TATA MOTORS LIMITED
BOMBAY HOUSE, 24 ▇▇▇▇ ▇▇▇▇ STREET,
BOMBAY 400 001
March 20, 2006
To,
Citibank, N.A.
ADR Department
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Re: Tata Motors Limited (the "Company') -- American Depositary Receipt
Facility
Ladies and Gentlemen:
We refer to the Amended and Restated Deposit Agreement, dated as of
September 27, 2004, among the Company, Citibank, NA., as Depositary, and all
Holders and Beneficial Owners of American Depositary Shares issued thereunder
(the "Deposit Agreement"). Terms used herein but not otherwise defined herein
shall have the meaning ascribed to them in the Deposit Agreement.
This Letter Agreement will confirm our understanding and agreement
as follows:
1. Deposit of Shares. The Company and the Depositary hereby agree
that the ordinary shares of the Company, par value Rs.10 per share (the
"Shares"), to be delivered upon conversion of the Zero Coupon Convertible Notes
due 2011 (the "Notes") initially offered and sold outside the United States in
reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the
"Securities Acti+/-), pursuant to the Purchase Agreement, dated February 16,
2006 between the Company and the Initial Purchaser named therein (the "Purchase
Agreement") may be deposited with the Custodian under the Deposit Agreement, in
accordance with the terms hereof and thereof. The Company hereby confirms that
(x) the Shares to be deposited with the Custodian upon conversion of the Notes
(i) have been duly authorized and will be validly issued, fully paid and
non-assesable, (ii) will rank pari passu in all respects with and will be fully
fungible (including with respect to listing, trading and settlement in India)
with the Shares then on deposit with the Custodian under the Deposit Agreement,
(iii) will be legally issued and deposited by the Company and will not be
stripped of any rights or entitlements by the Company prior to or upon deposit
with the Custodian and (iv) will be free and clear of any lien, encumbrance,
security interest, charge, mortgage or adverse claim and will not be stripped on
any rights or entitlements, and (y) there are no
preemptive rights (and any similar rights) with respect to the Shares to be
deposited with the Custodian upon conversion of the Notes.
2. Issuance of ADSs. The Company and the Depositary hereby agree to
the Depositary issuing ADSs against the deposit of Shares to be delivered upon
conversion of the Notes subject to compliance with the terms and conditions of
the Deposit Agreement, including, without limitation, receipt by the Depositary
of applicable deposit fees.
3. Delivery of ADSs. The Depositary hereby agrees to deliver ADSs
representing such Shares in accordance with the Deposit Agreement upon receipt
of the opinions referred in Section 5 below.
4. Representations and Warranties. The Company hereby represents and
warrants to the Depositary that (i) the terms of the Purchase Agreement provide
that the Notes will be resold by Initial Purchaser named in the Purchase
Agreement in accordance with Regulation S under the Securities Act, (ii) it will
deposit Shares upon conversion of the Notes only after (x) completion of the
applicable listing requirements of the applicable Indian exchanges, (y) receipt
of confirmation that such Shares are tradable on such exchanges and (z) receipt
of a conversion notice from the converting holder of the Notes (or its
representative) in which the converting holder certifies, inter alia, that it
(i) is not an "affiliate" of the Company or a person acting on behalf of such an
affiliate, and (ii) it is not in the business of buying or selling securities
or, if it is in such business, it did not acquire the Notes from the Company (or
any of the Company's affiliates) in the initial distribution thereof.
5. Opinions. Upon issuance of the Notes, the Company shall provide
the Depositary with (i) an opinion of its Indian counsel reasonably satisfactory
to the Depositary which addresses, among other things, that this letter
agreement is enforceable, all consents and approvals necessary under Indian law
for issuance and deposit of the Shares with the Custodian have been obtained,
such Shares are duly authorized, and, at the time ADSs are issued in respect
thereof, such Shares will be validly issued, fully paid and non-assessable and
any preemptive or other similar rights with respect thereto will have been
validly waived or exercised and (ii) an opinion of its U.S. counsel which
addresses, among other things, that no registration under the Securities Act of
(x) the Notes is required in connection with their distribution as contemplated
in the Purchase Agreement (y) the issuance and delivery of Shares or ADSs upon
conversion of the Notes.
6. Depositary Fees. The Company and the Depositary agree that the
Depositary shall, as contemplated in the Deposit Agreement, be authorized to
charge the person receiving the ADSs issued in connection with a conversion of
Notes a depositary fee of up to US$5.00 per 100 ADSs (or fraction thereof)
issued.
7. Fractional Shares and ADSs. Notwithstanding anything to the
contrary in the Deposit Agreement, the Company will not deliver to the
Depositary or the Custodian in connection with the issuance of ADSs upon
conversion of Notes, and the Depositary shall not be required to accept under
any circumstances (a) any fraction of a
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Share nor (b) a number of Shares which upon application of the ADS to Shares
ratio would give rise to a fraction of an ADS.
8. Two-way Fungiblity Limits. The Company confirms that the issuance
and deposit of the Shares with the Custodian upon conversion of Notes will
increase, to the extent of such deposits, the numerical limitations set forth in
the Operative Guidelines for the Limited Two-Way Fungibility of ADRs/GDRs under
the "Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through
Depository Receipt Mechanism) Scheme, 1993" issued by the Reserve Bank of India.
9. F-6 Registration Statement. The parties hereto confirm that a
signed copy of this Letter Agreement shall be filed as an exhibit to the next
Registration Statement on Form F-6 (or next amendment to any existing
Registration Statement on Form F-6 currently on file) in respect of the ADSs.
10. Miscellaneous.
(a) The parties acknowledge and agree that the indemnification
obligations contained in Section 5.8 of the Deposit Agreement shall apply to all
of the terms, conditions, obligations and performances under this Letter
Agreement as if they were set forth in the Deposit Agreement.
(b) The parties hereto agree to duly execute and deliver, or cause
to be duly executed and delivered, such further documents and instruments and do
and cause to be done such further acts, as may be reasonably requested by the
other party in order to implement the terms and provisions of this Letter
Agreement and to effectuate the purpose and intent hereof.
(c) This Letter Agreement shall be interpreted and all rights
hereunder and the provisions hereof shall be governed by the laws of the State
of New York.
(d) This Letter Agreement shall be binding upon the parties hereto,
and their respective legal successors and permanent assigns.
(e) This Letter Agreement may not be modified or amended except by a
writing signed by both parties hereto.
(f) This Letter Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and all of which, taken together, shall
constitute one and the same instrument.
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Kindly indicate your acceptance and agreement to the foregoing by
signing this letter below in the space provided.
TATA MOTORS LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Director
Accepted and Agreed
as of the date first written above
CITIBANK, N.A.,
as Depositary
By:
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Name:
Title:
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Kindly indicate your acceptance and agreement to the foregoing by
signing this letter below in the space provided.
TATA MOTORS LIMITED
By:
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Name:
Title:
Accepted and Agreed
as of the date first written above
CITIBANK, N.A.,
as Depositary
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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