TATA MOTORS LIMITED
Bombay House 24 Home Xxxx Street
Bombay, 400 001
September 15, 2004
Citibank, N.A.
ADR Department
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Tata Motors 1% Convertible Notes due 2008
Tata Motors 1% Convertible Notes due 2011
Tata Motors Zero Coupon Convertible Notes due 2009
Ladies and Gentlemen:
Reference is hereby made to the following agreements:
(i) International Deposit Agreement, dated as of July 15, 1994 (the
"Original International Deposit Agreement"), by and among Tata
Engineering and Locomotive Company Limited (subsequently renamed
"Tata Motors Limited," and hereinafter the "Company"), Tata Sons
Limited, Citibank, N.A., as depositary (the "Depositary"), and the
Holders and Beneficial Owners of International Global Depositary
Receipts (the "International GDRs" and the International Global
Depositary Shares evidenced thereby, the "International GDSs")
issued thereunder;
(ii) Rule 144A Deposit Agreement, dated as of July 15, 1994 (the
"Original Rule 144A Deposit Agreement"), by and among the Company,
Tata Sons Limited, the Depositary, and the Holders and Beneficial
Owners of Rule 144A Global Depositary Receipts (the "Rule 144A GDRs"
and the Rule 144A Global Depositary Shares evidenced thereby, the
"Rule 144A GDSs") issued thereunder;
(iii) Amendment No. 1 to International Deposit Agreement, dated as of July
19, 1996 (the "First International Amendment"), by and among the
Company, Tata Sons Limited, the Depositary and all Holders and
Beneficial Owners from time to time of International GDRs;
(iv) Amendment No. 1 to Rule 144A Deposit Agreement, dated as of July 19,
1996 (the "First Rule 144A Amendment"), by and among the Company,
Tata Sons Limited and all Holders and Beneficial Owners from time to
time of Rule 144A GDRs;
(v) Supplemental Letter Agreement, dated as of August 13, 1996 (the
"First Supplemental Letter"), by and between the Company and the
Depositary, relating to the Original International Deposit
Agreement, the Original Rule 144A Deposit Agreement, the First
International Amendment and the First Rule 144A Amendment;
(vi) Supplemental Letter Agreement, dated as of August 19, 2002 (the
"Second Supplemental Letter"), by and between the Company and the
Depositary, relating to the Original International Deposit
Agreement, the Original Rule 144A Deposit Agreement, the First
International Amendment, the First Rule 144A Amendment and the First
Supplemental Letter Agreement;
(vii) Amendment No. 2 to International Deposit Agreement, dated as of
September 30, 2002, by and among the Company, the Depositary and all
Holders and Beneficial Owners of International GDRs (the "Second
International Amendment", and together with Original International
Deposit Agreement, the First International Amendment, the First
Supplemental Letter, the Second Supplemental Letter, the Third
Supplemental Letter (as defined below), the Fourth Supplemental
Letter (as defined below), the "International Deposit Agreement" and
the Global Depositary Receipts Facility created thereby, the
"International Depositary Receipts Facility");
(viii) Amendment No. 2 to Rule 144A Deposit Agreement, dated as of
September 30, 2002, by and among the Company, the Depositary, and
all Holders and Beneficial Owners of Rule 144A GDRs (the "Second
Rule 144A Amendment", and together with the Original Rule 144A
Deposit Agreement, the First Rule 144A Amendment, the First
Supplemental Letter, the Second Supplemental Letter and the Third
Supplemental Letter, the "Rule 144A Deposit Agreement", the Global
Depositary Receipts Facility created thereby, the "Rule 144A
Depositary Receipts Facility"), and the Rule 144A Deposit Agreement
together with the International Deposit Agreement, the "GDS Deposit
Agreements");
(ix) Supplemental Letter Agreement, dated as of July 31, 2003 (the "Third
Supplemental Letter"), by and between the Company and the
Depositary, relating to the offering by the Company of US$90,000,000
Convertible Notes due 2008 and issued in 2003 in the United States
in reliance of Rule 144A and outside the United States in reliance
on Regulation S (the "2003 Rule 144A Notes" and the "2003
International Notes" respectively, and collectively, the "2003
Notes") and the GDS Deposit Agreements;
(x) Supplemental Letter Agreement, dated as of April 27, 2004 (the
"Fourth Supplemental Letter"), by and between the Company and the
Depositary, relating to the offering by the Company of
US$100,000,000 zero coupon Convertible Notes, due 2009, and
US$300,000,000 1% Convertible Notes due 2011, in each case issued on
April 27, 2004 outside the United States in reliance on Regulation S
(collectively, the "2004 Notes") and the International Deposit
Agreement;
(xi) Amended and Restated Deposit Agreement (the "ADS Deposit Agreement")
by and among the Company, the Depositary and all Holders and
Beneficial Owners of American Depositary Shares ("ADSs") issued
thereunder and to be filed with the U.S. Securities and Exchange
Commission under cover of the Registration Statement (as hereinafter
defined); and
2
(xii) Registration Statement on Form F-6 to be filed with the U.S.
