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Exhibit 10.7
WIPRO LIMITED
Note setting out Amendment to the Loan Agreement dated January 17, 1996 for
Corporate Loan of Rs.800 lacs entered into between Wipro Limited as the Borrower
and ICICI as the Lender
I. In ARTICLE I, under the heading DEFINITIONS, the following shall be
added as Section 1.1 (h):
"Short Term Prime Rate" means the percentage rate per annum decided by
the Lender from time to time as applicable to funding of rupee amounts
for a period of one (1) year (excluding interest tax or other statutory
levy) as notified by the Lender from time to time.
II. In ARTICLE II, under the heading AGREEMENT AND TERMS OF LOAN, Section
2.3 (i) relating to INTEREST shall be substituted by the following:
a) The Borrower shall pay to the Lender interest on the principal amount
of Rs.800 lacs (Rs.600 lacs disbursed on January 17, 1996 and Rs.200
lacs disbursed on March 1, 1996) out of the Loan and outstanding from
time to time, quarterly in each year, on January 15, April 15, July 15,
and October 15, at 19.5% per annum plus applicable interest tax, till
January 14, 1998.
b) The Borrower shall pay to the Lender interest on the principal amount
of Rs.4,66,00,000 out of the Loan outstanding as on January 15, 1998
and outstanding from time to time, quarterly in each year, on January
15, April 15, July 15 and October 15, at 1.75% over the Short Term
Prime Rate prevailing on January 15, 1996 plus applicable (illegible)
with effect from January 15, 1998.
Provided that the aforesaid interest rate in respect of the amount of
Rs.4,66,00,000 out of the loan outstanding as on January 15, 1998 will
be reset annually, commencing from January 15, 1999 (the "Reset
Date(s)") based on the then prevailing Short Term Prime Rate and the
Borrower shall pay interest at such reset rate as may be notified by
the Lender to the Borrower.
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III. In SCHEDULE II, the AMOTIZATION SCHEDULE shall be substituted by the
following:
(Amount in Rs.)
DATE OF PAYMENT PAYMENT OF PRINCIPAL AMOUNT
PRINICPAL OUTSTANDING AFTER
EACH PAYMENT
80,000,000
January 15, 1997 6,667,000 73,333,000
April 15, 1997 6,667,000 66,666,000
July 15, 1997 6,667,000 59,999,000
October 15, 1997 6,667,000 53,332,000
January 15, 1998 6,732,000 46,600,000
January 15, 1999 15,000,000 31,600,000
January 15, 2000 15,000,000 16,600,000
January 15, 2001 16,600,000
All other terms and conditions of the Loan Agreement dated January 17,
1996 entered into between the Borrower and the Lender shall remain
unchanged.
IN WITNESS WEREOF the Borrower has caused its common seal to
be affixed hereto and to a duplicate hereof on the day, month and year written
below and the Lender has caused the same and the said duplicate to be executed
by the hand of Shri. V.M. Ketkar, an authorised official of the Lender.
The COMMON SEAL OF WIPRO LIMITED has pursuant to the Resolution of its Borad of
Directors passed in that behalf on the 23rd day of November, 1995 hereunto been
affixed in the presence of Shri Satish Menon, Company Secretary and General
Counsel and Shri J. Shankar, Corporate Treasurer who have signed these presents
in token thereof.
SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
an authorised official of the LENDER.
Dated at Bangalore, this 15th day of December, 1997.
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LOAN AGREEMENT
(CORPORATE LOAN)
BETWEEN
WIPRO LTD.
AS BORROWER
AND
THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED
AS LENDER
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INDIA
TWENTY RUPEES
LOAN AGREEMENT
(CORPORATE LOAN)
THIS AGREEMENT made at Bangalore this 17th day of January, One Thousand
Nine Hundred Ninety Six between Wipro Ltd., a public company within the meaning
of the Companies Act, 1956 (I of 1956) and having its Registered Office at
Bakhtawar, 229, Nariman Point, Bombay 400 021 (hereinafter referred to as "the
Borrower" which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns) of the ONE PART
AND
THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a public
company incorporated under the Indian Companies Act, 1913 (7 of 1913) and having
its Registered Office at 163, Backbay Reclamation, Bombay 400 020 and a Zonal
Office at "Raheja Towers", II Floor, East Wing, 26 - 27, M.G. Road, Bangalore
560 001 (hereinafter referred to as "the Lender", which expression shall, unless
it be repugnant to the subject or context thereof, include its successors and
assigns) of the OTHER PART;
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ARTICLE I
DEFINITIONS
1.1 In this Agreement, unless there is anything repugnant to the subject or
context thereof, the expressions listed below shall have the following
meanings viz:
a) "Due Date" - means, in respect of -
i) an instalment of principal - the date on which the instalment
falls due as stipulated in Schedule II hereto;
ii) interest - the date on which interest falls due as stipulated
in Section 2.3 hereof;
iii) any other amount payable under this Agreement - the date on
which such amount falls due in term of this agreement.
