 Jurisdiction

(a) Subject to paragraph (c) below, the courts and tribunals of Mumbai have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed) (a "Dispute").

(b) The Company agrees that the courts and tribunals of Mumbai are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 28.1 is for the benefit of the Debenture Trustee and the Debenture Holders

jurisdiction. To the extent allowed by law, the Debenture Trustee and the Debenture Holders may take concurrent proceedings in any number of jurisdictions.

28.2 Consent to Enforcement etc.

The Company irrevocably and generally consents in respect of any proceedings anywhere in connection with any Transaction Document to the giving of any relief or the issue of any process in connection with those proceedings including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of their use or intended use) of any order or judgment which may be made or given in those proceedings.

28.3 Waiver of Immunity

The Company irrevocably agrees that, should any Party take any proceedings anywhere (whether for an injunction, specific performance, damages or otherwise in connection with any Transaction Document), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from those proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or with respect to its assets, any such immunity being irrevocably waived. The Company irrevocably agrees that it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under the Transaction Documents.

52

SCHEDULE 1 TERMS AND CONDITIONS

1 ISSUE AND FORM OF DEBENTURES

(a) The Debentures will be issued in dematerialised form pursuant to the depository arrangements made by the Company with the Depository. The Debenture Holders are required to hold the Debentures in de-materialised form only, and no Debenture certificates will be issued. The Company shall not re-materialise the Debentures.

(b) The depository accounts of the Debenture Holders with the Depository will be credited with the Debentures on the Deemed Date of Allotment.

2 DEBENTURES TO RANK PARI PASSU

The Debentures together with the Accrued Amount, Overdue Interest, Break Costs, Make Whole Amounts and all other monies secured under the Transaction Documents and payable in respect of the Debentures shall, as between the Debenture Holders inter se, rank pari passu without any preference or priority whatsoever of one over the other.

The Debentures shall rank senior to all other unsecured, unsubordinated debt of the Company.

3 DEBENTURES FREE FROM EQUITIES

The Debenture Holders shall be entitled to their Debentures free from equities or cross claims by the Company against the original or any intermediate holders thereof.

4 FINAL REDEMPTION

The Company shall redeem each Debenture in full by paying the Accrued Amount and all other amounts payable in respect thereof in accordance with the Transaction Documents. on the Final Redemption Date.

5 EARLY REDEMPTION

5.1 Restructuring Event

(a) Subject to paragraph (b) below, upon the occurrence of a Restructuring Event, the Company shall:

(i) in case of a JS Share Price Event A. redeem one-third of all Debentures that were outstanding immediately prior to the JS Share Price Event A subject to the redemption of the Tranche B Debentures (if any are outstanding) in priority over the Tranche A Debentures;

(ii) in case of a JS Share Price Event B, redeem one-third of all Debentures that were outstanding immediately prior to the JS Share Price Event A (but excluding any Debentures that were duly redeemed (other than under paragraph 5.2(a)(i) above) after the JS Share Price Event A but prior to the JS Share Price Event B) subject to the redemption of the Tranche B Debentures (if any are outstanding) in priority over the Tranche A Debentures;

(iii) in case of a JE Share Price Event A. redeem one-third of all Debentures that were outstanding immediately prior to the JE Share Price Event A subject to the redemption of the Tranche B Debentures (if any are outstanding) in priority o -~~~ ....... the Tranche A Debentures; c}~

-~ "0 d..

53 ~-'V/)

(iv) in case of a JE Share Price Event B, redeem one-third of all Debentures that were outstanding immediately prior to the JE Share Price Event A (but excluding any Debentures that were duly redeemed (other than under paragraph 5.2(a)(iii) above) after the JE Share Price Event A but prior to the JE Share Price Event B) subject to the redemption of the Tranche B Debentures (if any are outstanding) in priority over the Tranche A Debentures;

(v) and in all other cases, redeem all outstanding Debentures in full;

by payment of the Restructuring Redemption Amount, together with all other amounts payable under the Transaction Documents or otherwise in respect of the Debentures on the Restructuring Redemption Date.

(b) If on account of Applicable Law, the Company is unable to redeem the Debentures in accordance with paragraph (a) above, the Company shall enter into discussions with the Debenture Trustee (acting on the instruction of the Debenture Holders) to enter into an agreement within a period of 2 Business Days from the date on which the Restructuring Event occurs for restructuring the Debentures by way of amendment to the Terms and Conditions or such other manner, as may be satisfactory to the Debenture Trustee.

(c) The Company shall promptly deliver a notice in writing to the Debenture Trustee (with a copy to the Debenture Holders) of the occurrence of a Restructuring Event. For the avoidance of doubt, the absence of any such notification from the Company shall not waive, or relieve the Company from, the performance of its obligations under paragraphs (a) or (b) above.

(d) The Debenture Trustee may (but is not under any obligation to) notify the Company of the occurrence of any Restructuring Event pursuant to which the Company is required to perform its obligations under this Paragraph 5.2 if it so deems fit. For the avoidance of doubt, the absence of any such notification by the Debenture Trustee shall not waive, or relieve the Company or any other Obligor from, the performance of their respective obligations under the Transaction Documents.

(e) If the Company seeks the prior written consent of the Debenture Trustee for an event that would (without such consent) constitute or cause a Group Debt Event, the Debenture Trustee shall provide its response within 7 Business Days (based on instructions from the Debenture Holders by way of a Majority Resolution).

6.2 FPI Redemption Event

(a) Upon the occurrence of an FPI Redemption Event, a Debenture Holder (who is an FPI and an initial subscriber to the Debentures) may require the Company to redeem its Debentures by delivering a notice to the Debenture Trustee and Company. The Company shall redeem the Debentures held by such Debenture Holder in full by paying the Early Redemption Amount and all other amounts payable to such Debenture Holder under the Transaction Documents or otherwise in respect of its Debentures immediately pursuant to the notice delivered by such Debenture Holder.

(b) The Company shall promptly notify the Debenture Trustee and each Debenture Holder of the occurrence of a FPI Redemption Event.

6.3 Top Up Trigger Redemption Event

54

If, following the occurrence of a JE Top Up Trigger Event or a JS Top Up Trigger Event, as the case may be, the Company does not procure that the JE Collateral Cover or the JS Collateral Cover, as applicable, is restored to the Required Collateral Cover by 5 p.m. on the second Business Day falling after that Reference Calculation Date (the "Top Up Date") in accordance with Paragraphs 8.2(b) or (d) below, as applicable (such event, a "Top Up Trigger Redemption Event"), the Company shall be entitled to redeem each outstanding Debenture in full on the Top Up Trigger Redemption Date at the Top Up Trigger Redemption Amount together with all other amounts payable under the Transaction Documents or otherwise in respect of the Debentures, provided that:

(a) the Top Up Trigger Redemption Event has occurred on a date falling after thirtysix months and one day from the Deemed Date of Allotment ·or any earlier date when the Debentures can be redeemed, if permitted by Applicable Law;

(b) the Company has delivered to the Debenture Trustee and each Debenture Holder by 5 p.m. on 1 Business Day prior to the Top Up Date (a) a notice in writing exercising its option to redeem to the Debentures on the Top Up Trigger Redemption Date, and (b) evidence (in form and substance satisfactory to the Debenture Holders) confirming availability of sufficient funds to redeem each Debenture in full on the Top Up Trigger Redemption Date;

(c) no Restructuring Event has occurred and is continuing;

(d) no Event of Default has occurred and is continuing;

(e) the JE Collateral Value on the Top Up Date is greater than 70% of the JE Collateral Value on the Initial Cover Date; and

(f) the JS Collateral Value on the Top Up Date is greater than 70% of the JS Collateral Value on the Initial Cover Date.

5.4 Voluntary Redemption

(a) Upon the elapse of thirty-six months and one day from the Deemed Date of Allotment, or earlier if permitted by Applicable Law, the Company may redeem some or all of the outstanding Debentures in full by delivering a Voluntary Redemption Exercise Notice to the Debenture Trustee (with a copy to the Debenture Holders) and by paying the relevant Voluntary Redemption Amount in respect of each Debentures being redeemed and all other amounts payable to the Debenture Holders under the Transaction Documents or otherwise in respect of their Debentures on a Voluntary Redemption Date.

(b) The Voluntary Redemption Exercise Notice shall specify (i) the number of Debentures to be redeemed, (ii) the Voluntary Redemption Amount per Debenture and (iii) the date of redemption (the "Voluntary Redemption Date"), which shall be a date falling (x) on any Business Day prior to the Record Date for the Final Redemption Date, and (y) not less than 3 Business Days after the date of the Voluntary Redemption Exercise Notice.

55

5.5 Change in Law Event

(a) If, at any time, there is a Change in Law Event, the Debenture Holder will use its reasonable efforts to transfer the Debentures to an eligible transferee on commercial terms acceptable to the Debenture Holder at its sole discretion (provided that the Debenture Holder is not prohibited from transacting with such transferee under Applicable

Law or internal policies and procedures).

(b) If the Debenture Holder is unable to transfer the Debentures in accordance with paragraph (a) above, it shall be entitled, subject to Applicable Law, to request the Company to redeem its Debentures by delivering a notice in writing to the Company. The Company shall redeem each Debenture held by such Debenture Holder in full by:

(i) paying the Accrued Amount together with all other amounts payable to such Debenture Holder under the Transaction Documents or otherwise in respect of its Debentures on the date specified in the notice delivered by such Debenture Holder (being no earlier than the last day of any applicable grace period permitted by law or regulation, as the case may be, if the consequence of Change in Law Event is attributable to an action or omission of the Debenture Holder or the status of the Debenture Holder. For the avoidance of doubt it is clarified that the Company shall not be required to pay any Break Costs if the redemption is on account of an Change Law Event as specified this sub -clause (i); or

(ii) paying the Accrued Amount together with Break Costs and all other amounts payable to such Debenture Holder under the Transaction Documents or otherwise in respect of its Debentures on the date specified in the notice delivered by such Debenture Holder (being no earlier than the last day of any applicable grace period permitted by law or regulation, as the case may be), if the Change in Law Event, is on account of factors other than those specified in paragraph (i) above. For avoidance of doubt it is hereby clarified that any payment made by the Company to the Debenture Holders pursuant to a redemption in accordance with this paragraph 5 shall not include any Make Whole Amounts.

(c) If on account of Applicable Law, the Company is unable to redeem the Debentures in accordance with paragraph (b) above, the Company shall if requested by the Debenture Trustee (on instructions of the Debenture Holders) use best efforts to apply and obtain the approval of the relevant Governmental Authority for redeeming the Debentures.

6 OVERDUEINTEREST

Overdue Interest shall accrue on any amounts due but not paid in respect" of the Debentures or otherwise under a Transaction Document at the Overdue Interest Rate for the period from (and including) the date on which such amounts first became due to (but excluding) the date of actual payment of such amount (both before and after judgment).

7 REDEMPTION MECHANICS

(a) No action is required on the part of any Debenture Holder(s) at the time of redemption of the Debentures. On the relevant Redemption Date, the relevant amounts shall be paid by the Company, in accordance with Paragraph 13 (Payments) below, to those Debenture Holders whose names appear on the Register of Beneficial Owners as on the Record Date and, for these purposes, a statement issued by the Depository shall be conclusive~;;-....;;~ evidence in respect thereof. ,

8setvices ~

-?'; §• 56 ~~ '"?)~' '/) * ~

(b) All Debentures that are redeemed in full on any Redemption Date will forthwith be

cancelled and extinguished through appropriate corporate action.

(c) Any redemption by the Company of some (but not all) of the Debentures pursuant to Paragraph 5.1 (Restructuring Event) or Paragraph 5.4 (Voluntary Redemption) or

Paragraph 5.5 (Change in Law Event) above may only be made if:

(i) any redemption of Debentures is pro-rata across the Debentures held by all the

Debenture Holders in the proportion of the aggregate nominal value of the Debentures held by each Debenture Holder to the aggregate nominal value of the

Debentures then outstanding;

(ii) a whole number of Debentures are redeemed in respect of each Debenture Holder;

and

(iii) for the avoidance of doubt, such redemption is made together with applicable

Break Costs and all other amounts payable under the Transaction Documents or

otherwise in respect of such Debentures.