Securities and Exchange Commission for the registration of ADSs (the
"Registration Statement").
This Letter Agreement will confirm our understanding and agreement
with respect to the conversion of the 2003 Notes and the 2004 Notes as follows:
A. Conversion of 2003 International Notes into International GDSs
prior to the effectiveness of the Registration Statement (the "Effectiveness
Date"):
1. In order to prevent any Shares (as defined in the ADS Deposit
Agreement and hereinafter used as so defined) issued upon conversion of the
Company's 2003 International Notes in the form of International GDSs from being
withdrawn from the International Depositary Receipts Facility before such Shares
have been listed in India, the Company and the Depositary hereby agree that,
from and after the date hereof until effectiveness of the Registration
Statement, (i) all persons who desire to deposit Shares in the International
Global Depositary Receipts Facility existing pursuant to the International
Deposit Agreement in connection with a conversion of 2003 International Notes
will be required to provide the Depositary with a duly completed and signed
deposit certification substantially in the form set forth as Exhibit A-1 hereto,
and (ii) all persons who desire to cancel International GDSs and withdraw the
underlying Shares in accordance with Section 2.05 of the International Deposit
Agreement will be required at the time of any surrender of such International
GDSs for cancellation and withdrawal of underlying Shares to provide the
Depositary with a duly completed and signed withdrawal certification
substantially in the form set forth as Exhibit B-1 hereto. Notwithstanding the
foregoing, persons depositing Shares at the International Depositary Receipts
Facility, other than in connection with the conversion of 3003 Notes or the
conversion of 2004 Notes, will be required to provide the deposit certification
contemplated in the International Deposit Agreement.
2. The Company agrees to (i) provide to the conversion agent for the
2003 Notes a copy of the deposit certification attached hereto as Exhibit A-1 to
be enclosed with the conversion notice applicable to the 2003 International
Notes, and (ii) instruct the conversion agent to require completion thereof by
the converting noteholders in connection with any conversion of 2003
International Notes into International GDSs and to forward a completed copy
thereof to the Depositary.
3. The Company and the Depositary agree that, upon receipt of
International GDSs for cancellation, the Depositary shall instruct the Custodian
to release for withdrawal the corresponding Shares in order of priority, first
from the Shares on deposit that have been dematerialized and listed for trading
on the BSE and the NSE (as defined in the ADS Deposit Agreement and hereinafter
used as so defined) and, thereafter from the Shares on deposit that have not
been dematerialized and have not been listed for trading on the BSE and NSE.
3
B. Conversion of 2003 Rule 144A Notes into Rule 144A GDSs:
1. In order to prevent any Shares issued upon conversion of the
Company's 2003 Rule 144A Notes in the form Rule 144A GDSs from being withdrawn
from the Rule 144A Depositary Receipts Facility before such Shares have been
listed in India, the Company and the Depositary hereby agree that, from and
after the date hereof, (i) all persons who desire to deposit Shares in the Rule
144A Global Depositary Receipts Facility existing pursuant to the 144A Deposit
Agreement in connection with a conversion of 2003 Rule 144A Notes will be
required to provide the Depositary with a duly completed and signed a deposit
certification substantially in the form set forth as Exhibit A-2 hereto, and
(ii) all persons who desire to cancel Rule 144A GDSs and withdraw the underlying
Shares in accordance with Section 2.05 of the Rule 144A Deposit Agreement will
be required at the time of any surrender of such Rule 144A GDSs for cancellation
and withdrawal of underlying Shares to provide the Depositary with a duly
completed and signed withdrawal certification substantially in the form set
forth as Exhibit B-2 hereto. Notwithstanding the foregoing, persons depositing
Shares into the Rule 144A Depositary Receipts Facility other than in connection
with the conversion of 2003 Notes will be required to provide the deposit
certification contemplated in the Rule 144A Deposit Agreement.
2. The Company agrees to (i) provide to the conversion agent for the
2003 Notes a copy of the deposit certification attached hereto as Exhibit A-2 to
be enclosed with the conversion notice applicable to the 2003 Rule 144A Notes,
and (ii) instruct the conversion agent to require completion thereof by the
converting noteholder in connection with any conversion of 2003 Rule 144A Notes
into Rule 144A GDSs and to forward a completed copy thereof to the Depositary.
3. The Company and the Depositary agree that, upon receipt of Rule
144A GDSs for cancellation, the Depositary shall instruct the Custodian to
release for withdrawal the corresponding Shares in order of priority, first from
the Shares on deposit that have been dematerialized and listed for trading on
the BSE and the NSE and, thereafter from the Shares on deposit that have not
been dematerialized and have not been listed for trading on the BSE and NSE.