b) "Event of Default" - means any of the events of default specified
in Article IX hereof;
c) "Loan Application" - means the application/s for the Loan made by
the Borrower to the Lender and all information, particulars and
clarifications furnished by the Borrower to the Lender from time
to time in respect thereof;
d) "Purpose of the Loan" - means the purpose, described in Schedule I
hereto, for which the Loan is agreed to be lent and advanced by
the Lender;
e) "the Agreement" - means this Agreement and the Schedules hereto
and includes the amendments made thereto from time to time;
f) "ICICI Advance Rate" means the percentage rate per annum decided
by ICICI from time to time as applicable for Rupee Loans to prime
borrowers plus applicable interest tax or other statutory levy, as
notified by ICICI from time to time.
1.2 The headings of the Articles and Sections are inserted for convenience
of reference only and are not deemed to affect the interpretation of
this Agreement.
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ARTICLE II
AGREEMENT AND TERMS OF LOAN
2.1 AMOUNT AND TERMS OF LOAN
The Borrower agrees to borrow from the Lender and the Lender agrees to
lend to the Borrower, on the terms and conditions contained herein
Rupee Loan not exceeding Rs.800 lacs (hereinafter referred to as "the
Loan").
2.2 TERMS OF DISBURSEMENT
The Loan will be disbursed to the Borrower in one or more instalment(s)
as may be decided by the Lender subject to the Borrower complying with
the provisions of this Agreement and the disbursement procedure
stipulated by the Lender. All disbursements shall be by
cheque(s)/authorisation(s) and the collection/ remittance charges, will
be borne by the Borrower. The interest on the Loan will accrue from the
date of cheque(s)/authorisation(s).
2.3 i) INTEREST
A(I) On Rs.600 lacs proposed to be disbursed on January 17, 1996 out of the
Loan
The Borrower shall pay to the Lender, interest on the principal amount
of the Rs.600 lacs out of the loan outstanding from time to time,
quarterly in each year, on January 15, April 15, July 15 and October
15 at 20% per annum
(II) On balance Rs.200 lacs out of the Loan
The Borrower shall pay to the Lender, interest on the balance principal
amount of Rs.200 lacs out of the Loan outstanding from time to time,
quarterly in each year on January 15, April 15, July 15 and October 15.
The rate of interest applicable on the Loan shall be,
a) 2.5% over the maximum of ICICI Advance Rates as prevailing on the
dates of disbursements out of the Loan. ICICI Advance Rate as on
date is 16.5% per annum.
b) 20% per annum,
whichever is higher.
B) After the Loan has been fully disbursed, weighted average rate of
interest for all the disbursement made out of the Loan shall be
determined and thereafter the Loan shall carry interest at the weighted
average rate, subject to the following proviso:
a) Provided that the aforesaid ICICI Advance Rate will be reset on
the expiry of three years from the date of first disbursement out
of the Loan and the Borrower shall pay interest at such rate as
may be notified by the Lender to the Borrower.
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b) Provided further that in the event of an increase in the rate of
interest arising out of such reset, the Borrower shall have the
option to prepay to the Lender on such reset date the otustanding
of the Loan together with all outstanding interest and other
charges and monies payable thereon.
ii) All interest and all other monies accruing due under this Agreement
shall, in case the same be not be paid on the respective Due Dates,
carry interest/further interest at the maximum lending rate of the
Lenders on Rupee Loan(s) as prevailing from time to time or at the
applicable rate under this Agreement, whichever is higher. Such
interest will be computed from the respective due dates and shall
become payable upon the footing of compound interest with quarterly
rests. The maximum lending rate of the Lenders from Rupee Loan shall
until creation of final security for the loan, be increased by 1.05%
p.a.
