ABC Ltd. Mumbai — 400026. Date Dear Sirs, US$ 125.00 Million Syndicated Term Loan Mandate Letter We, ABN AMRO Bank, Citigroup Global Markets Singapore Pte Ltd, State Bank of India and Standard Chartered Bank (the “Mandated Lead Arrangers"), have pleasure in submitting an indicative proposal setting out the terms and conditions upon which we are willing to arrange a credit facility of US$ 125.00 Million (the “Facility’) to be provided to ABC Ltd (the “Borrower’) for capital expenditure Terms defined in the outline terms and conditions set out in the term sheet (the “Term Sheet’) attached to this letter (the “Mandate Letter") shall have the same meaning when used in this letter unless otherwise defined in this letter. 1. Appointment and Status The Borrower appoints the Mandated Lead Arrangers to act exclusively as arrangers of the Facility on the basis of the terms and conditions set out in this letter and the Term Sheet. The Borrower agrees not to appoint another institution in connection with the arranging of the Facility or to award any institution any fees, title or role in Connection with the Facility without the prior written consent of the Mandated Lead Arrangers. This Proposal Letter is a proposal to be used as a basis for continued discussions, and does not constitute a commitment of the Banks to lend, arrange or syndicate a financing or an agreement of the Banks to prepare, negotiate, execute or deliver such a commitment. The delivery of a commitment would be subject, among other things, to (i) the Banks’ satisfaction with the results of their due diligence and (ii)the obtaining of final internal credit approvals by the Banks' for their financing under the Facility and (iii) the Banks’ satisfaction that other lenders would participate in the Facility on the basis outlined in Annex |. The terms and conditions of this Proposal, including the amounts, interest rates, repayment and fees, may be modified or supplemented by the Banks’ in their sole discretion at any time and from time to time during the course of their due diligence and credit approval process or as a result of changed market conditions or otherwise. In issuing this Proposal Letter, the Banks are relying on the accuracy of the information previously furnished to them by or on behalf of you and your affiliates without independent verification thereof 2. Scope & Conditions The facility will he arrangsd on fully underwritten basis. In their capacity as Manuated Lead Arrangers, the MLA's will: (a) work with the Borrower to agree mutually acceptable terms and conditions for the Facility, substantially in the form of the attached Term Sheet (b) co-ordinate the drafting of the Facility Agreement and other related documentation; and (c) manage the syndication of the Facility in the international loan markets. This indicative commitment to arrange is subject to: (a) the terms and conditions set out below, and in the enclosed term sheet, (b) there being no breach by the Borrower of the terms of this letter or the Term Sheet; (c) the Mandated Lead Arrangers satisfaction with the results of its due diligence; and (d) Final credit and underwriting approval by the Mandated Lead Arrangers. The terms and conditions of this proposal, including the amounts, interest rates, amortisation and fees, may be modified or supplemented by the Mandated Lead Arrangers at their sole discretion at any time and fram time to time during the course of its due diligence and credit approval process or as a result of changed market conditions or otherwise. 3. Fees and Expenses In consideration of the Mandated Lead Arrangers arranging the Facility (subject to the terms of this letter), the Borrower agrees to pay the following fees:(a) Arrangement Fee: 1.3125 % flat on the Facility Amount, payable to the Facility Agent for the account of the Mandated Lead Arrangers and the participating banks on the earlier of (a) five business days after the Signing Date or (b) the date of the first Advance under the Facility. (b) Facility Agent’s Fee: US$ 7,500 per annum, payable annually in advance. (c) Security Agent’s Fee: To be decided in consultation with the Borrower. The Borrower agrees to reimburse the Mandated Lead Arrangers for all costs and expenses (including, but not limited to, legal fees, travel, accommodation, printing, publicity, telephone and facsimile costs) incurred in connection with the Facility, pursuant to the “Expenses” section of the Term Sheet, subject to a maximum of US $ 30,000. The above expense cap is exclusive of the cost of road shows to be held. Based on the mutual consent of the Borrower and the Mandated Lead Arrangers, it would be decided to hold road shows at Taipei / Singapore the expenses cap will be increased by US$ 30,000 (exclusive of any travelling, accommodation and other expenses incurred by the Borrower). The Borrower agrees to reimburse such costs and expenses without set-off, counterclaim or other declaration or withholding and upon presentation to it by the Mandated Lead Arrangers of a statement of account. It must reimburse such costs and expenses irrespective of whether or not the Facility Agreement is signed or any drawing is made. 4. Syndication The Borrower undertakes to assist the Mandated Lead Arrangers in effecting the syndication of the Facility (“Syndication”) for a period commencing on the date hereof and ending on the completion of Syndication to the satisfaction of the Mandated Lead Arrangers (such date to be determined by the Mandated Lead Arrangers and advised to the Borrower) (the “Syndication Date"). This assistance shall include: (a) providing such information by the Borrower as may be reasonably required by the Mandated Lead Arrangers in connection with Syndication, including any information reasonably required for the preparation of the Information Memorandum referred to at paragraph 5 below; (b) making available the senior management of the Borrower for the purposes of making presentations to, and/or holding meetings with, proposed new lenders at such times as may be mutually agreed within the agreed timetable for Syndication;(c) making introductions to banks with whom the