Exhibit (c)(vii)
TATA ENGINEERING AND LOCOMOTIVE COMPANY LIMITED
BOMBAY HOUSE, 24, XXXX XXXX XXXXXX
XXXXXXX XXXXX, XXXXXX 000 001
August 13, 1996
Citibank, N.A.
ADR Department
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: 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 (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 (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 meanings 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 offered
and sold pursuant to the Subscription Agreement, dated August 6, 1996, among the
Company and the Managers named therein (the "Subscription Agreement") may be
deposited under the Deposit Agreements, in accordance with the terms thereof.
2. Rule 144A GDSs and International GDSs, as the case may be, to be
issued in respect of the Shares shall be Partial Dividend GDSs evidenced by
Partial Dividend GDRs, within the meaning of Section 2.10 of each of the Deposit
Agreements, and subject to the terms thereof.
3. The Company hereby represents and warrants to the Depositary that
the terms of the Subscription Agreement provide that the GDSs issued in respect
of Additional Deposit will be resold by the several Managers named in the
Subscription 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).
4. Notwithstanding Section 2.02 of each of the Deposit Agreements,
the Depositary will not require the certification provided for in such Section
in connection with the Additional Deposit, provided that the Company provides
the Depositary with an opinion of its Indian counsel to the effect that the
Shares constituting the Additional Deposit are duly authorized, and, at the time
GDSs are issued in respect thereof, 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.
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 ENGINEERING AND LOCOMOTIVE
COMPANY LIMITED
By: /s/ X. XXXXXXXXXXXX
---------------------------
Name: X. XXXXXXXXXXXX
Title: DEPUTY GENERAL
MANAGER (FINANCE)
Accepted and Agreed
as of August 13, 1996:
CITIBANK N.A.,
as Depositary
By: /s/ Xxxxx Xx
------------------------
Name: Xxxxx Xx
Title: Vice President