(iii) All interest and other monies which shall accrue under the provisions
of this Agreement shall also be payable in the manner and on the dates
specified in Section 2.3(i).
2.4 FRONT END FEE
The Borrower shall pay to the Lender on the date of the Letter of
Intent, Front End Fee of 1.05% of the Loan or such higher rate as
prevailing at the time of the issue of Letter of Intent.
2.5 IMPOSTS, COSTS AND CHARGES
i) The Borrower shall, during the currency of the Loan bear all such
imposts, duties and taxes (including interest and other taxes, if
any) as may be levied from time to time by the Government or other
authority with the sanction of law pertaining to or in respect of
the Loan;
ii) The Borrower shall pay all other costs, charges and expenses
(including cost of investigation of title to the Borrower's
Properties and protection of the Lender's interest) in any way
incurred by the Lenders and such additional stamp duty, other
duties, taxes, charges and other penalties if any when the
Borrower is required to pay according to the laws for the time
being in force in the State in which its properties are situated
or otherwise;
iii) In the event of the Borrower failing to pay the monies referred to
in sub-clause (i) and (ii), the Lenders will be at liberty (but
shall not be obliged) to pay the same. The Borrower shall
reimburse all sums paid by the Lenders in accordance with the
provisions contained herein.
2.6 COMPUTATION OF INTEREST AND OTHER CHARGES
Interest and all other charges shall accrue from day to day and shall
be computed on the basis of 365 days year and the number of days
elapsed.
2.7 ADJUSTMENT OF OVERDUES
The Lender may, deduct from sums to be lent and advanced by it to the
Borrower any monies then remaining due and payable by the Borrower to
the Lender.
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2.8 LAST DATE OF WITHDRAWAL
Unless the Lender otherwise agrees, the right to make drawals from the
Loan shall cease on September 30, 1996.
2.9 REPAYMENT
i) The Borrower undertakes to repay the principal amount of the
Loan in accordance with the Amortization Schedule set forth in
Schedule II hereto.
ii) The Lender may, in suitable circumstances revise, vary or
postpone the repayment of the principal amount of the Loan or
the balance outstanding for the time being or any instalment(s)
of the said principal amount of the Loan or any part thereof
upon such terms and conditions as may be decided by the Lender.
iii) In the event of any default in the payment of instalments of
principal, any interest, liquidated damages, postponement, if
any, allowed by the Lender shall be at the rate of interest as
may be stipulated by the Lender at the time of postponement.
iv) If for any reason, the amount finally disbursed by the Lender
out of the Loan is less than the Loan, the instalment(s) of
repayment of the Loan shall stand reduced proportionately but
will be payable on the same dates as specified in Schedule II
hereto.
2.10 ACCELERATION OF REPAYMENT BY THE LENDER
If the Lender finds that the profitability of the Borrower, the cash
flow and other circumstances so warrant, the Lender may, on previous
intimation to the Borrower, require the Borrower to prepay the Loan on
dates earlier than the dates set out in Schedule II hereto and also to
increase the amount(s) of the instalment(s) of repayment fixed in that
Schedule.
2.11 PREMATURE REPAYMENT
The Borrower shall not prepay the outstanding principal amounts of the
Loan in full or in part before the due dates except after obtaining the
prior approval of the Lender (which may be granted conditionally).
2.12 DUE DATE OF PAYMENT
If the Due Date in respect of an instalment of the Loan, interest,
Front End Fee or any other payment falls on a Saturday or a day which
is a bank holiday at the place where the payment is to be made, the
immediately preceding working day shall be the due date for such
payment.
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2.13 LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS
In case of default in payment of instalment(s) of principal, interest,
Front End Fee and all other monies (except liquidated damages) on their
respective Due Dates, the Borrower shall pay on the defaulted amounts,
liquidated damages at the rate of 2.1% per annum for the period of
default. Liquidated damages shall be payable in the manner and on the
dates specified in Section 2.3(i) above.
2.14 REIMBURSEMENT OF EXPENSES
i) The Borrower shall reimburse all sums paid by the Lender under
any of the provisions of this Agreement immediately on demand
from the Lender. All such sums shall be secured by the
securities created/to be created in terms of the provisions of
Article III hereof and shall carry interest from the date of
payment till such reimbursement at the rate referred to in
Section 2.3 (iv) above.
ii) In case of default in making such reimbursement within 30 days
from the date of notice of demand, the Borrower shall also pay
on the defaulted amounts, liquidated damages at the rate of 2%
per annum from the expiry of 30 days from the date of notice of
demand till reimbursement in accordance with the provisions of
Section 2.13.
