Agreement Inter se the participating Banks

WHEREAS

(1) At the request of Limited, a company registered under the , and having its registered office at (hereinafter referred to as "the Borrower) the Participating Banks have agreed to grant accommodation to it by way of cash credit facility for an amount not exceeding an aggregate limit of in which aggregate limit participation by each of the Participating Banks shall be in the following shares :-

(2) By a Deed of Hypothecation dated executed by the Borrower in favour of the Participating Banks, which Deed of Hypothecation shall be taken as part hereof, the Borrower has created in favour of the Participating Banks a first charge by way of hypothecation

(a) on the whole of the Borrower's present and future stocks of raw materials, goods in process of manufacture and all finished or manufactured goods and articles, such as (here give a general description of the raw materials goods and articles hypothecated) together with all stores, components and spares which now belong to or may hereafter from time to time during the continuance of the said security belong to the Borrower and which are or shall or may be brought into, stored or be in or upon or about the Borrower's factory, godowns and/or other premises at. or wherever else the same may be situate, stored or lying or being (including any such raw materials, articles or goods stores spares components or other movable property in course of transit or delivery to the Borrower) and

(b) all the Borrower's present and future book debts outstanding moneys, receivables, claims, bills, rights to and in movable property and movable assets so that such charge in favour of the Participating Banks shall inter se rank pari passu and without any preference or priority to one over the other(s)

(3) It has been agreed by and between the Participating Banks that Bank (hereinafter referred to as "the Lead Bank") shall act and function in respect of the conduct of the said accommodation by way of cash credit facility and the security therefor for itself and on behalf of all other Participating Banks such other Participating Banks having agreed to appoint the Lead Bank as their agent to act as provided hereunder on their behalf in matters and things pertaining to and connected with the said accommodation by way of cash credit facility and the security therefor.

(4) Pursuant to the said agreement by and between the Participating Banks and with a view to defining the rights and obligations inter se the Participating Banks, the Participating Banks have agreed to enter into this Agreement.

NOW THIS AGREEMENT WITNESSETH AND THE PARTICIPATING BANKS AGREE AS FOLLOWS:-

1. That the Participating Banks shall grant accommodation to the Borrower by way of cash credit facility of an amount not exceeding an aggregate limit of and that such aggregate limit shall stand distributed among the Participating Banks in the following shares :-

And that the aggregate limit and the respective shares of the Participating Banks may be varied from time to time by mutual consent.

2. That the Participating Banks will open in their respective books separate cash credit accounts in the name of the Borrower in respect of such cash credit facility with each of them and will ensure that drawings out of the said cash credit accounts are regulated by the Borrower in such manner that the amounts due from time to time for principal and interest on each of the said cash credit accounts are kept as nearly as practicable pro rata to the respective limits granted by the Participating Banks.

3. That the rights under and in respect of the security created by the Borrower in favour of the Participating Banks by way of hypothecation shall rank pari passu in all respects and for all intents and to all purposes inter se the Participating Banks and without any preference or priority of one over the other(s). The Participating Banks shall stand in the same position without claiming prior rights and divide and appropriate the realisations of the security in such shares and such manner as mentioned herein.

4. That, except as regards acts, matters and things which may be done by each of the Participaing Banks, including as provided herein, and/or in the said Deed of Hypothecation, the Lead Bank will act as provided herein on its own behalf and on behalf of the other Participating Banks in all other acts matters and things pertaining to and connected with the said accommodation by way of cash credit facility and the security therefor. The other Participating Banks hereby authorise the Lead Bank to act as their agent and for and on behalf of each of them to function as such Lead Bank as provided herein respect of all other acts matters and things pertaining to and connected with the said accommodation by way of cash credit facility and the security therefor.

5. That, except as regards acts, matters and things which may be done by each of the Participating Banks, including as provided herein, and/or in the said Deed of Hypothecation, all rights and powers vested in the Participating Banks under the said Deed of Hypothecation and under any other arrangements agreements or otherwise in respect of all other acts matters and things pertaining to and connected with the said accommodation by way of cash credit facility and the security therefor by way of hypothecation or otherwise shall be exercised by the Participating Banks through the Lead Bank.

6. Without prejudice to the preceding two clauses, any one or more of the Participating Banks may also take any steps to take possession or realise or enforce the hypothecated security either through the intervention of the court or otherwise howsoever and in whatever manner it/they may think fit and for that purpose exercise all rights and powers vested in it/them by law and/or under the said Deed of Hypothecation and/or under any other arrangements or agreements or otherwise, or may close the said cash credit account(s).

