Exhibit (c)(ix)
TATA MOTORS LIMITED
BOMBAY HOUSE, 24 HOME ▇▇▇▇ STREET,
BOMBAY 400 001
July 31, 2003
To,
Citibank, N.A.
ADR Department
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Re: Tata Motors Limited, formerly known as Tata Engineering and
Locomotive Company Limited (the "Company")--Depositary Receipt
Facilities
Ladies and Gentlemen:
We refer to (i) the Rule 144A Deposit Agreement, dated as of July
15, 1994, as amended on July 19, 1996 and August 13, 1996 and supplemented on
August 19, 2002 (the "Rule 144A Deposit Agreement"), among the Company,
Citibank, N.A., as Depositary, and all Holders and Beneficial Owners of Rule
144A Global Depositary Receipts issued thereunder and (ii) the International
Deposit Agreement, dated as of July 15, 1994, as amended as of July 19, 1996 and
August 13, 1996 and supplemented on August 19, 2002 (the "International Deposit
Agreement" and, together with the Rule 144A Deposit Agreement, the "Deposit
Agreements"), among the Company, Citibank, N.A., as Depositary and all Holders
and Beneficial Owners of International Global Depositary Receipts issued
thereunder. Terms used herein but not otherwise defined herein shall have the
meaning ascribed to them in the Deposit Agreements.
This Letter Agreement will confirm our understanding and agreement
as follows:
1. The Company and the Depositary hereby agree that the common
shares of the Company, par value Rs. 10 per share (the "Shares"), to be
delivered by the Company upon conversion of 1% Convertible Notes due 2008 (the
"Notes"), initially offered and sold to qualified international buyers in
reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and outside the United States in reliance on Regulation S
under the Securities Act, pursuant to the Purchase Agreement dated July 24,
2003, among the Company and the Managers named therein (the "Purchase
Agreement") may be deposited under the Deposit Agreements, in accordance with
the terms thereof.
2. The Company and the Depositary hereby agree to issue Rule 144A
GDSs against the deposit of Shares, to be delivered upon conversion of the Notes
initially offered and sold pursuant to Rule 144A under the Securities Act in
accordance with the Rule 144A Deposit Agreement and International GDSs
(collectively with the Rule 144A GDSs, the "GDSs") against the deposit of Shares
to be delivered upon conversion of Notes initially offered and sold pursuant to
Regulation S under the Securities Act in accordance with the Regulation S
Deposit Agreement.
3. The Depositary hereby agrees to deliver depositary receipts
evidencing GDS's representing such Shares in accordance with the Deposit
Agreements upon receipt of the opinions referred in Section 5 below.
4. The Company hereby represents and warrants to the Depositary that
the terms of the Purchase Agreement provide that the Notes will be resold by the
several Managers named in the Purchase Agreement only (i) to persons whom they
reasonably believe are qualified institutional buyers (as defined in Rule 144A)
in transactions meeting the requirements of Rule 144A or (ii) in accordance with
Regulation S under the Securities Act of 1933 to persons other than U.S. persons
(as defined in Regulation S).
5. Upon issuance of the Notes, the Company shall provide the
Depositary with an opinion of its Indian counsel to the effect that 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 GDSs are issued in respect thereof, will be full entitlement Shares and
will be validly issued, fully paid and non-assessable and any preemptive or
other rights with respect thereto will have been exercised or validly waived.
This Letter Agreement shall be deemed to constitute an agreement
between the Company and the Depositary as required by Section 2.02 of each of
the Deposit Agreements.
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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.
Kindly indicate your acceptance and agreement to the foregoing by
signing this letter below in the space provided.
TATA MOTORS LIMITED
(formerly known as Tata Engineering and Locomotive
Company 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: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President