C. Conversion of 2003 International Notes into ADSs From and After
the Effectiveness Date:
1. The Company and the Depositary hereby confirm and agree that from
and after the Effectiveness Date:
(a) Upon receipt of confirmation of a deposit of Shares with
the Depositary under the ADS Deposit Agreement in connection with a conversion
of 2003 International Notes, the Depositary shall, prior to issuance and
delivery of ADSs, require the person to whom the ADSs are to be issued to
complete, sign and deliver to the Depositary an ADS Deposit Certification
substantially in the form of Exhibit C-1 hereto.
(b) Upon receipt of ADSs for cancellation and withdrawal of
Shares at any time on or prior to August 14, 2008(1), the Depositary shall
require the person presenting the ADSs for cancellation and withdrawal of Shares
to complete, sign and deliver to the Depositary an ADS Withdrawal Certification
substantially in the form of Exhibit C-2.
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(1) Expiration of conversion period for 2003 Notes + 45 days.
4
2. The Company agrees to (i) provide to the conversion agent for the
2003 Notes a copy of the deposit certification attached hereto as Exhibit C-1 to
be enclosed with the conversion notice applicable to the 2003 International
Notes on or after the Effectiveness Date, and (ii) instruct the conversion agent
to require completion thereof by the converting noteholder in the case of
conversion of 2003 International Notes on or after the Effectiveness Date.
3. The Company and the Depositary agree that, upon receipt of ADSs
for cancellation, the Depositary shall instruct the Custodian to release for
withdrawal the corresponding Shares in order of priority, first from the Shares
on deposit that have been dematerialized and listed for trading on the BSE and
the NSE and, thereafter from the Shares on deposit that have not been
dematerialized and have not been listed for trading on the BSE and NSE.
D. Conversion of 2004 Notes after the Effectiveness Date:
1. Until the Effectiveness Date the 2004 Notes shall continue to be
eligible for conversion into International GDSs upon the terms described in the
Fourth Supplemental Letter (without the need to issue Temporary International
GDSs).
2. The Company and the Depositary hereby confirm and agree that,
from and after the Effectiveness Date, Shares issued upon conversion of the 2004
Notes may be deposited with the Depositary under the ADS Deposit Agreement in
exchange for ADSs without the need to obtain (i) the certification contemplated
in Section C-2 above or (ii) the certification attached as Exhibit A to the
Fourth Supplemental Letter.
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 in the space provided below.
TATA MOTORS LIMITED
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Director
5
Accepted and Agreed as of September 15, 2004
CITIBANK, N.A., as Depositary
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
6
EXHIBIT A-1
[ISSUANCE OF CUSIP # X00000000]
Certificate and Agreement of Acquirors of International GDSs
Upon Deposit of Shares in Connection with the Conversion of
Tata Motors Limited 1% Convertible Notes Due 2008(1)
We refer to the International Deposit Agreement dated as of July 15,
1994 (the "Original Deposit Agreement"), among Tata Engineering and Locomotive
Company Limited (subsequently renamed "Tata Motors Limited" and hereinafter
referred to as the "Issuer"), Citibank, N.A., as Depositary thereunder, Tata
Sons Limited, and all Holders and Beneficial Owners from time to time of
International Global Depositary Receipts ("International GDRs") issued
thereunder, as amended and supplemented by that certain Amendment No. 1 to
International Deposit Agreement, dated as of July 19, 1996, that certain
Amendment No. 2 to International Deposit Agreement, dated as of September 30,
2002, that certain Letter Agreement, dated as of August 13, 1996, that certain
Letter Agreement, dated August 19, 2002, that certain Letter Agreement, dated
July 31, 2003, that certain Letter Agreement, dated April 27, 2004, and that
certain Letter Agreement, dated September 15, 2004 (as so amended and
supplemented and as further amended and supplemented from time to time prior to
the date hereof, the "Deposit Agreement"). Capitalized terms used but not
defined herein shall have the meanings given them in the Deposit Agreement.
1. This certification and agreement is furnished pursuant to the
Deposit Agreement in connection with the deposit of Shares and issuance of
International Global Depositary Shares, CUSIP # X00000000 (the "Conversion
GDSs"), in connection with the conversion of the Issuer's 1% Convertible Notes
issued in 2003 and due 2008 (the "Notes").
2. We acknowledge (or if we are a broker-dealer, our customer has
confirmed to us that it acknowledges) that the International Global Depositary
Receipts, the Conversion GDSs evidenced thereby and the Shares represented
thereby have not been and will not be registered under the Securities Act of
1933 (the "Securities Act").