8 MINIMUM SECURITY COVER

8.1 Collateral Cover on Initial Cover Date

(a) The Company shall procure that on the Initial Cover Date:

(i) the number of JSW Energy Shares and JSW Steel Shares pledged by the

Pledgers in favour of the Debenture Trustee pursuant to the Pledge Agreement is such that (A) the JE Collateral Cover on the Initial Cover Date is no less than the

Required Collateral Cover and (B) the ratio of JE Collateral Value (JE) to JE

Collateral Value (JS) is equal to 74:26; and

(ii) the number of JSW Steel Shares pledged by the Pledgers in favour of the Debenture Trustee pursuant to the Pledge Agreement is such that the JS Collateral

Cover on the Initial Cover Date is no less than the Required Collateral Cover.

8.2 Top Up Trigger Event

(a) If, on any Calculation Date after the Initial Cover Date (a "Reference Calculation Date"), a JE Top Up Trigger Event occurs, the Company shall procure that the JE Collateral Cover is restored to the Required Collateral Cover (i) in case of a JE Top Up Trigger Event

occurring on account of a Pledgor CIRP Application Event by 5 p.m. on the next Business Date after the Pledgor CIRP Event Date, and (ii) in all other cases, by 5 p.m. on the second Business Day falling after that Reference Calculation Date in each case calculated using the Share Price of JSW Energy Shares and/or JSW Steel Shares, as the case

maybe as at that Reference Calculation Date in accordance with sub-paragraph (b) below. For the avoidance of doubt, any movements in Share Price of JSW Energy Shares or JSW

Steel Shares between the Reference Calculation Date and the second Business Day falling after that Reference Calculation Date shall be disregarded for the purposes of determining compliance with this sub-paragraph (a) on the second Business Day falling after the Reference Calculation Date. For avoidance of doubt, it is clarified that if the

Reference Calculation Date is the Pledgor CIRP Event Date or any date thereafter, then on such Reference Calculation Date while determining if a JE Top Up Trigger Event has occurred, all JSW Steel Shares forming part of the JE Collateral Shares and/or the J Energy Shares forming part of the JE Collateral Shares which have been pledged b

57

Pledgor in respect of whom the Pledgor CIRP Application Event has occurred shall be

excluded from the calculation of JE Collateral Shares.

(b) The Company shall restore the JE Collateral Cover to the Required Collateral Cover as required under sub-paragraph (a) above by procuring that the Pledgors (subject to subparagraphs (e) to (h) below) pledge additional JSW Energy Shares or JSW Steel Shares (whether by way of Collateral Switch (if applicable) or otherwise) in favour of the

Debenture Trustee (a "JE Share Top-Up") in each case, by 5 p.m. (i) in case of a JE Top

Up Trigger Event occurring on account of a Pledgor CIRP Application Event, on the next Business Day after the Pledgor CIRP Event Date, and (ii) in all other cases, on the second

Business Day after the relevant Reference Calculation Date.

Set out below is an illustration explaining the working of this sub-paragraph (b):

JE Top Up Trigger Event (on account of Pledgor CIRPApplication Event)

Assuming that, T1 and T2 are consecutive Business Days. If T1 is a Pledgor CIRP Event Date, then the Company shall at or before 5 p.m. on T2 restore the JE Collateral Cover to the Required Collateral Cover by way of a JE Share Top Up and if it fails to do so, then the

Debenture Trustee shall have the right to exercise its rights under Clause 1 0.24 (Remedies

upon an Event of Default) of this Deed.

JE Top Up Trigger Event (in all other cases)

Assuming that, T1, T2, T3 are 3 consecutive Business Days. If on T1 a JE Top Up Trigger

Event occurs, then any Pledgor(s) or the Company shall at or before 5 p.m. on T3 restore

the JE Collateral Cover to the Required Collateral Cover by way of a JE Share Top Up. If the JE Collateral Cover is not restored to the Required Collateral Cover by 5 p.m. on T3, then the Debenture Trustee shall have the right after 5 p.m. on T3 to exercise its rights

under Clause 10.24 (Remedies upon an Event of Default) of this Deed.

For the avoidance of doubt, the description of events set out above is by way of illustration only and shall not be construed to restrict the rights or obligations of the Secured Parties or

the Obligors under the Transaction Documents.

(c) If, on any Reference Calculation Date, a JS Top Up Trigger Event occurs, the Company

shall procure that the JS Collateral Cover is restored to the Required Collateral Cover (i) in case of a JS Top Up Trigger Event occurring on account of a Pledgor CIRP Application Event by 5 p.m. on the next Business Day after the Pledgor CIRP Event Date, and (ii) in all other cases, by 5 p.m. on the second Business Day falling after that Reference Calculation

Date calculated using the Share Price of JSW Steel Shares as at that Reference Calculation Date in accordance with sub-paragraph (d) below. For the avoidance of doubt,

any movements in Share Price of JSW Steel Shares between the Reference Calculation Date and the second Business Day falling after that Reference Calculation Date shall be disregarded for the purposes of determining compliance with this sub-paragraph (c) on the second Business Day falling after the Reference Calculation Date. For avoidance of doubt,

it is clarified that if the Reference Calculation Date is the Pledgor CIRP Event Date or any date thereafter, then on such Reference Calculation Date while determining if a JS Top Up Trigger Event has occurred, all JSW Steel Shares pledged by the Pledgor in respect of whom the Pledgor CIRP Application Event has occurred shall be excluded from the

calculation of JS Collateral Shares.

(d)

paragraphs (e) to (h) below) pledge additional JS Shares in favour of the Debenture Trustee (a "JS Share Top-Up") (i) in case of a JS Top Up Trigger Event occurring on account of a Pledgor CIRP Application· Event by 5 p.m. on the next Business Day after the Pledgor CIRP Event Date, and (ii) in all other cases, by 5 p.m. on the second Business

Day after the relevant Reference Calculation Date.

Set out below is an illustration explaining the working of this sub-paragraph (d):

JS Top Up Trigger Event (on account of Pledgor CIRP Application Event)

Assuming that, T1 and T2 are consecutive Business Days. If T1 is a Pledgor Cl RP Event Date, then the Company shall at or before 5 p.m. on T2 restore the JS Collateral Cover to the Required Collateral Cover by way of a JS Share Top Up and if it fails to do so, then the Debenture Trustee shall have the right to exercise its rights under Clause 10.24 (Remedies

upon an Event of Default) of this Deed.

JS Top Up Trigger Event (in all other cases)

Assuming that, T1, T2, T3 are 3 consecutive Business Days. If on T1 a JS Top Up Trigger Event occurs, then any Pledgor(s) shall at or before 5 p.m. on T3 restore the JS Collateral Cover to the Required Collateral Cover by way of a JS Share Top Up. If the JS Collateral Cover is not restored to the Required Collateral Cover by 5 p.m. on T3, then the Debenture Trustee shall have the right after 5 p.m. on T3 to exercise its rights under clause 10.24 (Remedies upon an Event of Default) of the Debenture Trust Deed.

For the avoidance of doubt, the description of events set out above is by way of illustration only and shall not be construed to restrict the rights or obligations of the Secured Parties or the Obligors under the Transaction Documents.

(e) Notwithstanding anything to the contrary in any Transaction Document, no JE Share Top Up shall be made if it would result in the aggregate number of JSW Energy Shares forming part of the JE Collateral Shares at any time exceeding 24% of the total issued equity share capital of JSW Energy, or such other lower percentage threshold (including a suitable buffer) as the Debenture Trustee (acting on the instructions of the Debenture Holders) may reasonably determine (and notify to the Obligors in writing) in order to avoid triggering any open offer or takeover requirements pursuant to the Takeover Regulations.

(f) Notwithstanding anything to the contrary in any Transaction Document, no JS Share Top Up shall be made or JE Share Top Up (by way of pledging JSW Steel Shares) if it would result in the aggregate number of JSW Steel Shares forming part of the JS Collateral. Shares and the JE Collateral Shares at any time exceeding 24% of the total issued equity share capital of JSW Steel, or such other lower percentage threshold (including a suitable buffer) as the Debenture Trustee (acting on the instructions of the Debenture Holders) may reasonably determine (and notify to the Obligors in writing) in order to avoid triggering any open offer or takeover requirements pursuant to the Takeover Regulations.

(g) Without the prior written consent of the Debenture Trustee, the Pledgors shall not be entitled to pledge additional JSW Energy Shares or JSW Steel Shares, as the case may be, in favour of the Debenture Trustee if no JE Top Up Trigger Event or JS Top Up Trigger has occurred provided that nothing in this sub-paragraph (g) shall affect: (i) any pledge of JSW Energy Shares and JSW Steel Shares in accordance with Paragraph 8.3(f) below, and (ii) the pledge of any Shares or other securities received by any Pledgor as . distribution or dividend on the JE Collateral Shares or JS Collateral Shares, as the ~ervlce.r 1'0

~ ~· .fj ~ .::.;; ...... 'C (1:1 4 ,_

7':; ~:::::-· ~- "~ w ~ * ~,.

may be, in accordance with clause 2.5 (Dividends and other Distributions) of the Pledge

Agreement.

(h) The Debenture Trustee is not required to notify the Company of any fall in the JE Collateral Cover or the JS Collateral Cover or otherwise of the occurrence of any event pursuant to which the Company is required to perform their obligations under this

Paragraph 8.2.

(i) Each Pledgor in respect of whom a Pledgor CIRP Application Event has occurred shall on the Pledgor Cl RP Event Date, inform the Debenture Trustee, of the occurrence of the Pledgor CIRP Application Event. The Debenture Trustee shall on the Pledgor CIRP Event Date, by notice in writing, require the Company to ensure that the JE Collateral Cover

and/or the JS Collateral Cover is restored to the Required Collateral Cover in accordance

with this Paragraph 8.2.

8.3 Top Down Trigger Event

(a) On the occurrence of a JE Top Down Trigger Event, the Company may by notice in writing request the Debenture Trustee to release any JE Collateral Shares. Upon receipt of such

request from the Company together with the relevant calculations, the Debenture Trustee

shall (acting on the instruction of the Debenture Holders), within 3 Business days of request, if it is satisfied that no Event of Default has occurred or will occur following a

release and if it is satisfied with the calculations provided by the Company, release such number of JE Collateral Shares from the pledge created pursuant to the Pledge

Agreement such that:

(i) if only JE Collateral Shares that have pledged by way of a JE Share Top Up ("JE Top Up Collateral Shares") are to be released, such release results in the JE

Collateral Cover being reduced to no less than the Required Collateral Cover;

(ii) if any JE Initial Collateral Shares are to be released, such release results in the JE

Collateral Cover being reduced to no less than 110%, subject to Clause 8.3 (c), and results in the number of JSW Energy Shares comprising the JE Initial Collateral Shares being reduced to no less than the Topdown Threshold JE Initial Collateral Shares (JE) or JSW Steel Shares comprising the JE Initial Collateral

Shares being reduced to no less than the Topdown Threshold JE Initial Collateral Shares (JS); and

(iii) results in the JE Collateral Cover (JE) reduced to no less than 60%.

(b) On the occurrence of a JS Top Down Trigger Event, the Company may by notice in writing request the Debenture Trustee to (A) release any JS Collateral Shares or (B) withdraw

JSW Steel Shares from the JS Collateral Shares and include them in the JE Collateral Shares ("Collateral Switch"). Upon receipt of such request from the Company together

with the relevant calculations, the Debenture Trustee shall (acting on the instruction of the

Debenture Holders), within 3 Business days of request, if it is satisfied that no Event of Default has occurred or will occur following a release and if it is satisfied with the calculations provided by the Company, either (A) release such number of JS Collateral Shares from the pledge created pursuant to the Pledge Agreement or (B) execute the Collateral Switch such that in each case:

(i)

Switch, as the case maybe, such release or Collateral Switch, results in the JS Collateral Cover being reduced to no less than the Required Collateral Cover; and

(ii) if any JS Initial Collateral Shares are to be released or be subject to the Collateral Switch, as the case maybe, subject to Clause 8.3 (d), such release or Collateral Switch results in the JS Collateral Cover being reduced to no less than 11 0% and results in the number of JS Initial Collateral Shares being reduced to no less than the Topdown Threshold JS Initial Collateral Shares.