Provided that in the morning of the full working day immediately preceding any such action intended to be taken by any one or more of the Participating Banks under this clause, due notice of such intention and of the action intended to be taken shall be communicated in writing by such Participating Bank(s) to the other(s) of them and the other Participating Bank(s) shall immediately, as soon as possible, after the receipt of such notice, demand repayment of the monies due on the relative cash credit account(s) of the Borrower with it/them and notify its/their respective intention in writing either to act jointly in such action with such Participating Bank(s) taking the action or otherwise.

In the event of such other Participating Bank(s) agreeing to act jointly in such action then all the Participating Banks shall act jointly through the Lead Bank. In the event of failure, neglect or refusal by any one or more of such other Participating Banks to join in any such action, the Participating Bank(s) taking action shall make the other Participating Bank(s) so failing, neglecting or refusing as party defendant(s) in any legal proceedings which such Participating Bank(s) may take against the Borrower.

The proceeds of any realisations in such legal proceeds shall be available for and be appropriated to the indebtedness of the Borrower to such Participating Bank(s) taking action due and outstanding under the respective cash credit account(s) with such Participating Bank(s). The failure, neglect or refusal of any of the Participating Bank(s) to join in any such action shall not affect the right of such Participating Bank(s) so failing, neglecting or refusing in any manner whatsoever vis a vis the Borrower and/or the hypothecated security.

7. Subject to the provisions of clause 6 herein, in the event of the hypothecated security being realised howsoever and in whatever manner, the proceeds of such realisation, including monies received from insurance companies or otherwise in respect of the security, remaining after deducting therefrom the cost (between attorney/advocate and client), charges and expenses incidental to such realisation shall in the first instance be appropriated towards or in satisfaction of all indebtedness of the Borrower due and outstanding to the Participating Banks, such indebtedness being the amount outstanding under the cash credit accounts, and the interest due thereon upto the date of realisation of the security whether actually debited or not to the said cash credit accounts together with any cost (between attorney/advocate and client) charges and expenses debitable to the cash credit accounts whether actually debited or not, pro rata in accordance with the total amount of such indebtedness due and outstanding under and in respect of the said cash credit accounts as aforesaid with each of the Participating Banks and thereafter the balance, if any, shall be available for, and be appropriated to the outstanding indebtedness or liabilities of the Borrower on any account or in any manner to the Participating Banks pro-rata in accordance with the total amount of such other outstanding indebtedness or liabilities.

And in the event of the net proceeds of realisation remaining as aforesaid being insufficient for repayment of whole of the respective amounts due to the Participating Banks, the same shall be appropriated in liquidation of the indebtedness of the Borrower to the Participating Banks as aforesaid pro-rata in accordance with the total amount of such indebtedness and liabilities.

Until such appropriation, the monies realised by the Lead Bank or any or more of the Participating Banks or by its/their agents, nominees, officers, shall be held by the Lead Bank or any such Participating Banks or by its/their agents, nominees or officers in trust for all the Participating Banks in accordance with their respective rights hereunder.

In this clause, the expression "date of realisation" shall mean the date agreed upon amongst the Participating Banks and failing such agreement, the date or, if more than one, the first of the dates on which any one of the Participating Banks or all of them realise(s) the security under the said Deed of Hypothecation or under any arrangement agreement or otherwise.

8. That where it is desired that an increase in the aggregate cash credit limit shall be made, and/or that the shares of the various Participating Banks shall be varied, the Borrower shall be required to apply to the Leed Bank which shall conduct the initial appraisal for the grant or otherwise of such increase in limit or change in the distribution of the limits and shall approve, after consultation with and by the consent of each of the Participating Banks, of such increased limit, including the distribution of such increased limit or any change in the allocation of the limit among the Participating Banks.

9. That the Borrower shall be required to send to all the Participating Banks simultaneously the stock statements, all financial and other statements, reports, returns, certificates and information and such other periodical data as may be decided upon. The Lead Bank shall work out the drawing power of the Borrower under the cash credit accounts maintained with each Participating Bank and advise as early as possible the other Participating Banks of the drawing powers of the Borrower allocated to each of them.

10. That each of the Participating Banks shall advise the other Participating Banks before the 5th working day of each month figures relating to the average drawings, total credit and debit summations and maximum and minimum drawings during the previous month.