2.15 APPROPRIATION OF PAYMENTS
a) Unless otherwise agreed to by the Lender, any payments due and
payable under this Agreement and made by the Borrower shall be
appropriated towards such dues in the following order viz:
i) Premium on prepayment;
ii) Costs, charges, expenses and other monies;
iii) Interest on costs, charges, expenses and other monies;
iv) Interest including additional interest;
v) Further interest and liquidated damages on defaulted amounts
payable in terms of Section 2.13; and
vi) Repayment of instalments of principal;
due and payable under this Agreement.
b) Notwithstanding anything contained in Clause (a) hereinabove, the
Lender may, at its discretion, appropriate such payments towards
the dues, if any, payable by the Borrower in respect of earlier
loan(s) availed of by the Borrower from the Lender in the order
specified in the relative Loan Agreement(s).
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2.16 PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR
All monies payable by the Borrower to the Lender shall be paid to the
Lender at their office in Bombay/Bangalore or to such other office(s)
as may be specified by them by telegraphic, telex or mail transfer to
the account of such office(s) or by cheque or bank draft drawn in
favour of the Lender on a scheduled bank at Bangalore or such other
place or to such other account as the Lender may notify to the Borrower
and shall be so paid as to enable the Lender to realise, at par, the
amount on or before the relative Due Date.
Credit for all payments by local cheque/bank draft will be given on the
Lender's immediately next working day after the date of receipt of the
instrument or the relative due date whichever is later.
Credit for all payments by outstation cheque/bank draft will be given
only on realisation or on the relative due date whichever is later.
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ARTICLE III
SECURITY
3.1 SECURITY FOR THE LOAN
The Loan together with all interest, front end fees, liquidated
damages, premium on prepayment, costs, expenses and other monies
whatsoever stipulated in this Agreement shall be secured by -
a) an exclusive pledge in favour of the Lender of the shares of Wipro
Finance Limited of a value determined by the Lender in a manner
satisfactory to the Lender;
b) a mortgage and charge on all the borrower's immoveable properties, both
present and future, save and except book debts in such as form as may
be required by the Lender, subject to the charges created/to be created
in favour of the Borrower's bankers and on current assets for securing
borrowings for working capital requirements.
The above mortgage and charge will rank second and subservient to the
charges created and/or to be created in favour of Unit Trust of India
(UTI), ICICI and Life Insurance Corporation of India (LIC) for
aggregate debenture assistance outstanding of Rs.533 lacs, ICICI and
State Bank of India (SBI) capital market for aggregate debenture
assistance of Rs.300 lacs, ICICI and SBI for the aggregate outstanding
assistance of Rs.132 lacs, ICICI for the outstanding assistances of
Rs.6 lacs, Rs.336 lacs, Rs.1405 lacs and Rs.1601 lacs, Industrial
Development Bank of India (IDBI) for outstanding assistance of Rs.1000
lacs, Exim Bank for outstanding assistance of Rs.304 lacs, Hongking
Bank and Corporation Bank for aggregate outstanding assistance of
Rs.520 lacs and ICICI, IDBI, UTI and Exim Bank for the aggregate
outstanding assistance of Rs.558 lacs. The above mortgage and charge
shall rank pari-passu with the mortgage and charge created and/or to be
created in favour of company's bankers for their working capital
assistance of Rs.5705 lacs, SIDBI for its bill discounting assistance
of Rs.288 lacs, SBI caps for its aggregate Debenture assistance of
Rs.200 lacs and the Government of Karnataka for its Development Loan
outstanding aggregating Rs.20.97 lacs as on March 31, 1995.
3.2 AUDITORS' CERTIFICATE
The Borrower shall produce a certificate from its Auditors stating that
the said shares undertaken to be charged to the Lender, as security for
the Loan, are the absolute property of the Borrower and are free from
any charge, lien, or claim thereon of whatsoever nature.
3.3 CREATION OF ADDITIONAL SECURITY
If, at any time during the subsistence of this Agreement, the security
provided by the Borrower has been lost or in the opinion of the Lender,
has become inadequate to cover the Loan to the satisfaction of the
Lender, the Borrower shall provide and furnish to the Lender to their
satisfaction such security/ additional security as may be required and
acceptable to the Lender.