(c) On the occurrence of a JE Top Down Trigger Event, the release pursuant to which results in the number of JE Initial Collateral Shares being reduced to less than the Topdown Threshold JE Initial Collateral Shares, the Company may by notice in writing request the Debenture Trustee to release any JE Collateral Shares. Upon receipt of such request from the Company together with the relevant calculations, the Debenture Trustee shall (acting on the instruction of the Debenture Holders), within 3 Business days of request, if it is satisfied that no Event of Default has occurred or will occur following a release and if it is satisfied with the calculations provided by the Company, release such number of JE Collateral Shares from the pledge created pursuant to the Pledge Agreement such that it results in the JE Collateral Cover being reduced to no less than 125% and results in the number of JSW Energy Shares comprising the JE Initial Collateral Shares being reduced to no less than the Subsequent Topdown Threshold JE Initial Collateral Shares (JE) or JSW Steel Shares comprising the JE Initial Collateral Shares being reduced to no less than the Subsequent Topdown Threshold JE Initial Collateral Shares (JS).

(d) On the occurrence of a JS Top Down Trigger Event, the release pursuant to which results in the number of JS Initial Collateral Shares being reduced to less than the Topdown Threshold JS Initial Collateral Shares, the Company may by notice in writing request the Debenture Trustee to release any JS Collateral Shares or execute the Collateral Switch. Upon receipt of such request from the Company together with the relevant calculations, the Debenture Trustee shall (acting on the instruction of the Debenture Holders), within 3 Business days of request, if it is satisfied that no Event of Default has occurred or will occur following a release and if it is satisfied with the calculations provided by the Company, release such number of JS Collateral Shares from the pledge created pursuant to the Pledge Agreement or execute the Collateral Switch such that in each case it results in the JS Collateral Cover being reduced to no less than 125% and results in the number of JS Initial Collateral Shares being reduced to no less than the Subsequent Topdown Threshold JS Initial Collateral Shares.

(e) If any JE Extraordinary Dividend Amounts or JS Extraordinary Dividend Amounts have been deposited into the Cash Account and have been standing to the credit of the Cash Account (including any amounts transferred from the Cash Account to a Cash Fixed Deposit) for a minimum period of 15 Business Days, the relevant Pledgor may by notice in writing request the Debenture Trustee to release the charge over such monies and permit the relevant Pledgor to withdraw such monies from the Cash Account. Upon receipt of such request from the relevant Pledgor together with the relevant calculations, the Debenture Trustee shall, if it is satisfied:

(i) with the calculations provided by the relevant Pledgor,

(ii) that no Event of Default has occurred or will occur following a release,

(iii) that the JE Collateral Cover will be reduced to no less than 110%, and

61

(iv) that the JS Collateral Cover will be reduced to no less than 110%,

permit the relevant Pledgor to withdraw such monies from the Cash Account and release

charge over such monies.

(f) For the purposes of ensuring that the JE Collateral. Cover and the JS Collateral Cover is reduced to no less than 11 0% following any withdrawal of monies in accordance with paragraph (e) above, the Company shall be permitted to procure that additional JSW Energy Shares and JSW Steel Shares, as applicable, are pledged in favour of the Debenture Trustee in accordance with the Pledge Agreement prior to any withdrawal of

monies.

8.4 Substitution of Pledge

(a) The Company may by delivering a Pledge Substitution Notice request the Debenture Trustee to permit a member of the Promoter Group or the JSW Group (as the case may be) including an existing Pledgor (the "Substitute Pledgor'') to substitute one or more existing JE Collateral Shares and/or JS Collateral Shares (together with all Collateral) by pledging a corresponding number of other JSW Energy Shares and/or JSW Steel Shares owned by the Substitute Pledgor in favour the Debenture Trustee.

(b) The Pledge Substitution Notice shall set out the following details:

(i) name of the Substitute Pledgor;

(ii) name of the existing Pledgor whose Collateral Shares are proposed to be substituted;

(iii) details of the JSW Energy Shares and/or JSW Steel Shares owned by and proposed to be pledged by the Substitute Pledgor in favour of the Debenture Trustee in accordance with the terms of the Pledge Agreement (the "Substitute Pledgor Collateral Shares");

(iv) details of the JE Collateral Shares and/or JS Collateral Shares to be released from the pledge created under the Pledge Agreement by the Debenture Trustee (the "Release Collateral Shares"); and

(v) a confirmation that Section 185 of Companies Act, 2013 is not applicable to the Substitute Pledgor in relation to its entry into and performance of its obligations under the Pledge Agreement.

(c) Upon receipt of the Pledge Substitution Notice, the Debenture Trustee shall permit the release of the Release Collateral Shares provided that:

(i) the Company or the Substitute Pledgor has provided to the Debenture Trustee details in writing of any proposed solvent intra-group restructuring or reorganisation or realignment within the Promoter Group (if any) pursuant to which the Substitute Pledgor is seeking to replace the existing Pledgor.

(ii) the Substitute Pledgor (in case it is not an existing Pledgor) becomes an Acceding Pledgor in accordance with Clause 6.2 (Accession of New Pledgors);

(iii)

and Deposit Documents) of the

62

Agreement and submits evidence to the satisfaction of the Debenture Trustee

that Pledge over the Substitute Pledgor Collateral Shares has been created in

favour the Debenture Trustee;

(iv) evidence that the Substitute Pledgor has filed the Pledge Accession Deed and the Pledge Agreement with the Registrar of Companies, each of which being

adequately stamped, together with the certificate of registration of charge

provided by the Registrar of Companies in connection with the Substitute Pledgor

Collateral Shares;

(v) the number of JSW Energy Shares forming part of the Substitute Pledgor

Collateral Shares (if any) is exactly equal to the number of JSW Energy Shares

forming part of the Release Collateral Shares;

(vi) the number of JSW Steel Shares forming part of the Substitute Pledgor Collateral

Shares (if any) is exactly equal to the number of JSW Steel Shares forming part

of the Release Collateral Shares;

(vii) no Event of Default has occurred; and

(viii) such release does not result in:

(A) Change of Control;

(B) a breach of the representations under paragraph 19 (Shares Shareholding

and Control) of Schedule 3 (Representations and Warranties);

(C) a Collateral Event; or

(D) the Security created over the Collateral Shares or the enforceability thereof

being adversely affected or compromised in any manner.

8.6 Release upon redemption of the Tranche B Debentures

(a) Upon all Tranche B Debentures being fully redeemed and all amounts that are payable in

relation to such Debentures having been paid in accordance with the terms of this Deed,

the Company may by notice in writing request the Debenture Trustee to release (i) such number of JS Collateral Shares which results in the JS Collateral Cover being reduced to

no less than the Required Collateral Cover and (ii) such number of JE Collateral Shares

which results in the JE Collateral Cover being reduced to no less than the Required

Collateral Cover.

(b) Upon receipt of such request from the Company together with the relevant calculations,

the Debenture Trustee shall, within 3 Business days of request, if it is satisfied that the

Debentures have been redeemed in full and all amounts payable in relation to such

Debentures have been paid in accordance with the terms of this Deed if it is satisfied with the calculations provided by the Company on such date shall release (i) such number of

JS Collateral Shares which results in the JS Collateral Cover being reduced to no less

than the Required Collateral Cover and (ii) such number of JE Collateral Shares which

results in the JE Collateral Cover being reduced to no less than the Required .Collateral

Cover, by issuing relevant instructions to the Debenture Trustee's Depository Participant.

8.6 Release upon full redemption

(a)

Company may by notice in writing request the Debenture Trustee to release all the Charged Assets from the Security created under the Transaction Documents.

(b) Upon receipt of such request from the Company together with the relevant calculations, the Debenture Trustee shall, within 3 Business days of request, if it is satisfied that the Debentures have been redeemed in full and all amounts payable in relation to such Debentures have been paid in accordance with the terms of this Deed if it is satisfied with

the calculations provided by the Company on such date shall:

(i) release the Collateral Shares pledged in the favour of the Debenture Trustee pursuant to the Pledge Agreement, by issuing relevant instructions to the

Debenture Trustee's Depository Participant; and

(ii) redeliver the Powers of Attorney or any other powers of attorney executed pursuant to the terms of the Pledge Agreement and this Deed in favour of the Debenture

Trustee marked as "Cancelled.

8. 7 No release except as provided

For the avoidance of doubt, it is clarified that:

(i) any partial redemption of the Debentures (or any part thereof) shall not entitle any Obligor to request for any release of Security over any Charged Asset except in accordance with the provisions of Paragraph 8.3 (Top Down Trigger Event) above or Paragraph 8.5 (Release upon full redemption);

(ii) the Debenture Trustee shall not be required to release the Security created over any Charged Assets except in accordance with the express provisions of this Deed or the Pledge Agreement;

(iii) the Debenture Trustee shall not be required to obtain prior consent of the Debenture Holders for any release of Pledged Shares if such release is in accordance with the provisions of Paragraph 8.3 (Top Down Trigger Event) or and Paragraph 8.5 (Release

upon full redemption) above; and

(iv) the Debenture Trustee shall notify the Debenture Holders following each release of any Pledged Share in accordance with the provisions of Paragraph 8.3 (Top Down Trigger Event) above.

(v) the Debenture Trustee shall, within 2 Business Days of either a JE Share Top Up and/or a JS Share Top Up, as the case maybe if it is satisfied that the JE Collateral Cover has been restored to the Required Collateral Cover and the JS Collateral Cover has been restored to the Required Collateral Cover, as per the provisions of Clause 3.2, on account of a Pledgor CIRP Application Event, release the Security created over the existing JSW Energy Shares and/or the JSW Steel Shares, as the case maybe, which have been pledged by a Pledgor against whom the Pledgor CIRP Application Event has occurred.

8.8 Corporate Action

The Company shall notify the Debenture Trustee and the Debenture Holders of any proposed Corporate Action by an Operating Company and shall ensure to immediately (and in any event at least 5 Business Days prior to the effective date of the proposed Corporate Action) take all actions necessary to ensure that there is no reduction in the JE Collateral Cover or the JS Collateral Cover as a result of such proposed Corporate ~v-ic...;:'e'

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64 ~ ~

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and to otherwise protect and maintain the value of the Collateral Shares, and any calculations in relation to the value of the Collateral Shares shall be subject to the satisfaction of the Debenture Trustee (acting on the instructions of the Debenture Holders).

As an illustration, if a bonus share issue or a rights issue or similar is announced, then the Company shall ensure that immediately (and in any event at least 5 Business Days prior to the ex-date of such bonus or rights issue) it instructs the trustee and all other relevant parties to create the pledge on the new shares in order to protect and maintain the value of the Collateral Shares. In the case of a bonus share issue or similar distribution, all the new shares issued would be pledged and in the case of a rights issue, the new shares issued equivalent to the share capital dilution would be pledged.

9 SECURITY

All of the obligations of the Company under the Debentures and the Transaction Documents, including the payment of the Debt shall be secured by:

(a) a pledge created under the Pledge Agreement of such number of Shares as is required from time to time under Paragraph 8 (Minimum Security Cover) created

under the Pledge Agreement; and

(b) in accordance with Clause 8 (Cash Assets) of the Debenture Trust Deed and clause 3.8 of the Pledge Agreement, Security over the Cash Account and the Cash Assets in favour of the Debenture Trustee, in form and substance satisfactory to the Debenture Trustee.

10 DEFAULT AND REDEMPTION

(a) The provisions of Clause 10 (Events of Default and Remedies) of the Deed shall be applicable to each Debenture as if set out herein.

(b) Promptly upon a request by the Debenture Trustee, the Company shall supply to the Debenture Trustee a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

11 REGISTER OF BENEFICIAL OWNERS

The Register of Beneficial Owner(s) containing all relevant particulars shall be maintained by the Depository.