Borrower has a relationship, and (d) agreeing to make such minor amendments to the Facility Agreement as may be reasonably requested by the proposed new banks and as agreed to by the Mandated Lead Arrangers (in consultation with the Borrower). However, nothing in this paragraph shall require the Borrower to agree to any amendment that would materially prejudice it in any way 5. Information Memorandum The Mandated Lead Arrangers will be pleased to assist in the preparation and distribution of an Information Memorandum to be provided to prospective lenders. The Information Memorandum will need to contain all relevant information about the Borrower and the use to which the proceeds of the Facility will be applied. The final version of the Information Memorandum and any additional or supporting information to be provided to prospective lenders will be approved by the Borrower prior to distribution. The Borrower will be responsible for the accuracy of the contents of the Information Memorandum and agree to make a representation in the Facility Agreement and, if necessary, provide a separate letter of acknowledgement concerning the accuracy of the Information Memorandum to the Mandated Lead Arrangers and to the participants in the Facility. 6. Clear Market Upon award of the mandate to arrange the Facility, the Borrower any of its affiliates and / or subsidiaries undertakes that it has not, and will not, enter or mandate anyone to enter the international debt markets for any kind of loan, guarantee, note or bond issue in which it is borrower / debtor or guarantor (including foreign currency bilateral agreements) without prior written permission of the Mandated Lead Arrangers until signing of the Facility. T Material Adverse Change This offer is subject to: In the sole opinion of any of the Mandated Lead Arranger, the absence of (a) any material adverse change having occurred in any of the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its holding companies and subsidiaries since 31st March 2008, including downgrade of its credit rating; (b) any circumstance, change or condition (including the continuation of an existing condition) in the international or domestic commercial bank, loan syndication, financial or capital markets, political or economic conditions or currency exchange rates or exchange controls generally that, in the sole opinion of the Mandated Lead Arranger, would materially affect syndication and conclusion of the Facility; and (c) any material adversechange having occurred in India (or in the financial markets in India) in which the Borrower and / or its principal assets are located or in the market for loans to and debt securities of the Republic of India, including downgrade of country rating of the Republic of India. 8. Market Conditions The Mandated Lead Arrangers have the right at anytime to change any or all the terms, structure, tenor, amount and pricing of the Facility if such changes are advisable in the Mandated Lead Arrangers judgement to ensure a successful syndication of the Facility as determined by the Mandated Lead Arrangers. If the Mandated Lead Arrangers determine such changes are necessary, the Mandated Lead Arrangers will consult with the Borrower for a period of up to 5 business days about such changes. If the Borrower does not accept such changes after such period, the Banks’ will be entitled to terminate their commitment or accelerate the Facility. The Borrower will remain responsible to reimburse expenses incurred if any to the Mandated Lead Arrangers. 9. Confidentiality This proposal and arranging commitment is intended for the Borrower's exclusive use and is made on the express understanding that the terms and conditions in this letter and the Term Sheet will be treated as strictly confidential and may not be relied upon by any other person. The Borrower may not disclose this letter or the Term Sheet to any other person without the Mandated Lead Arrangers’ prior written consent, except that a copy may be disclosed to (i) the professional advisers. of the Borrower advising in relation to the Facility or (ii) any other person as may be required by any applicable law or regulation. 10. Publicity The Mandated Lead Arrangers and the Borrower agree that they will not make, or permit or procure any other person to make, any announcement or disclosure of any details of the transaction contemplated hereby without first obtaining the prior written consent of the other parties hereto (such consent not to be unreasonably withheld or delayed). 11, Indemnity The Borrower agrees to indemnify and hold harmless the Mandated Lead Arrangers (and their respective directors, officers, employees and agents) (each an “Indemnified Person") against any loss, liability, cost or expense incurred in respect of the Facility (including the reasonable fees and expenses of counsel to such Indemnified Person) (except to the extent resulting directly fram the gross negligence or wilful misconduct of such Indemnified Person).412. Miscellaneous This letter may be signed in a number of counterparts. This has the same effect as if the signatories on the counterparts were on a single copy of the letter. 13 Governing Law This letter and all claims arising in connection with it are governed by, and are to be construed in accordance with, English Law. The Security however be covered under Indian Law. 44. Submission to Jurisdiction For the Mandated Lead Arrangers’ benefit, the Borrower irrevocably submits to the non-exclusive jurisdiction of the Indian courts for the purpose of hearing and determining any dispute arising out of this letter. Please sign and return the enclosed copy of this letter on or before Date...... failing which this indicative arranging offer will lapse unless it has been extended in writing by the Mandated Lead Arrangers. We look forward to working with you on this transaction. Yours faithfully, The Mandated Lead Arrangers For and on behalf of ABN AMRO Bank Citigroup Global Markets Singapore Pte Ltd Siate Bank of India Standard Chartered Bank The Borrower We agree to the terms set out above. Countersigned by the Borrower Name: Designation Date