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ARTICLE IV
BORROWER'S WARRANTIES
4. Except to the extent already disclosed in writing by the Borrower to
the Lender, the Borrower shall be deemed to have assured, confirmed and
undertaken as follows:
a) LOAN APPLICATION
The Loan Application is true and accurate in all material respects, is
not misleading and does not omit any material fact, the omission of
which would make any fact or statement therein misleading and the Loan
Application shall be deemed to form part of the warranties herein
contained.
b) CONSENTS AND LICENSES
The Borrower undertakes to satisfy the Lender that all consents,
licenses, approvals, etc. as are necessary in connection with the
Borrowers business and the execution, validity and enforceability of
this Agreement have been duly obtained and undertakes to keep them
effective in full force and effect during the subsistence of this
Agreement.
c) DUE PAYMENT OF PUBLIC AND OTHER DEMANDS
The Borrower is not in arrears of any public demand such as income-tax,
corporation tax and all other taxes and revenues or any other statutory
dues payable to the Central or State Governments or any local or other
authority.
d) CONFLICT WITH MEMORANDUM AND ARTICLES OF ASSOCIATION
Nothing in this Agreement conflicts with the Memorandum and Articles of
Association of the Borrower.
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ARTICLE V
CONDITIONS PRECEDENT TO DISBURSEMENT OF THE LOAN
5. The obligations of the Lender to make the disbursement under this
Agreement shall be subject to the Borrower performing all its
obligations and undertakings under this Agreement besides compliance by
the Borrower with the Disbursement Procedure stipulated by the Lender,
such as submission of necessary information, documents etc. to the
satisfaction of the Lender. Before seeking disbursement, the Borrower
shall also comply with the following conditions:
a) CONSENT OF SECURED CREDITORS
Furnish to the Lender the consents from its secured creditors that they
have no objection to the Borrower creating in favour of the Lender a
second charge on the assets referred to in Article III hereof.
b) SECURITY IN FAVOUR OF THE LENDER
The Borrower shall have created security in favour of the Lender as
stipulated in Article III hereof.
c) NON EXISTENCE OF EVENT OF DEFAULT
The Borrower shall satisfy the Lender that no Event of Default and no
event which, with the lapse of time or notice and lapse of time would
become an Event of Default, has happened and been continuing.
d) STIPULATE ANY OTHER SPECIAL CONDITION
i) The Borrower shall out of the envisaged cash and cash accruals of
Rs.8476 lacs during the period April 1, 1995 to March 31, 1996
utilise a sum of Rs.6202 lacs for meeting a part of the cost of
the project and/or other requirements of funds. The Borrower shall
furnish an undertaking in the form required by the Lender, whereby
the Borrower shall take the responsibility for making arrangement
satisfactory to the Lender for meeting the shortfall, if any, in
the cash accruals envisaged during the above period. The funds
brought in to meet the shortfall in cash accruals shall be in such
form and manner and at such time as may be required by the Lender.
ii) The Lender shall retain the right to appoint one nominee on the
Board of Directors of the Borrower during the currency of its
assistances.
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ARTICLE VI
CONDITIONS APPLICABLE DURING THE CURRENCY OF THIS AGREEMENT
6.1 PARTICULAR AFFIRMATIVE COVENANTS
The Borrower shall
a) UTILISATION OF LOAN
Use the proceeds of the Loan for the purpose of the Loan. If, for
any reason the Borrower finds itself unable to comply with this
condition, it shall immediately inform the Lender in writing of
the same and the reasons therefor and shall, unless otherwise
agreed to by the Lender, repay forthwith the outstanding balance
of the Loan together with interest and all other monies payable in
respect thereof.
b) CONDUCT OF BUSINESS
Carry out its operations with due diligence and efficiency and in
accordance with sound technical, financial and managerial
standards and business practices.
c) ADVERSE CHANGES IN PROFITS AND PRODUCTION
Promptly inform the Lender of the happening of any labour strikes,
lockouts, shut downs, fires or other similar happenings likely to
have an adverse effect on the Borrower's profits or business and
of any material changes in the rate of production or sales of the
Borrower with an explanation of the reasons therefor.
d) INSURANCE
i) Keep insured upto the replacement value thereof as approved by the
Lender (including surveyor's and architect's fees) the properties
charged/to be charged to the Lender and such of its other
properties as are of an insurable nature against fire, theft,
lightning, explosion, earthquake, riot, strike, civil commotion,
storm, tempest, flood, marine risks, erection risks, war risks,
and such other risks as may be specified by the Lender.
ii) Duly pay all premia and other sums payable for that purpose. The
insurance in respect of the properties charged/to be charged to
the Lender shall be taken in the joint names of the Borrower and
the Lender and any other person or institution having an insurable
interest in the properties of the Borrower and acceptable to the
Lender. The Borrower shall keep deposited with the Lender the
insurance policies and renewals thereof.