12 TRANSFER

The Debentures shall be freely transferable by issuance of transfer instructions to the Depository by the relevant Debenture Holders in accordance with Applicable Law. The Debentures shall be transferred and/or transmitted by or to a transferor or transferee only in accordance with the applicable provisions of the Act and other Applicable Laws including the rules/procedures as prescribed by the relevant Depositories and the relevant depository participants of the transferor or transferee.

13 PAYMENTS

(a)

65

(NEFT) into such bank account of the Debenture Holder as may be notified to the Company by such Debenture Holder or the Debenture Trustee (acting on behalf of the

Debenture Holder).

(b) Payment of the applicable Redemption Amount will be made to the sole holder and in case of joint holders to the one whose name stands first in Register of Beneficial Owners.

(c) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding

Business Day (if there is not). ·

(d) All payments to be made by the Company to a Debenture Holder pursuant to Clause 4 (Covenant to Pay and Use of Proceeds) of the Deed and/or these Terms and Conditions, including Redemption Amounts, Overdue Interest, Break Costs, Make Whole Amounts, and all other payments upon redemption of the Debentures, shall be made free and clear of and without any deduction or withholding for or on account of Tax unless the Company is required to make a Tax Deduction under the Tax Act, in which case the Company shall make that Tax Deduction in accordance with and within the time prescribed by Applicable Law and deliver to the relevant Debenture Holder a tax deduction certificate in the format

prescribed and within the time prescribed under the Tax Rules.

14 TAX

The provisions of Clause 25 (Tax) of the Deed shall be applicable to each Debenture

Holder as if set out herein.

15 DAY COUNT CONVENTION

Any interest, premium, commission or fee accruing on the Debentures will accrue from day to day and is calculated on the basis of the actual number of days elapsed (actual/actual).

16 DISCHARGE

A Debenture shall be taken as discharged on payment of all amounts due in respect thereof on the applicable Redemption Date for that Debenture to the Debenture Holder whose name appears in the Register of Beneficial Owner(s) on the relevant Record Date. On such payments being made, the Company will inform the Depository and accordingly the account of the Debenture Holders with the Depository will be adjusted.

17 DEBENTURE HOLDERS NOT ENTITLED TO SHAREHOLDERS RIGHTS

Except as provided in the Deed, the Debenture Holders will not be entitled to any of the rights and privileges available to the members of the Company including right to receive notices of or to attend and vote at general meetings. If, however, any resolution affecting the rights attached to the Debentures is placed before the members of the Company, the Company shall ensure that such resolution will first be placed before the Debenture Holders for their consideration and not take any action in pursuance of such resolution unless the resolution has been approved by the applicable majority of Debenture Holders.

18 VARIATION OF DEBENTURE HOLDERS' RIGHTS

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated in accordance with the provisions of Schedule 2 (Provisions for Meetings and Decision Making) or by the Debenture Trustee in accordance with Clause 18 (Modifications to this Deed) of the Deed.

66

.........:::;;;.-...;~

19 NOTICES

The provisions of Clause 24 (Notices) of the Deed shall be applicable to each Debenture

Holder as if set out herein.

20 GOVERNING LAW

The Debentures are governed by Indian law.

21 ENFORCEMENT

(a) Subject to paragraph (c) below, the courts and tribunals of Mumbai have exclusive jurisdiction to settle any dispute arising out of or in connection with the Debentures (including a dispute regarding the existence, validity or termination of the Debentures) (a "Dispute") and, accordingly, any legal action, suit or proceedings {collectively referred to as "Proceedings") arising out of or in connection with a Dispute may be brought in those courts and tribunals and the Company irrevocably submits to and accept for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts and

tribunals.

(b) The Company agrees that the courts and tribunals of Mumbai are the most appropriate and convenient courts to settle Disputes and accordingly it will not argue to the contrary. The Company (i) irrevocably waives (a) any objection now or in future, to the laying of the venue of any Proceedings in the courts and tribunals in Mumbai, and {b) any claim that any such Proceedings have been brought in an inconvenient forum and (ii) irrevocably agrees that a judgment in any Proceedings brought in the courts and tribunals in Mumbai shall be conclusive and binding upon it and may be enforced in the courts and tribunals of any other jurisdiction (subject to the laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law.

(c) This paragraph 21 is for the benefit of the Debenture Holders only. As a result, no Debenture Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Debenture Holders may take concurrent proceedings in any number of jurisdictions.

(d) The Company irrevocably and generally consents in respect of any proceedings anywhere in connection with the Debentures to the giving of any relief or the issue of any process in connection with those proceedings including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of their use or intended use) of any order or judgment which may be made or given in those proceedings.

(e) The Company irrevocably agrees that, should any Debenture Holder take any proceedings anywhere (whether for an injunction, specific performance, damages or otherwise in connection with the Debentures), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from those proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or with respect to its assets, any such immunity being irrevocably waived. The Company irrevocably agrees that it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations in respect of the Debentures.

67

SCHEDULE 2 PROVISIONS FOR MEETINGS AND DECISION MAKING

The following provisions shall apply to any meeting of the Debenture Holders:

1 The Debenture Trustee or the Company may, at any time, and the Debenture Trustee shall

(i) upon the happening of any event, which constitutes a breach, default or which in the opinion of the Debenture Trustee affects the interest of the Debenture Holders or (ii) at the

request in writing of:

(a) Debenture Holders representing not less than 10% (ten per cent.) of the nominal value of

the Debentures for the time being outstanding;

(b) Or a Debenture Holder with a grievance made in accordance with Clause 13.12 (Redressal

of Debenture Holders grievances) of the Deed,

call a meeting of the Debenture Holders. Any meeting called by the Debenture Trustee or the Company under the Deed can be by way of a physical meeting or by way of a telephone conference call and in case of a physical meeting, shall be held at such place in the city where the registered office of the Company is situated or at such other place as the

Debenture Trustee shall determine.

2 A meeting of the Debenture Holders may be called by giving not less than 7 Business

Days' notice in writing.

3 A meeting may be called after giving any shorter notice than that specified in paragraph 2 above, if consent is accorded thereto by Debenture Holders representing not less than

66.67% of the nominal value of the Debentures for the time being outstanding.

4 Every notice of a meeting of the Debenture Holders shall specify the place (or in case of a

telephone conference call, the details required to attend such call), day and hour of the

meeting and shall contain a statement of the business to be transacted at the meeting.

5 Notice of every meeting shall be given to:

(a) every Debenture Holder in accordance with Clause 24 (Notices) of this Deed;

(b) the persons entitled to a Debenture in consequence of the death or insolvency of a

Debenture Holder, by sending it through post in a pre-paid letter addressed to them by

name or by the title of 'representatives of the deceased', or 'assignees of the insolvent' or by any like description at the address, if any, in India supplied for the .purpose by the persons claiming to be so entitled or until such an address has been so supplied, by

giving the ·notice in any manner in which it might have been given if the death or insolvency had not occurred;

(c) the auditor or auditors for the time being of the Company in the manner detailed in

Section 20 of the Act in respect of any members of the Company; and

(d) the Debenture Trustee when the meeting is convened by the Company and to the

Company when the meeting is convened by the Debenture Trustee.

6 The accidental omission to give notice to, or the non-receipt of notice by, any Debenture Holder or other person to whom it should be given shall not invalidate the proceedings at the meeting.

68

7 There shall be annexed to the notice of the meeting an explanatory statement setting out all material facts concerning each such item of business, including in particular the nature of the concern or interest, if any, therein of every director and the manager, if any, of the Company, provided that where any item of special business as aforesaid to be transacted at a meeting of the Debenture Holders relates to, or affects, any other company, the extent of shareholding interest in that other company of every director, and the managing director, if any, of the first mentioned company shall also be set out in the statement if the extent of such shareholding interest is not less than twenty per cent of the paid up share capital of

that other company.

8 Where any item of business consists of according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the

statement aforesaid.

9 Debenture Holders holding not less than 51% of the nominal value of the Debentures for the time being outstanding shall be the quorum for the meeting of the Debenture Holders and provisions of paragraph 1 0 below shall apply with respect thereto.

10 If, within half an hour from the time appointed for holding a meeting of the Debenture Holders, a quorum is not present, the meeting, if called upon the requisition of the Debenture Holders shall stand dissolved but in any other case the meeting shall stand adjourned to the same day in the next week, at the same time and place (or in case of a telephone conference call, the details required to attend such call), or to such other day and at such other time and place (or in case of a telephone conference call, the details required to attend such call), as the Debenture Trustee may determine and if at the adjourned meeting also a quorum is not present within half an hour from the time appointed for the holding of the meeting, the Debenture Holders present shall be a quorum.

11 The nominee of the Debenture Trustee shall be the Chairman of the meeting and in his absence the Debenture Holders personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands.

12 If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of the Act, the Chairman elected on a show of hands exercising all the powers of the Chairman under the said provisions.

13 If some other person is elected Chairman as a result of the poll, he shall be Chairman for the rest of the meeting.

14 The Debenture Trustee and the directors of the Company and their respective legal advisers may attend any meeting but shall not be entitled as such to vote thereat.

15 At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded in the manner hereinafter mentioned, and unless a poll is so demanded, a declaration by the Chairman that on a show of hands the resolution has or has not been carried either unanimously or by a particular majority and an entry to that effect in the books containing the minutes of the proceedings of the meeting, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of or against such resolution.

16

Holders holding Debentures representing not less than 1 0% of the nominal value of the

Debentures for the time being outstanding present in person or by proxy.

17 The demand of a poll may be withdrawn at any time by the person or persons who made

the demand.

18 A poll demanded on a question of adjournment shall be taken forthwith.

19 A poll demanded on any other question (not being a question relating to the election of a Chairman) shall be taken at such time not being later than forty-eight hours from the time

when the demand was made, as the Chairman may direct.

20 At every such meeting each Debenture Holder shall, on a show of hands, be entitled to one vote only, but on a poll he shall be entitled to one vote in respect of every Debenture of

which he is a holder in respect of which he is entitled to vote.

21 Any Debenture Holder entitled to attend and vote at the meeting shall be entitled to appoint another person (whether a Debenture Holder or not) as his proxy to attend and vote

instead of himself.

22 In every notice calling the meeting there shall appear with reasonable prominence a statement that a Debenture Holder entitled to attend and vote is entitled to appoint one or more proxies, to attend and vote instead of himself, and that a proxy need not be a

Debenture Holder.

23 The instrument appointing a proxy and either the original power of attorney (if any) under which it is signed or a notarially certified copy of such power of attorney shall be deposited at the registered office of the Company (with a copy to the Debenture Trustee) not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or in case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll and in default, the instrument of proxy shall not be treated as valid.

24 The instrument appointing a proxy shall:

(a) be in writing; and

(b) be signed by the person appointing or his attorney duly authorised in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.

25 The instrument appointing a proxy shall be in a form prescribed under the Act and shall not be questioned on the ground that it fails to comply with any special requirements specified for such instruments by the Articles.

26 Every Debenture Holder entitled to vote at a meeting of the Debenture Holders of the Company on any resolution to be moved thereat shall be entitled during the period beginning twenty four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than three days' notice in writing of the intention so to inspect is given to the Company.

27

such death, insanity, revocation or transfer has been received by the Company at its registered office before the commencement of the meeting or adjourned meeting at which

the proxy is used.

28 On a poll taken at any meeting a Debenture Holder entitled to more than one vote need not

use all his votes or cast in the same way all the votes he uses.

29 When a poll is to be taken, the Chairman of the meeting shall appoint two scrutinisers to scrutinise the votes given on the poll and to report thereon to him.

30 The Chairman shall have power, at any time before the result of the poll is declared, to remove scrutinisers from office and to fill vacancies in the office of scrutinisers arising from

such removal or from any other cause.

31 Of the two scrutinisers appointed under paragraph 29, one shall be a Debenture Holder (not being an officer or employee of the Company) present at the meeting unless there is no such Debenture Holder available and willing to be appointed.

32 Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.

33 The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.

34 In the case of joint Debenture Holders, the vote of the first named Debenture Holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the other joint holder or holders.