11. That each one of the Participating Banks shall adhere to the drawing powers allocated to them and will not normally permit excess drawings otherwise than with the specific consent of all are Participating Banks.

12. That all inspections of the hypothecated security or of the affairs of the Borrower will be conducted by a team comprising representatives of the Lead Bank and such other Participating Banks, as may be determined from time to time in consultation with and by the consent of all the Participating Banks.

13. That the Lead Bank shall obtain from the Borrower at the beginning of every quarter of the calendar year an estimate of the aggregate amount that it proposes to draw during that quarter and the Lead Bank shall advise the other Participating Banks their pro-rata commitments for the quarter. It shall be open to each of the Participating Banks to levy separate commitment charge at such rate as it may determine from time to time to the Borrower and any such commitment charge may be debited to the Borrower's cash credit account(s) with the Participating Banks.

14. That the other banking business of the Borrower and/or the rights, benefits, obligations and liabilities arising out of such business shall be shared among the Participating Banks on a pro-rata basis in relation to the limits allocated to each of the Participating Banks.

It shall be open to the Borrower to place such business directly with the various Participating Banks and the data in this regard shall be exchanged among the Participating Banks through the Lead Bank every quarter or at such intervals as may be agreed by and among the Participating Banks so that necessary directions could be given by the Lead Bank to the Borrower with a view to ensuring that each Participating Bank has an appropriate share in the other banking business of the Borrower and/or the rights, benefits, obligations and liabilities arising out of such business.

Provided, however, that such other banking business of the Borrower already being handled by any or more of the Participating Banks at the commencement of the Participation arrangment and/or the rights, benefits, obligations and liabilities arising from such business will not be shared with the other Participating Banks and all rights, benefits, obligations and liabilities arising out of such business will accrue to or be suffered by the concerned Participating Banks transacting such business.

15. That the Lead Bank may charge a fee for its service rendered as a Lead Bank and such fee shall be determined in consultation with and by the consent of all the Participating Banks and such service fee shall be borne by the Borrower and shall be debitable to the cash credit account maintained with the Lead Bank. In case it is not possible to recover the service fee from the Borrower or from the security realised, all the Participating Banks will share the service fee in the proportion to the limits sanctioned by them and reimburse the Lead Bank with the same.

16. That the Lead Bank shall keep the other Participating Banks informed of all the major developments relating to the affairs of the Borrower suitably and, if necessary, by arranging periodical meetings of the representatives of the various Participating Banks to discuss the matters arising out of the said accommodation and take decisions in respect thereof and such meetings may be held with or without an invitation having been sent to the Borrower for attending the meetings.

Also, the other Participating Banks or any one or more of them coming to know of any developments relating to the affairs of the Borrower shall keep the other Participating Banks, including the Lead Bank, informed about the same and the Lead Bank, shall in such cases, if necessary arrange special meetings of the Participating Banks.

17. That all the monies received by the Lead Bank or any one or more of the participating Banks

(a) by realisation of the hypothecated security

(b) from the insurers in respect of the insurance of the hypothecated security.

(c) in any other manner from the Borrower, shall be held by the Lead Bank or such other Participating Banks for and on behalf of the Participating Banks and shall be paid and appropriated in the manner and proportion as indicated in these presents.

18. That in case any one or more of the Participating Banks intend to withdraw from the Participating arrangement, the manner in which and the extent to which such withdrawal shall take place shall be discussed and settled between all the Participating Banks.

19. No Participating Bank(s) shall without the consent of the other(s) agree to any modification of the terms of the said Deed of Hypothecation nor without like consent grant time or other indulgence to the Borrower after the hypothecated security has become enforceable or is being enforced.

20. All acts deeds and things done or purported to be done in accordance with this Agreement by the Lead Bank for and on behalf of the Participating Banks shall be treated as acts deeds and things done by them and the Participating Banks shall ratify and confirm the same and shall indemnify and keep indemnified the Lead Bank in respect thereof.

21. Without prejudice to the generality of the rights, powers and responsibilities of the Lead Bank herein contained, it shall be the responsibility of the Lead Bank :-

(1) to ensure that all the requirements of law (including registration of charges) necessary for the conduct of the said accommodation by way of cash credit facility and the creation and continuance of the security therefor are complied with; and

(2) in case it is necessary to file a suit for any reason whatsoever in the conduct of the said accommodation by way or cash credit facility or to enforce the security therefor, to file a suit(s) against the Borrower on its behalf and on behalf of the Participating banks with the consent of and at the cost of all the Participating Banks.