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iii) Agree that, in the event of failure on the part of the Borrower to
insure the properties or to pay the insurance premia or other sums
referred to above, the Lender may get the properties insured or
pay the insurance premia and other sums referred to above, as the
case may be.
e) CORPORATE EXISTENCE
Maintain its corporate existence and right to carry on its
operations and promptly inform the Lender of any resolution
passed/intended to be passed by the Borrower for its voluntary
winding up or if it has notice of any application for winding up
having been made or of any statutory notice of winding up under
the provisions of the Companies Act, 1956 or any other notice
under any other Act or otherwise of any suit or other legal
process filed/initiated or intended to be filed/initiated against
the Borrower or if a Receiver is appointed or any of its
properties or business or undertaking.
f) CHANGES IN BOARD AND MANAGEMENT SET UP
Keep the Lender promptly informed of any change that may occur or
is likely to occur in the composition of its Board of Directors
and its management set-up.
g) NEW PROJECT
Keep the Lender informed of the progress of the Project,
modernisation, diversification or substantial expansion of any
Project that it might undertake during the period of the Loan.
6.2 NEGATIVE COVENANTS
Unless the Lender otherwise agrees, the Borrower shall not:
a) DIVIDENDS
Declare or pay any dividend to any of its Shareholders during any
financial year, unless it has paid all the dues of the Lender upto
the date on which the dividend is proposed to be declared or paid
or has made satisfactory provision therefor.
b) CHARGES
Create or permit any charge or lien on or transfer or alienate, in
any manner, the assets referred to in Article III hereof.
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c) LOANS AND DEBENTURES
Issue any debentures, raise any loans, or create any charge on its
assets or give any guarantees. This provision shall not apply to
normal trade guarantees or temporary loans and advances granted to
staff or contractors or suppliers in the ordinary course of
business or to raising of unsecured loans, overdrafts, cash credit
or other facilities from banks in the ordinary course of business.
d) MERGER, CONSOLIDATION, ETC.
Undertake or permit any merger, consolidation reorganisation,
scheme of arrangement or compromise with its creditors or
shareholders or effect any scheme of amalgamation or
reconstruction.
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ARTICLE VII
REPORTS
7. The Borrower shall furnish to the Lender, such reports as may be
required by the Lender.
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ARTICLE VIII
INSPECTION
8. a) PROJECT EXPENDITURE RECORDS
The operations and financial conditions of the Borrower and such
records shall be open to examination by the Lender and their authorised
representatives.
b) TECHNICAL, FINANCIAL AND LEGAL INSPECTIONS
The Borrower shall -
i) Permit the Lender and its authorised representatives to carry out
technical, financial and legal inspections of, the Borrower's
properties and to visit any facilities and construction sites of
the Borrower and to examine any plants, installations, sites,
works, buildings, properties, equipment, records and documents
relevant to the performance of the obligations of the Borrower
under this Agreement. Any such representative of the Lender shall
have free access at all reasonable times to the Borrower's
properties and shall receive full cooperation and assistance from
the employees of the Borrower.
ii) Permit any whole-time officer of the Lender or a qualified
practising Auditor to examine the Borrower's books and papers and
will give all facilities to enable any technically qualified
person chosen by the Lender to report on the business of the
Borrower at any time.
Provided that, if the technically qualified person is not a
whole-time employee of the Lender such technically qualified
person shall be reasonably acceptable to the Borrower having
regard to his other activities, if any.
iii) The cost of inspection, including travelling and all other
expenses, shall be payable by the Borrower to the Lender in this
behalf.
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ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
9.1 If one or more of the events specified in this Section, happen(s), the
Lender may, by a notice in writing to the Borrower, declare the
principal of and all accrued interest on the Loan to be due and payable
forthwith and the security created in terms of Article III of this
Agreement shall become enforceable.