35 The Chairman of a meeting of the Debenture Holders may, with the consent of the meeting, adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

36 In the case of equality of votes, whether on a show of hands, or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled to as a Debenture Holder.

37 The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

38 The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

39 A meeting of the Debenture Holders shall have the following powers exercisable by a Unanimous Resolution:

(a) to amend or waive any of following terms of the Debentures and/or the Transaction Documents:

(i) the applicable majority of Debenture Holders required to vote on, or give instructions to the Debenture Trustee on, any matter provided for under this Deed;

(ii) an extension to the date of payment of any amount in respect of the Debentures or ....,..--;;;;...;..;;;::-...,.

under the Transaction Documents;

71

(iii) a reduction in the amount of any payment of principal, interest, fees or commission payable in respect of the Debentures or under the Transaction Documents;

(iv) a change to any Obligor;

(v) any provision which expressly requires the consent of all the Debenture Holders;

(vi) the manner of sharing of any proceeds of enforcement under Clause 13.3 (Power

to apply Proceeds);

(vii) the release of any Security created pursuant to any Transaction Document or of any Charged Assets (except as provided in any Transaction Document);

(viii) the nature or scope of the Charged Assets except to the extent that it relates to the sale or disposal of a Charged Asset where that sale or disposal is expressly permitted under this Deed or any other Transaction Document; and

(b) to authorise the Debenture Trustee to concur in and execute any supplemental deed embodying any such modification by passing a Unanimous Resolution for this purpose.

40 A meeting of the Debenture Holders shall have the following powers exercisable by an Extraordinary Resolution:

(a) to sanction any compromise or arrangement proposed to be made between the Company and the Debenture Holders;

(b) to assent to any scheme for reconstruction or amalgamation of or by the Company whether by sale or transfer of assets (other than any merger or amalgamation which the Company is permitted to enter into under this Deed);

(c) to exonerate the Debenture Trustee from any liability in respect of any act or omission for which it may become responsible under this Deed or any other Transaction Document; or

(d) to give any other direction, sanction, request or approval, which under any provision of this Deed is required to be given by a Extraordinary Resolution.

41 With respect to removal of the Debenture Trustee and appointment of new Debenture Trustee, a resolution of the Debenture Holders at a meeting shall be by way of a majority representing not less than 75% of the aggregate nominal value of the outstanding Debentures.

42 All other resolutions of the Debenture Holders at a meeting shall be by way of a Majority Resolution.

43 A resolution, passed at a general meeting of Debenture Holders duly convened and held in accordance with this Deed, shall be binding upon all the Debenture Holders whether present or not at such meeting and each of the Debenture Holders shall be bound to give effect thereto accordingly, and the passing of any such resolutions shall be conclusive evidence that the circumstances justify the passing thereof, the intentions being that it shall rest with the meeting to determine without appeal whether or not the circumstances justify the passing of such resolution.

44 Minutes of all Resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered into books from time to time provided for the purpose by the Debenture Trustee at the expenses of the Company and any such minutes as aforesaid, if purported to be signed by the Chairman of the meeting at which such Resolutions wer . passed or proceedings held or by the Chairman of the adjourned meeting shal @]servlce.s-,o

<::::i ~· ·~ ~ .::.; ..... "C (t)

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conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in-respect of the proceedings of which minutes have been made shall be deemed to have been duly held and convened and all resolutions passed thereat or proceedings taken, to have been duly passed and taken.

45 Notwithstanding anything contained herein, it shall be competent for the Debenture Holders to exercise the rights, powers and authorities of the Debenture Holders in respect of the Debentures by way of written instructions from each Debenture Holder to the Debenture Trustee instead of by voting and passing resolutions at meetings provided that:

(a) in respect of matters, which at a meeting would have required a Unanimous Resolution, the Debenture Trustee must be so instructed in writing by Debenture Holders holding 100% of the outstanding aggregate nominal value of the Debentures;

(b) in respect of matters, which at a meeting would have required an Extraordinary Resolution, the Debenture Trustee must be so instructed in writing by Debenture Holders holding at least 66.67% of the outstanding aggregate nominal value of the Debentures; and

(c) in respect of matters, which at a meeting would have required a Majority Resolution, the Debenture Trustee must be so instructed by Debenture Holders holding at least 51% of the outstanding aggregate nominal value of the Debentures.

46 In case a meeting of the Debenture Holders is held by way of a telephone conference call, any decision, consent or any other instruction from any Debenture Holder to the Debenture Trustee shall be effective only upon being also communicated by way of written instructions.

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SCHEDULE 3 REPRESENTATIONS AND WARRANTIES

1 STATUS

(a) The Company is a limited company, duly incorporated under the provisions of the Act and

validly existing under the laws of India.

(b) The Company has the power to own its assets and carry on its business as it is being

conducted.

2 BINDING OBLIGATIONS

The obligations expressed to be assumed by the Company under each of the Transaction Documents to which it is a party, are legal, valid, binding and enforceable.

3 NON-CONFLICT WITH OTHER OBLIGATIONS

The entry into and performance by the Company of, and the transactions contemplated by, the Transaction Documents to which it is a party, do not and will not conflict with:

(a) any Applicable Law;

(b) the Memorandum or Articles or the constitutional documents of the Company; or

(c) any agreement or instrument binding upon the Company or any assets of the

Company,

nor {except as provided in any Transaction Document) result in the existence of, or oblige it to create, any Security over any of its assets.

4 POWER AND AUTHORITY

The Company (and each other Obligor) has the power and authority to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, and the performance and delivery, of the Transaction Documents to which it is or will be a party, and the transactions contemplated by those Transaction Documents.

5 VALIDITY AND ADMISSIBILITY IN EVIDENCE

All Authorisations required or desirable:

(a) to enable the Company (and each other Obligor) to lawfully enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party;

(b) to make the Transaction Documents to which the Company (or any other Obligor) is a party admissible in evidence in proceedings before any court and/or tribunal in India;

(c) to enable the Company (and each other Obligor) to create the Security expressed to be created by it pursuant to any Transaction Document and to ensure that such Security has the priority and ranking it is expressed to have;

{d) for the Company to carry on its business; and

74

(e) to ensure the obligations of the Company (and each other Obligor) under the Transaction Documents to which they are party are legal, valid, binding and

enforceable,

have been obtained or effected and are in full force and effect.

6 NO FILING OR STAMP TAXES

Under law, other than the registration of any Security Document executed pursuant to Clause 3.8 of the Pledge Agreement and the Pledge Agreement with the registrar of companies, the recording of the pledge of the Shares pursuant to the Pledge Agreement in the records of the Depository, the filing of the Information Memorandum with the BSE, the filing of the Information Memorandum (including Form PAS-4) with the Registrar of companies and the Securities and Exchange Board of India, the notarisation of the Powers of Attorney and the payment of stamp duty which has already been made and is evidenced on the face of each Transaction Document, it is not necessary that any Transaction Document be filed, recorded or enrolled with any court or other authority or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to any Transaction Document or the transactions contemplated thereunder.

7 DEDUCTION OF TAX

The Company is not required to make a Tax Deduction under Applicable Law in respect of its payment obligations under the Debentures or the Transactions Documents other than: (i) a Tax Deduction specified under paragraph (d) of Condition 13 (Payments) of Schedule 1 (Terms and Conditions) on any actual payment of monies that become payable in accordance with the Terms and Conditions or the Transaction Documents; and (ii) payments to the Debenture Trustee in accordance with the Fee Letter.

8 TAXES

The Company has paid all Taxes required to be paid by it within the time period allowed for payment without incurring any penalties for non payment other than any Taxes being Contested in Good Faith and in accordance with the relevant procedures for which adequate reserves are being maintained in accordance with GAAP.

9 NO DEFAULT

(a) No Default is continuing or might reasonably be expected to result from the entering into or performance by the Company of any Transaction Document to which it is a party.

(b) No other event or circumstance is outstanding which constitutes an event of default under any other agreement or instrument which is binding on the Company or to which the assets of the Company are subject which might have a Material Adverse Effect.

(c) Neither the Company nor any of its directors or officers is on the caution list of the Export Credit Guarantee Corporation of India ("CIBIL") or defaulter list of the RBI or the wilful defaulter list of CIBIL or any other authority and no director is disqualified under Section 164 of the Companies Act, 2013.

10 COMPLIANCE WITH APPLICABLE LAW

(a)

and (ii) the SEBI (Prohibition of Insider Trading) Regulations, 2015, in each case, which

breach or vioalation would have a Material Adverse Effect.

(b) The Company is in compliance with all, and has not breached any, Applicable Laws

governing the Debentures and the Transaction Documents.

(c) There is no investigation, disciplinary proceeding or inquiry by, or order, decree, decision or judgment of, any court or Governmental Authority outstanding or anticipated against the Company or any person for whose acts or defaults it may be vicariously liable which if

adversely determined could have a Material Adverse Effect.

(d) The Company has not received any notice or other communication (official or otherwise) from any Governmental Authority with respect to an alleged or actual violation and/or failure to comply with any Applicable Law or requiring it to take or omit any action which if adversely determined could have a Material Adverse Effect.

11 NO LIABILITIES

The Company has no liabilities whatsoever (other than liabilities reflected in the Original Financial Statements or incurred pursuant to the Transaction Documents).

12 NO MISLEADING INFORMATION

(a) Any factual information provided by or on behalf of the Company, any other Obligor or any other member of the JSW Group for the Information Memorandum or otherwise in connection with the issue of the Debentures was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) Any financial projections provided by or on behalf of the Company, any other Obligor or any other member of the JSW Group for the Information Memorandum or otherwise in connection with the issue of the Debentures were prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c) Nothing has occurred or been omitted from the information so provided and no information has been given or withheld that results in the information provided by or on behalf of the Company, any other Obligor or any member of the JSW Group being untrue or misleading in any material respect.

13 FINANCIAL STATEMENTS

(a) The Original Financial Statements of the Company were prepared in accordance with GAAP consistently applied.

(b) The Original Financial Statements of the Company give a true and fair view of its financial condition and operations as at the end of and for the relevant financial year or Financial Quarter, as applicable.

(c) There has been no material change in the condition (financial or otherwise), assets, operations, prospects or business of the Company since 31 March 2016.

{d)

14 PARI PASSU RANKING

(a) Each Security Document creates (or, once entered into, will create) in favour of the Debenture Trustee for the benefit of the Debenture Holders the Security which it is

expressed to create with the ranking and priority it is expressed to have.

(b) Without limiting sub-paragraph (a) above, the payment obligations of the Company under the Debentures and the Transaction Documents rank at least pari passu with the claims of all their other unsecured and unsubordinated creditors, except for obligations mandatorily

preferred by law applying to companies generally.

15 LEGAL AND BENEFICIAL OWNERSHIP

The Company (or each other Obligor) is the absolute legal and beneficial owner of all the assets over which it purports to create Security pursuant to any Transaction Document, free from any Encumbrance (other than the Security created pursuant to such Transaction

Document).

16 NO PROCEEDINGS PENDING OR THREATENED

There are no litigation, arbitration, investigative or administrative proceedings of or before any court, arbitral body or agency (including any tax authorities other than Taxes which are being Contested in Good Faith) which, if adversely determined, might have a Material Adverse Effect have been started or, to the best of its knowledge, threatened against the

Company.

17 NO IMMUNITY

The Company and its assets are not entitled to immunity from suit, execution, attachment or other legal process in India. The entry into of the Transaction Documents constitutes, and the exercise of the Company's rights and performance of and compliance with the Company's obligations under the Transaction Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

18 SOLVENCY

(a) The Company (and each other Obligor) is able to, and has not admitted its inability to, pay its debts as they mature and has not suspended making payment on any of its debts.

(b) The Company (or any other Obligor), by reason of actual or anticipated financial difficulties, has not commenced, and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(c) No moratorium has been, or may, in the reasonably foreseeable future be, declared in respect of any indebtedness of the Company or any other Obligor.

(d) No Obligor has taken any corporate action and no other steps have been taken or legal proceedings have been started or received any notice for any legal proceedings against it for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administration, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues.