EVENTS OF DEFAULT
a) DEFAULT IN PAYMENT OF PRINCIPAL SUMS OF THE LOAN
Default has occurred in the payment of principal sums of the Loan on
the due dates.
b) DEFAULT IN PAYMENT OF INTEREST
Default has been committed by the Borrower in payment of any interest
on the Loan and such default has continued for a period of thirty days.
c) DEFAULT IN PERFORMANCE OF COVENANTS AND CONDITIONS
Default has occurred in the performance of any other covenant,
condition or agreement on the part of the Borrower under this Agreement
and any other agreement and such default has continued for a period of
thirty days after notice in writing thereof has been given to the
Borrower by the Lender.
d) SUPPLY OF MISLEADING INFORMATION
Any information given by the Borrower in its Loan application, in the
reports and other information furnished by the Borrower in accordance
with the Reporting System and the warranties given/deemed to have been
given by the Borrower to the Lender is misleading or incorrect in any
material respect.
e) INABILITY TO PAY DEBTS
If there is reasonable apprehension that the Borrower is unable to pay
its debts or proceedings for taking it into liquidation, either
voluntarily or compulsorily, may be or have been commenced.
f) INADEQUATE INSURANCE
If the properties and assets offered to the Lender as security for the
Loan have not been kept insured by the Borrower or depreciate in value
to such an extent that, in the opinion of the Lender further security
to the satisfaction of the Lender should be given and on advising the
Borrower to that effect such security has not been given to the Lender.
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g) SALE, DISPOSAL AND REMOVAL OF ASSETS
If, without the prior approval of the Lender, any properties charged to
the Lender are sold, disposed of, charged, encumbered or alienated or
removed, pulled down or demolished.
h) REFUSAL TO DISBURSE LOANS BY OTHER FINANCIAL INSTITUTIONS
If the other financial institution(s) or bank(s) with whom the Borrower
has entered into agreements for financial assistance have refused to
disburse its/their loan(s) or any part thereof or have recalled
its/their loan(s) under their respective loan agreement(s) with the
Borrower.
i) PROCEEDINGS AGAINST BORROWER
The Borrower has voluntarily or involuntarily become the subject of
proceedings under any bankruptcy or insolvency law or the Borrower is
voluntarily or involuntarily dissolved.
j) INABILITY TO PAY DEBTS ON MATURITY
The Borrower is unable or has admitted in writing its inability to pay
its debts as they mature.
k) LIQUIDATION OR DISSOLUTION OF THE BORROWER
The Borrower has taken or suffered to be taken any action for its
reorganisation, liquidation or dissolution.
l) APPOINTMENT OF RECEIVER OR LIQUIDATOR
A receiver or liquidator has been appointed or allowed to be appointed
of all or any part of the undertaking of the Borrower.
m) ATTACHMENT OR DISTRAINT ON PROPERTIES
If an attachment or distraint has been levied on the Borrower's
properties or any part thereof or certificate proceedings have been
taken or commenced for recovery of any dues from the Borrower.
n) EXTRA-ORDINARY CIRCUMSTANCES
If extraordinary circumstances have occurred which make it improbable
for the Project to be carried out and for the Borrower to fulfil its
obligations under this Agreement.
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9.2 NOTICE TO THE LENDER ON THE HAPPENING OF AN EVENT OF DEFAULT
If any Event of Default or any event which, after the notice, or lapse
of time, or both, would constitute an Event of Default has happened,
the Borrower shall, forthwith give notice thereof to the Lender in
writing specifying the nature of such Event of Default, or of such
event.
9.3 EXPENSES OF PRESERVATION OF ASSETS OF BORROWER AND OF COLLECTION
All expenses incurred by the Lender after an Event of Default has
occurred in connection with -
i) preservation of the Borrower's assets (whether then or thereafter
existing); and
ii) collection of amounts due under this Agreement shall be payable by
the Borrower.
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ARTICLE X
CANCELLATION, SUSPENSION AND TERMINATION
10.1 CANCELLATION BY NOTICE TO THE LENDER
The Borrower may, by notice in writing to the Lender, cancel all or any
part of the Loan which the Borrower has not withdrawn prior to the
giving of such notice.
10.2 SUSPENSION
Further access by the Borrower to the use of the Loan may be suspended
or terminated by the Lender on the happening of any Event of Default.