19 SHARES, SHAREHOLDING AND CONTROL

(a)

77

(b) The Shares which are expressed to be (or are required by any Transaction Document to

be or become) subject to any Security under any Security Document are fully owned by

the Pledgors, are issued, fully paid up, not subject to any lock-in requirements and freely

transferable.

(c) The JSW Group:

(i) owns, directly or indirectly, at least 51 percent of the issued equity share capital of

the Company and controls the Company; and

(ii) manages the Company, JSW Steel and JSW Energy.

(d) The Promoter Group:

(i) owns, directly or indirectly, at least 75 percent of the issued equity share capital of

the Company and controls the Company;

(ii) owns, directly or indirectly, at least 75 percent of the issued equity share capital of

each Pledgor and controls each Pledgor;

(iii) owns, directly or indirectly, at least 26 percent of the issued equity share capital of

JSW Steel and controls JSW Steel;

(iv) owns, directly or indirectly, at least 51 percent of the issued equity share capital of

JSW Energy and controls JSW Energy; and

(v) manages each of the Pledgors.

(e) As on the date of this Deed, Vividh Finvest Private Limited owns, directly or indirectly, (i)

5. 79 percent of the issued equity share capital of JSW Steel, and (ii) 0 percent of the

issued equity share capital of JSW Energy.

(f) As on the date of this Deed, Sahyog Holdings Private Limited owns, directly or indirectly,

(i) 4.55 percent of the issued equity share capital of JSW Steel, and (ii) 15.66 percent of

the issued equity share capital of JSW Energy.

(g) As on the date of this Deed, JSW Investments Private Limited owns, directly or indirectly,

(i) 0 percent of the issued equity share capital of JSW Steel, and (ii) 20.29 percent of the

issued equity share capital of JSW Energy.

(h) As on the date of this Deed, the shareholding structure of each of the Obligors is as

provided to the Debenture Trustee pursuant to Paragraph 1 of Part 1 of Schedule 5.

20 AUTHORISED SIGNATORIES

Each person specified as an authorised signatory of the Company in any documents

delivered to the Debenture Trustee pursuant to the Transaction Documents, is subject to

any notice to the contrary delivered to the Debenture Trustee, authorised to sign all

documents and notices on behalf of the Company.

21 NON PUBLIC INFORMATION

The Company is not aware of any non-public information regarding the Operating Companies or the Shares or any information that, if made public, would be likely to have a

material effect on the price of the Shares.

22 MATERIAL ADVERSE EFFECT

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No fact or circumstance, condition or occurrence exists that could reasonably be expected

to result in a Material Adverse Effect.

23 MONEY LAUNDERING LAWS

The Company, each other Obligor and each other member of the JSW Group, and any of their respective directors, officers, brokers or other agents acting or benefiting in any capacity in connection with the Debentures, and any of their respective parents, subsidiaries, or affiliates are and have been in compliance with all respects of all applicable anti-money laundering, anti-corruption and similar laws and regulations in the jurisdictions in which it conducts its business and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it with respect to such laws is pending and, to the best of its knowledge, no such actions, suits or proceedings are threatened or contemplated. It has instituted and maintains policies and procedures designed to prevent bribery and corruption by it and by persons associated with it.

24 COMPLIANCE REQUIREMENTS

(a) None of the Company, the Obligors or the JSW Group is, and to the best knowledge of the Company, the Obligors or the JSW Group, none of the directors, the Company, the Obligors or the JSW Group when acting on its behalf:

(i) is in violation of any Compliance Requirements, Export Control Laws or Sanctions;

(ii) deals in any property or interest in property blocked pursuant to any Compliance Requirements, Export Control Laws or Sanctions; or

(iii) engages in any business, activities or transactions prohibited by any Sanctions, Compliance Requirements or Export Control Laws or involving any Designated Jurisdiction or Designated Person in a manner that would result in a violation by any person or entity of Compliance Requirements, Export Control Laws or Sanctions.

25 SANCTIONS

Neither the Company, the Obligors or the JSW Group nor, to the best knowledge of the Company, the Obligors or the JSW Group, nor to the best knowledge of the Company any director, of the Company, the Obligors or the JSW Group is (i) a Designated Person or (ii) located, organized or resident in a Designated Jurisdiction.

79

SCHEDULE 4 COVENANTS AND UNDERTAKINGS

1 INFORMATION UNDERTAKINGS

1.1 Financial Statements

The Company shall supply to the Debenture Trustee:

(a) as soon they become available, but in any event within 180 days after the end of each financial year, the audited financial statements of the Company (nonconsolidated and, if required to be produced by Applicable Law, consolidated) for

that financial year; and

(b) as soon they become available, but in any event within 90 days after the end of each financial half-year, the financial statements of the Company {certified by a director of the Company) for that financial half-year.

1.2 Requirements as to financial statements

{a) Each set of financial statements delivered pursuant to paragraph 1.1 (Financial

Statements) above shall be certified by a director of the Company as giving a true and fair view of its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b) The Company shall procure that each set of financial statements delivered pursuant to paragraph 1.1 (Financial Statements) of this Schedule 4 (Covenants and Undertakings) is

prepared using GAAP.

1.3 Requirements regarding Debentures

(a) The Company shall submit a quarterly report, certified by a director or, if required by Applicable Law, its statutory auditors, to the Debenture Trustee containing the following particu Iars:

(b)

{i) updated list of names and addresses of all Debenture Holders;

{ii) details {if any) of any amount due but unpaid in respect of any Debenture and reasons for the same;

(iii) the number and nature of grievances received from the Debenture Holders and {A) res~lved by the Company and (B) unresolved by the Company and reasons for the same;

{iv) a confirmation that the assets of the Company are sufficient to discharge the claims of the Debenture Holders as and when the same become due; and

{v) a confirmation that the aggregate Share Backed Financial Indebtedness of the JSW Group does not exceed of 40% of the aggregate market value of all JSW Steel Shares and JSW Energy Shares held by all members of the JSW Group.

(c) The Company shall, to the extent required under the debt listing agreement entered into between the Company and the BSE Ltd. and SEBI (Listing Obligations & Disclosure Requirement) Regulation, 2015 submit to the BSE Ltd. for dissemination, along with the half yearly financial results, a half-yearly communication, noted by the Debenture Trustee,

containing, inter alia, the following information:

(a) credit rating and change in credit rating (if any);

(b) asset cover available, in case of non- convertible debt securities;

(c) debt-equity ratio;

(d) previous due date for the payment of interest/ dividend for non-convertible redeemable preference shares/ repayment of principal of non-convertible preference shares /non

convertible debt securities and whether the same has been paid or not;

(e)next due date for the payment of interest/ dividend of non-convertible preference shares /principal along with the amount of interest/ dividend of non-convertible preference

shares payable and the redemption amount;

(f) debt service coverage ratio;

(g) interest service coverage ratio;

(h) outstanding redeemable preference shares (quantity and value);

(i) capital redemption reserve/debenture redemption reserve;

(j) net worth;

(k) net profit after tax; and

(I) earnings per share.

1.4 Information: miscellaneous

(a) The Company shall supply to the Debenture Trustee:

(i) all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(ii) promptly, if it has notice of any application for winding up having been made or any statutory notice of winding up has been given to it or any other Obligor under the Act or otherwise of any suit or other legal process intended to be filed or initiated against it or any other Obligor or if a receiver is appointed in respect of any of its or any other Obligor's properties or business or undertaking, information in respect thereof;

(iii) immediately, upon occurrence of a Pledgor CIRP Application Event, and/or if an application for insolvency resolution process or liquidation under Applicable Law including but not limited to the Insolvency and Bankruptcy Code, 2016 has been filed or initiated with respect to the Company.

(iv) within 30 days of 31 March of every year, details (including the amount and agreed terms and conditions) of any Financial Indebtedness and any Share Backed Financial Indebtedness incurred by the JSW Group;

(v)

(vi) promptly, intimation if it fails to list the Debentures on the Wholesale Debt Market segment of the BSE in accordance with this Deed and reasons for such failure;

(vii) promptly, upon its occurrence, information of any event on which the Debentures have ceased or will cease to be listed, traded or quoted on the Wholesale Debt Segment of the BSE or if trading in the Debentures has been suspended for any reason for a period of at least 5 consecutive Exchange Days or for a total of at

least 15 Trading Days in any 365 day period;

(viii) promptly, upon its occurrence, information of any Delisting Event;

(ix) promptly, such further information regarding the financial condition, business and operations of any Obligor as the Debenture Trustee or a Debenture Holder (through the Debenture Trustee) may reasonably request;

(x) promptly, information regarding any change in the composition of its board of

directors;

(xi) promptly, information regarding any change in the nature and conduct of its business;

(xii) promptly, notice of any change in its authorised signatories, signed by one of its directors or its company secretary, whose specimen signature has previously been provided to the Debenture Trustee, accompanied (where relevant) by a specimen signature of each new signatory;

(xiii) information within a period of 7 (seven) days of any nationalisation or any proposal by any Governmental Authority to effect any nationalisation or any action which results in or could reasonably be expected to have a Material Adverse Effect; and

(xiv) all documents filed by it or any other Obligor with any Governmental Authority in connection with this Deed or any other Transaction Documents.

1.5 Notification of default

(a) The Company shall notify the Debenture Trustee of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly on each Quarter End Date, and otherwise upon a request by the Debenture Trustee, the Company shall supply to the Debenture Trustee a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

1.6 Books and records

(a) The Company shall keep proper books of account as required by the Act and therein make true and proper entries of all dealings and transactions in relation to the Charged Assets and the business of the Company and such Obligor, as the case may be, and keep the said books of account and all other books, registers and other documents relating to the affairs of the Company and such Obligor at the its registered office.

(b) Upon the request of the Debenture Trustee, the Company shall (and shall ensure that each Obligor shall) provide the Debenture Trustee and any of its representatives, professional advisers and contractors with access to and permit them to, at the cost of the Company:

~;;......;~

82

(i) visit and carry out inspections of the Charged Assets during normal business

hours; and

(ii) examine, inspect and make copies of the books and records of the Company and each other Obligor, as the case may be, in each case at reasonable times and

upon reasonable notice.

2 GENERAL UNDERTAKINGS

2.1 Authorisations

The Company shall promptly:

(i) obtain, comply with and do all that is necessary to maintain in full force and effect;

and

(ii) supply certified copies to the Debenture Trustee of,

any Authorisation required under any law or regulation to enable it to perform its obligations under any Transaction Documents (including, without limitation, in connection with any payment to be made thereunder), to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document or for a purpose specified in Paragraph 5 (Validity and admissibility in evidence) of Schedule 3 (Representations and Warranties). and to enable it to carry on its business as it is being conducted from time to time.

2.2 Compliance with laws

(a) The Company, shall comply in all respects with Applicable Law to which it may be subject including the Act (including without limitation Section 205C of the Companies Act, 1956 relating to transfer of unclaimed/unpaid amounts of interest on Debentures and redemption of Debentures to Investor Education and Protection Fund (IEPF), if applicable to it), the SEBI (Debenture Trustee) Regulations, 1993, the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, the SEBI (Substantial Acquisition Shares and Takeover) Regulations 2011, the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Uniform listing agreement issued on 13th October 2015 issued by SEBI, as amended from time to time, SEBI (Prohibition of Insider Trading) Regulations, 1992.,.

(b) Without prejudice to the generality of sub-paragraph (a) above, the Company shall (and shall ensure that each Obligor and each other member of the JSW Group comply in all respects with (i) any circular, guideline, direction, notification or rule issued by any Governmental Authority with respect to the Issue, (ii) Compliance Requirements, Export Control Laws and Sanctions.

2.3 Negative pledge

(a) The Company shall ensure that no Pledgor shall create or permit to subsist any Encumbrance over the Cash Assets other than the security to be created in favour of the Debenture Trustee for the benefit of the Secured Parties under the Security Documents.

(b) The Company shall ensure that no other Obligor creates or permits to subsist any Encumbrance on the Collateral Shares other than the security created in favour of the Debenture Trustee for the benefit of the Secured Parties under the Pledge Agreement.

~;...-...;~

83

(c) The Company shall ensure that no member of the JSW Group creates or permits to subsist any Encumbrance on (i) such number of JSW Steel Shares which in aggregate

are more than 80% of the shareholding of the Promoter Group in JSW Steel and (ii) such

number of JSW Energy Shares which in aggregate are more than 80% of the shareholding of the Promoter Group in JSW Energy. For the avoidance of doubt, a reference herein to Encumbrance on the JSW Steel Shares and the JSW Energy Shares, as the case may be, shall mean to include the pledge proposed to be created under the

Pledge Agreement.

2.4 Disposals

(a) The Company shall ensure that no Pledgor shall enter into a single transaction or a series

of transactions (whether related or not and whether voluntary or involuntary) to sell, lease,

transfer or otherwise dispose of any Cash Asset.

(b) The Company shall ensure that no Pledgor shall enter into a single transaction or a series

of transactions (whether related or not and whether voluntary or involuntary) to sell, lease,

transfer or otherwise dispose of any Collateral Shares.

2.5 Merger

The Company shall not enter into any amalgamation, demerger, merger or corporate reconstruction without the prior written consent of the Debenture Trustee except for any solvent intra-group restructuring, merger, amalgamation or change in holding within the

Promoter Group which does not have an adverse effect on the Security or the Debentures.

2.6 Capital Structure and Business

The Company shall procure that no substantial change is made to its capital structure or to the general nature of its business from that carried on at the date of this Deed except for

any change as a result of any solvent intra-group restructuring, merger, amalgamation or

change in holding within the Promoter Group which does not have an adverse effect on the

Security or the Debentures.

2. 7 Constitutional Documents

(a) The Company shall not (and shall procure that no other Obligor shall) make any amendment to its constitutional documents which may have any adverse effect on the

rights of the Secured Parties under the Transaction Documents or the Debentures.

(b) The Company shall within 2 Business Days after any amendment is made to any

constitutional document of any Obligor, notify the Debenture Trustee of such amendment.

2.8 Security Cover and Asset Cover

(a) The Company shall or shall procure that the m1n1mum security cover as set out in Paragraph 8 (Minimum Security Cover) of Schedule 1 (Terms and Conditions) is

maintained throughout the tenure ofthe Debentures.

(b) Without prejudice to paragraph (a) above, the Company shall maintain 100% asset cover sufficient to discharge the principal amount at all times for all its debt securities in accordance with the provisions of the Listing Agreement.

2.9 Further Assurances

(a)

(i) constitutes and will constitute the Security expressed to be conferred pursuant to

the relevant Transaction Documents; and

(ii) has and shall continue to have the ranking it is expressed to have under the

Transaction Documents.

(b) The Company shall (and shall ensure that each other Obligor shall) do all acts, deeds and things, make all filings and registrations and take any action as may be necessary or

desirable to:

(i) establish and perfect the rights of the Debenture Trustee in and to the Charged Assets and give effect to the Security, including any recording, filing, registration,

giving of notice or other similar action; and

(ii) create, perfect, protect and maintain the Security and the priority of the Security in

full force and effect.

(c) The Company shall (and shall ensure that each other Obligor will) execute any transfer, conveyance, charge, assignment or assurance of the Charged Assets (whether to the Debenture Trustee or its nominees or otherwise), make any registration and give any notice, order or direction to facilitate the realisation of the Charged Assets or the exercise of any rights vested in the Debenture Trustee or their nominees.

2.10 Accounting Policies and Financial year

The Company shall not alter its accounting policies or its financial year so that such financial year ends on any date other than on 31 March of each year.

2.11 Arm's length dealings

The Company shall not enter into any arrangement, agreement or commitment (including any derivative transaction) with any person or pay any fees, commissions or other sums on any account whatsoever to any persons other than:

(a) in the ordinary course of business, at arm's length and on normal commercial terms; or

(b) as required or permitted by the Transaction Documents.

2.12 Restricted payments

The Company shall not without the prior approval of the Debenture Trustee:

(a) pay, repay or prepay any principal, interest or other amount on or in respect of, or redeem, purchase or decrease any Financial Indebtedness owed actually or contingently, to any shareholder of the Company or their respective Affiliates;

(b) declare, pay or make any dividend or other payment or distribution of any kind on or in respect of any class of its shares; or

(c) reduce, return, purchase, repay, cancel or redeem any of its share capital

while a Default is continuing.

2.13 Taxes

(a)

governmental charges becoming due unless such Taxes, rates, rent and governmental charges are being Contested in Good Faith by appropriate proceedings.

(b) The Company shall make all filings required under applicable laws and regulations (including, without limitation, the obligations to file regular tax returns with any

Governmental Authority.

2.14 Listing

(a) The Company shall cause the Debentures issued to be listed on the Wholesale Debt Market segment of the BSE within 15 BSE Exchange Days after the Deemed Date of Allotment and shall at all times maintain such listing of the Debentures on the Wholesale Debt Market Segment of the BSE in accordance with the terms of the Listing Agreement,

as amended from time to time.

(b) The Company shall ensure that no De listing Event or delisting or suspension of the Debentures is caused by the actions or omissions of any Obligor.

2.15 Information Memorandum

The Company shall comply with all the provisions of the Information Memorandum.

2.16 Money laundering

The Company shall (and shall ensure that each other Obligor and each other member of the JSW Group, and any of their respective directors, officers, brokers or other agents acting or benefiting in any capacity in connection with the Debentures, and any of their respective parents, subsidiaries, or affiliates will) at all times comply with all respects of all applicable anti-money laundering, anti-corruption and similar laws and regulations in the jurisdictions in which it conducts its business.

2.17 Corporate Action

The Company shall notify the Debenture Trustee and the Debenture Holders of any proposed Corporate Action by an Operating Company and shall ensure to immediately (and prior to the effective date of the proposed Corporate Action) take all actions necessary to ensure that there is no reduction in the JE Collateral Cover or the JS Collateral Cover as a result of such proposed Corporate Action and to otherwise protect and maintain the value of the Collateral Shares.

2.18 Compliance Requirements

(a) The Company shall not (and the Company shall procure that no Obligor and no other member of the JSW Group engage in any transaction that violates any Compliance Requirements, Export Control Laws or Sanctions.

(b) None of the funds or assets of the Company that are used to fund all or any part of any payment under any Transaction Documents shall constitute property of, or shall be beneficially owned directly or indirectly by, any Designated Person or Designated Jurisdiction; and no Designated Person or Designated Jurisdiction shall have any direct or indirect interest in the Company that would constitute a violation of any Compliance Requirements, Export Control Laws or Sanctions.

(c)

(d) The Company shall not, directly or indirectly, use the proceeds of the Issue or lend, contribute or otherwise make available (directly or indirectly) such proceeds, in violation of any Compliance Requirements

2.19 Sanctions

The Company shall not, directly or indirectly, use the proceeds of the Issue or lend, contribute or otherwise make available (directly or indirectly) such proceeds to any Affiliate, joint venture partner or other person or entity, to fund or facilitate any activities or business of or with any Designated Person or in any Designated Jurisdiction.

87

1 The Obligors

SCHEDULE 5

CONDITIONS

Part I - Conditions Precedent

(a) A copy of the constitutional documents of each Obligor and the shareholding structure of

each Obligor.

(b) A copy of a resolution of the board of directors of the Company:

(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party .

. (c) A copy of the special resolution of the shareholders of the Company approving the issuance of Debentures in accordance with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

(d) A copy of a resolution of the board of directors of each Obligor (other than the Company):

(i) noting the proposed issue of Debentures by the Company, the Terms and Conditions and the provisions of this Deed;

(ii) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(iii) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(iv) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party.

(e) A specimen of the signature of each person authorised by the resolutions referred to in paragraphs (b) and (e) above.

(f) A certificate from the Company (signed by a director) confirming that:

(i) borrowing, securing or otherwise collateralising, as appropriate, the Debt would not cause any borrowing, securing, collateralising or similar limit binding on it to be exceeded (including any limits imposed under any resolution passed by the shareholders of the Company);

(ii) each copy document relating to it specified in this Schedule 5 (Conditions

Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Deed; _JII'c;,~e-rv..,./ciii:llb~ ..

.Y'\ G~· :s:: -~ ·-

88

(iii) the Company has sufficient assets to maintain 100% asset cover sufficient to discharge the principal amount of the Debentures in accordance with the requirements of the Listing Agreement once the Debentures are issued and

allotted;

(iv) no Default is continuing or would result from the allotment of Debentures under the proposed Issue;

(v) the representations and warranties set out in Schedule 3 (Representations and Warranties) of this Deed and in each other Transaction Document are true and

correct;

(vi) each of the JE Collateral Cover and the JS Collateral Cover as on the Initial Cover Date will be at least equal to the Required Collateral Cover; and

(vii) the Company is solvent.

(g) A certificate of the statutory auditors of the Company confirming the statements made in paragraphs (f)(i), (f)(iii) and (f)(vii) above.

(h) A certificate from each Obligor (other than the Company) (signed by a director) confirming that:

(i) securing or otherwise collateralising, as appropriate, the Debt would not cause any securing, collateralising or similar limit binding on it to be exceeded (including any limits imposed under any resolution passed by the shareholders of that Obligor);

section 185 of Companies Act, 2013 is not applicable to the Obligor in relation to the entry into and performance of its obligations under the Pledge Agreement as the Obligor provides security in the ordinary course of business.;

(ii) it is solvent; and

(iii) each copy document relating to it specified in Part I (Conditions Precedent) to this Schedule 5 (Conditions) is correct, complete and in full force and effect as at a date no earlier than the date of this Deed.

(i) A certificate of the statutory auditors of each Obligor (other than the Company) confirming the statements made in the certificate provided pursuant to paragraphs (h)(i) and (h)(iii) above.

U) Copy of the special resolution passed by each Obligor (other than the Company) pursuant to Section 186 of the Companies Act, 2013 in relation to creation of the pledge over the relevant Collateral Shares.

2 Execution of Transaction Documents and Security Creation

(a) A copy of each of the following Transaction Documents, duly executed by the parties to it:

(i) this Deed;

(ii) the Debenture Trustee Agreement;

(iii) the Pledge Agreement; and

(iv) each Power of Attorney, duly notarised.

(b) Confirmation from the Debenture Trustee that it has received:

89

(i) each Deposit Document in respect of the Shares to be pledged in accordance with Paragraph 8.1 (Collateral Cover on Initial Cover Date) of Schedule 1 (Terms and Conditions) such that the Debenture Trustee is satisfied that on the Initial Cover Date, the JE Collateral Cover is or will be at least the Required Collateral Cover;

and

(ii) each Deposit Document in respect of the Shares to be pledged in accordance with Paragraph 8.1 (Collateral Cover on Initial Cover Date) of Schedule 1 (Terms and Conditions) such that the Debenture Trustee is satisfied that on the Initial Cover Date, the JS Collateral Cover is or will be at least the Required Collateral Cover.

(c) A copy of the application made by each Pledgor to the Tax authorities for issuance of a no-objection certificate from the Tax authorities under section 281 of the Tax Act in respect of the security to be created by such Pledgor over the relevant Shares under the Pledge

Agreement.

3 Rating and Listing

(a) A copy of the rating letter from the Rating Agency providing a minimum rating of "BWRA

(SO)" to the Debentures.

(b) A copy of the in-principle approval letter from the BSE for listing of the Debentures.

(c) A copy of the letter from the depository issuing a ISIN in respect of each tranche of the Debentures.

4 Legal opinions

A legal opinion of P&C Legal, legal advisers to the Debenture Trustee.

5 Other documents and evidence

(a) A copy of any other Authorisation or document, opinion or assurance which the Debenture Trustee considers to be necessary or desirable (and has communicated to the Company) in connection with the Debentures or the entry into and performance of the transactions contemplated by any Transaction Document or for the validity or enforceability of any Transaction Document.

(b) The Original Financial Statements of each Obligor.

(c) Evidence that the costs and expenses due from the Company in connection with the issue of Debentures have been paid.