The right of the Borrower to make withdrawals from the Loan shall
continue to be suspended until the event which gave rise to such
suspension shall have ceased to exist to the satisfaction of the Lender
or until the Lender shall have notified the Borrower that the right to
make withdrawals has been restored, whichever is earlier.
10.3 TERMINATION
If any of the Events of Default shall occur and shall continue or if
the Borrower shall not have withdrawn the Loan by the date referred to
in Section 2.8 hereof or such later date as may be agreed to by the
Lender or if the right of the Borrower to make withdrawals from the
Loan shall have been suspended with respect to any amount of the Loan
for a continuous period of thirty days, then, the Lender may, by notice
in writing to the Borrower, terminate the right of the Borrower to make
withdrawals. Upon such notice the undrawn amount of the Loan shall
stand cancelled.
10.4 BENEFIT OR PROTECTION
Notwithstanding any cancellation, suspension or termination, all the
provisions of this Agreement for the benefit or protection of the
Lender shall continue to be in full force and effect as herein
specifically provided.
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ARTICLE XI
WAIVER
11. WAIVER NOT TO IMPAIR THE RIGHTS OF THE LENDER
No delay in exercising or omission to exercise any right, power or
remedy accruing to the Lender upon any default under this Agreement or
security document shall impair any such right, power or remedy or shall
be construed to be waiver thereof or any acquiescence in such default,
nor shall the action or inaction of the Lender in respect of any
default or any acquiescence affect or impair any right, power or remedy
of the Lender in respect of any other default.
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ARTICLE XII
MISCELLANEOUS
12.1 SERVICE OF NOTICE
Any notice or request required or permitted to be given or made under
this Agreement to the Lender or to the Borrower shall be in writing.
Such notice or request shall be deemed to have been duly given or made
when it shall be delivered by hand, mail or telegram to the party to
which it is required or permitted to be given or made at such party's
recognised address or at such other address as may be designated by
such party.
12.2 EVIDENCE OF DEBT
a) The Lender shall maintain, in accordance with their usual practice,
accounts evidencing the amounts from time to time lent by and owing to
them under this Agreement.
b) In any legal action or proceedings arising out of or in connection with
this Agreement, the entries made in the accounts maintained purusuant
to sub-clause (a) above shall be prima-facie evidence of the existence
and amount of obligations of the Borrower as therein recorded.
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SCHEDULE I
PURPOSE OF THE LOAN
The Borrower has requested the Lender and the Lender has agreed to
provide to the Borrower the financial assistance by way of Corporate Loan of
Rs.800 lacs (Rupees eight hundred lacs only) to meet the Borrower's overall long
term requirement of funds.
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SCHEDULE II
AMORTIZATION SCHEDULE
(Rs. in lacs)
Principal amount
Sr. Date of Payment of outstanding after
No. Payment Due Principal each payment
--- ----------- ---------- -----------------
800.00
01 15/01/1997 66.67 733.33
02 15/04/1997 66.67 666.66
03 15/07/1997 66.67 599.99
04 15/10/1997 66.67 533.32
05 15/01/1998 66.67 466.65
06 15/04/1998 66.67 399.98
07 15/07/1998 66.67 333.31
08 15/10/1998 66.67 266.64
09 15/01/1999 66.67 199.97
10 15/04/1999 66.67 133.30
11 15/07/1999 66.67 66.63
12 15/10/1999 66.63 ---
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IN WITNESS WHEREOF the Borrower has caused its Common Seal to be
affixed hereto and to a duplicate hereof on the day, month and year first
hereinabove written and the Lender has caused the same and the said duplicate to
be executed by the hand of Shri V.M. Ketkar, Sr. V.P. of the Lender.
THE COMMON SEAL of the Wipro Ltd. has pursuant to the Resolution of its Board of
Directors passed in that behalf on the 23rd day of November 1995 hereunto been
affixed in the presence of Shri J. Shankar, Corporate Treasurer who has signed
these presents in token thereof and Shri Satish Menon, Company Secretary and
Corporate Counsel who has coutersigned the same in token thereof.
SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
Sr. V.P. an authorised official of the Lender.
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/s/ SHRI V.M. KETKAR
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Shri V.M. Ketkar, Sr. V.P.
/s/ SHRI J. SHANKAR
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Shri J. Shankar, Corporate Treasurer
/s/ SHRI SATISH MENON
------------------------------------
Shri Satish Menon, Company Secretary