(d) Evidence that all Taxes (including stamp duty) payable in connection with the execution, performance and/or enforcement of the Transaction Documents have been paid.

Part II - Conditions Subsequent

1. . Within 1 Business Days of the date of allotment of the Debentures, the Company shall

2.

provide to the Debenture Trustee a copy of the resolution of the Board authorising the allotment of the Debentures to the Debenture Holders.

(i) JSW Steel or JSW Energy, as may be applicable; and

(ii) the Exchanges,

in accordance with Regulations 31 (1) and 31 (3) of the Takeover Code.

3. Within 2 working days from the date of creation of the Pledge by the Pledgor, the Debenture Trustee should have received evidence of disclosure of the Pledge created by each Pledgor over the JE Initial Collateral Shares and JS Initial Collateral Shares to JSW Steel or JSW Energy, as may be applicable in accordance with Regulation 7 (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

4. The Company shall procure that, within 5 days of receipt, each Pledgor delivers to the Debenture Trustee a copy of the no-objection certificate from the Tax authorities under section 281 of the Tax Act in respect of the security to be created by such Pledgor over the relevant Shares under the Pledge Agreement.

5. Within 60 days from the date of this Deed, the Company shall provide to the Debenture Trustee a certificate from its statutory auditors in relation to utilisation of the proceeds of the issue.

6. Within 15 days from the date of this Deed, each Obligor (other than the Company) shall provide to the Debenture Trustee evidence that the Pledge Agreement has been duly filed with the relevant Registrar of Companies, together with the certificate of registration of charge provided by the relevant Registrar of Companies in connection with the Collateral Shares

7. Within 15 Business Days from the date of this Deed, the Company shall provide to the Debenture Trustee evidence that the prescribed Form PAS-IV has been duly filed with the registrar of companies, Mumbai and the Securities and Exchange Board of India.

8. Within 7 days of creation of any security over any Cash Assets under the terms of the . Pledge Agreement, the Company shall procure that each of the Pledgers (to the extent applicable) shall provide to the Debenture Trustee evidence that necessary filings have been made with the relevant registrar of companies.

9. The Company shall procure that each relevant Pledgor shall provide to the Debenture Trustee on or before the Cash Account Date, certified true copies of the special resolution passed by the shareholders of the Pledgor under Section 186 of the Companies Act, 2013, authorizing the Pledgor to create Security over the Cash Account and the Cash Assets.

1 0. The Company shall deliver to the Debenture Trustee within 5 days of receipt a copy of the no-objection certificate from the Tax authorities under section 281 of the Tax Act in respect of the security to be created by the Company over the Cash Accounts under this Deed.

91

From:

To:

Dated:

Dear Sirs

SCHEDULE 6 FORM OF PLEDGE SUBSTITUTION NOTICE

Unity Advisory Services Private Limited as the Company

lOBI Trusteeship Services Limited as the Debenture Trustee

[Insert date]

Unity Advisory Services Private Limited - Debenture Trust Deed dated r 1 (the "Deed")

11. We refer to paragraph 8.4(a) of Schedule 1 (Terms and Conditions) of the Deed. Terms

defined in the Deed shall have the same meaning when used in this notice unless given a

different meaning in this notice.

12. (Insert name of the existing Pledgor] has pursuant to the Pledge Agreement pledged certain

JSW Steel Shares and/or JSW Energy Shares in favour of the Debenture Trustee details of

which are set out below:

[Particulars of the JSW Steel Shares]

Number of JSW Aggregate Par Percentage of Demat Account Distinctive

Steel Shares Value of the JSW JSW Steel Number Number of JSW

Steel Shares Shares Steel Shares (if

(Rs.) already any)

pledged

[•] [•] [•] [•] [•]

[Particulars of the JSW Energy Shares]

Number of JSW Aggregate Par Percentage of Demat Account Distinctive

Energy Shares Value of the JSW JSW Energy Number Number of JSW Energy Shares Shares Energy Shares

(Rs.) already (if any) pledged

[•] [•] [•] [•] [•]

13. The above mentioned Pledgor and the Company seek the Debenture Trustee's consent for

the release of certain JE Collateral Shares and/or JS Collateral Shares provided by the

Pledgor details of which are set out below:

Particulars of JE Collateral Shares sought to be released

92

NumberofJE Distinctive Number of the JE Demat Account Number

Collateral Shares Collateral Shares proposed

proposed to be to be released

released

[•] [•] [•]

Particulars of JS Collateral Shares sought to be released

NumberofJS Distinctive Number of the JS Demat Account Number

Collateral Shares Collateral Shares proposed proposed to be to be released released

[•] [•] [•]

14. In consideration for the Debenture Trustee permitting the release of Collateral Shares

mentioned above, [Insert name of the Substitute Pledgor], a member of the Promoter Group

or the JSW Group, has agreed to pledge the following JSW Steel Shares and/or JSW

Energy Shares in favour of the Debenture Trustee in accordance with the terms of the

Pledge Agreement and hereby expressly agrees that the number of JSW Steel Shares

and/or JSW Energy Shares requested to be released should be equivalent to the number of

JSW Steel Shares and/or JSW Energy Shares proposed to be pledged:

Particulars of the JSW Steel Shares

Number of JSW Aggregate Par Percentage of Demat Account Distinctive Steel Shares Value ofJSW JSW Steel Number Number of JSW

Steel Shares Shares Steel Shares (if

(Rs.) proposed to any) be pledged

[•] [•] [•] [•] [•]

Particulars of the JSW Energy Shares

Number of JSW Aggregate Par Percentage of Demat Account Distinctive Energy Shares Value ofJSW JSW Energy Number Number of JSW

Energy Shares Shares Energy Shares

(Rs.) proposed to (if any) be pledged

[•] [•] [•] [•] [•]

15. This notice is governed by Indian law.

93

Signed:

Authorised Signatory for


94

SCHEDULE 7

FORM OF VOLUNTARY REDEMPTION EXERCISE NOTICE

From: Unity Advisory Services Private Limited as the Company

To: IDBI Trusteeship Services Limited as the Debenture Trustee

Date: [•]

Unity Advisory Services Private Limited - INR [•], listed, redeemable, non-convertible debentures issued pursuant to the debenture trust deed dated [•] between the Company and the Debenture Trustee (the "Debenture Trust Deed")

Dear Sirs

We refer to the Debenture Trust Deed and our option to redeem the Debentures [in whole or in

part] under Condition 5.4 (Voluntary Redemption) of the Terms and Conditions of the Debentures.

This is a Voluntary Redemption Exercise Notice. Terms defined in the Debenture Trust Deed shall ·

have the same meaning when used in this Voluntary Redemption Exercise Notice unless given a

different meaning in this Voluntary Redemption Exercise Notice.

1. We hereby exercise our right to redeem [some /all] of the outstanding Debe.ntures in full on the terms set out below:

(a) Voluntary Redemption Date: [•]

(b) Number and Series of Debentures to be redeemed: [•]

(c) Voluntary Redemption Amount (per Debenture): [•]

(d) Aggregate Voluntary Redemption Amount: [•]

2. On the Voluntary Redemption Date, upon payment of the Debt in respect of all the

Debentures, the Debentures standing to the credit of the demat account of each

Debenture Holder shall be cancelled by issue of appropriate instructions by us to the

Depository.

3. This Voluntary Redemption Exercise Notice is irrevocable.

4. This Voluntary Redemption Exercise Notice is governed by Indian law.

Signed: .................. .

Director

Unity Advisory Services Private Limited

95

From:

To:

cc:

Dated:

SCHEDULE 8 FORM OF COLLATERAL EVENT NOTICE

IDBI Trusteeship Services Limited as the Debenture Trustee


Sahyog Holdings Private Limited, Vividh Finvest Private Limited and JSW

Investments Private Limited as the Pledgers

[Insert date]

Dear Sirs

Unity Advisory Services Private Limited - Debenture Trust Deed dated r 1 (the "Deed")

1. We refer to the Deed and Clause 16.4 (Collateral Events). Terms defined in the Deed shall

have the same meaning when used in this notice unless given a different meaning in this

notice.

2. We hereby notify you that:

a Restructuring Redemption Event has occurred on [insert date]. Accordingly, please

redeem each Debenture in full at the Restructuring Redemption Amount together with all

other amounts payable under the Transaction Documents or otherwise in respect of the

Debentures by no later than the Restructuring Redemption Date, being [insert date which is

[2] Business Days after the date on which the Restructuring Event has occurred.]

OR

a [JE/JS] Top Up Trigger Event has occurred on [Insert date]. Accordingly, please restore the

[JE/JS] Collateral Cover to the Required Collateral Cover by 5 p.m. on [insert the date which

is the second Business Day falling after the date on which the JEIJE Top Up Trigger Event

has occurred] in compliance with Schedule 1 (Terms and Conditions) of the Deed.

3. This notice is governed by Indian law.

Signed:


lOBI Trusteeship Services Limited as Debenture Trustee

96

s. Name of Pledgor No.

1 SAHYOG

HOLDINGS

PRIVATE LIMITED

2 VIVIDH FINVEST PRIVATE LIMITED

3 JSW INVESTMENTS PRIVATE

LIMITED

SCHEDULE 9 ORIGINAL PLEDGORS

Depository DPID Client ID

Participant

Stock IN301330 21386010

Holding Corporation Of India

Limited

Stock IN301330 21393453

Holding Corporation Of India

Limited

Stock IN301330 19943527 Holding Corporation Of India

Limited

97

Address and Fax Number

JSW Centre, Sandra Kurla

Complex, Sandra East,

Mumbai - 400 051

+ 91 22 4286 3000

+ 91 22 2652 6412

jsw_lasmonitoring@jsw. in


Complex, Sandra East,

Mumbai - 400 051

+ 91 22 4286 3000

+ 91 22 2652 6412

jsw [email protected]


Complex, Sandra East, Mumbai- 400 051

+ 91 22 4286 3000

+ 91 22 2652 6412

jsw_lasmonitoring@jsw. in

From:

To:

cc:

Dated:

SCHEDULE10

FORM OF NOTICE OF EVENT OF DEFAULT

IDBI Trusteeship Services Limited as the Debenture Trustee


Sahyog Holdings Private Limited, Vividh Finvest Private Limited and JSW

Investments Private Limited as the Pledgors

[Insert date]

Dear Sirs

Unity Advisory Services Private Limited - Debenture Trust Deed

dated f 1 (the "Deed")

1. We refer to the Deed and Clause 1 0.24 (Remedies following an Event of Default). Terms

defined in the Deed shall have the same meaning when used in this notice unless given a

different meaning in this notice.

2. We hereby notify you that:

3.

Signed:

(i) [provide details of event] has occurred on [ • ];

(ii) the event described in paragraph (i) constitutes an Event of Default under Clause 10.[•] of the Deed;

(iii) the Accelerated Amount is due and payable forthwith in respect of each Debenture

together with all other amounts payable in respect thereof in accordance with the Transaction Documents; and

(iv) the Security created pursuant to the Security Documents has become enforceable

and we are entitled to enforce our rights under the Security Documents (including in relation to the Cash Assets and the Pledged Shares) and exercise our power of sale pursuant to Clause [7.2] (Power of Sale) of the Pledge Agreement without any further notice to you.

This notice is governed by Indian law.


lOBI Trusteeship Services Limited as Debenture Trustee

98

Signed and delivered by UNITY ADVISORY SERVICES PRIVATE LIMITED

the signature of .. ~~-~ .~9-!.'0. \"55"-/

under Board Resolution dated February 06, 2017

For Unity Advisorx Services Private Umited

Witnessed by:

_N;...._o_·I/\!\.N--=~~· _f,;.___~-v...l.-{ -~ '~·.

~I Authorised SICI'Iatorr

SIGNED and DELIVERED by lOBI TRUSTEESHIP SERVICES LIMITED

in its capacity as the DEBENTURE TRUSTEE

by the hand of

12szBSH lEu 1-/l'rlti bL its duly authorised

official

Witnessed by:

99

for lOBI TRUSTE~p ~RVICES lTD.

A Ul!omJo SIGNATDIIY

•