3. We certify that either:
A. We are, or at the time the Shares are deposited and at the
time Conversion GDSs are created in respect thereof will be,
the beneficial owner of such Shares and of such Conversion
GDSs, and (i) we are not a U.S. person (as defined in
Regulation S), we are located outside the United States
(within the meaning of Regulation S under the Securities Act)
and we acquired, or have agreed to acquire and will have
acquired, the Shares to be deposited herewith outside the
United States (within the meaning of Regulation S), (ii) we
are not an affiliate of the Issuer or a person acting on
behalf of such an affiliate, and (iii) we are not in the
business of buying and selling securities or, if we are in
such business, we did not acquire the securities to be
deposited from the Issuer or any affiliate thereof in the
initial distribution thereof.
----------
(1) To be used prior to effectiveness of a registration statement on Form F-6
under the Securities Act of 1933 in connection with the issuance of
International GDSs upon conversion of the Tata Motors Limited 1%
Convertible Notes due 2008.
A-1-1
OR
B. We are a broker-dealer acting on behalf of our customer; our
customer has confirmed to us that it is, or at the time the
Shares are deposited and at the time Conversion GDSs are
created in respect thereof will be, the beneficial owner of
such Shares and Conversion GDSs, and (i) it is not a U.S.
person (as defined in Regulation S), it is located outside the
United States (within the meaning of Regulation S under the
Securities Act) and it acquired, or has agreed to acquire and
will have acquired, the Shares to be deposited herewith
outside the United States (within the meaning of Regulation
S), (ii) it is not an affiliate of the Issuer or a person
acting on behalf of such an affiliate, and (iii) it is not in
the business of buying and selling securities or, if it is in
such business, it did not acquire the securities to be
deposited from the Issuer or any affiliate thereof in the
initial distribution thereof.
4. We agree (or if we are a broker-dealer, our customer has
confirmed to us that it agrees) that we will not surrender Conversion GDSs for
cancellation and withdrawal of the underlying Shares for a period of forty-five
(45) days from the Conversion Date (as defined in the Indenture for the Notes),
and we will notify any subsequent purchaser and request that it notify any
subsequent purchaser within such forty-five (45) day period of this restriction
that is applicable to the Conversion GDSs being issued in reliance upon this
certification.
Very truly yours,
----------------------------------------
[NAME OF CERTIFYING ENTITY]
By:
------------------------------------
Title:
Date:
---------------------
X-0-0
XXXXXXX X-0
[ISSUANCE OF CUSIP # 000000000]
Certificate and Agreement of Acquirors of Rule 144A GDSs
Upon Deposit of Shares in Connection with the Conversion of
Tata Motors Limited 1% Convertible Notes, Due 2008(1)
We refer to the Rule 144A Deposit Agreement, dated as of July 15,
1994 (the "Original Deposit Agreement"), among Tata Engineering and Locomotive
Company Limited (subsequently renamed "Tata Motors Limited" and hereinafter
referred to as the "Issuer"), Citibank, N.A., as Depositary thereunder, Tata
Sons Limited, and all Holders and Beneficial Owners from time to time of Rule
144A Global Depositary Receipts ("Rule 144A GDRs") issued thereunder, as amended
and supplemented by that certain Amendment No. 1 to Rule 144A Deposit Agreement,
dated as of July 19, 1996, that certain Amendment No. 2 to Rule 144A Deposit
Agreement, dated as of September 30, 2002, that certain Letter Agreement, dated
as of August 13, 1996, that certain Letter Agreement, dated August 19, 2002,
that certain Letter Agreement, dated July 31, 2003 and that certain Letter
Agreement, dated September 15, 2004 (as so amended and supplemented and as
further amended and supplemented from time to time prior to the date hereof, the
"Deposit Agreement"). Capitalized terms used but not defined herein shall have
the meanings given them in the Deposit Agreement.
1. This certification and agreement is furnished pursuant to the
Deposit Agreement in connection with the deposit of Shares and creation of Rule
144A Global Depositary Shares, CUSIP # 000000000 ("Conversion GDSs"), in
connection with the conversion of the Issuer's 1% Convertible Notes issued in
2003 and due 2008 (the "Notes").
2. We acknowledge (or if we are acting for the account of another
person, such person has confirmed to us that it acknowledges) that the Rule 144A
Global Depositary Receipts, the Conversion GDSs evidenced thereby and the Shares
represented thereby have not been and will not be registered under the
Securities Act of 1933 (the "Securities Act").
3. We certify that either:
A. We are a qualified institutional buyer (as defined in Rule
144A under the Securities Act), and at the time of issuance of
the Conversion GDSs referred to above, we (or one or more
qualified institutional buyers for whose account we are
acting) will be the beneficial owner of the Conversion GDSs.
OR
B. We are a broker-dealer acting for the account of our customer;
our customer has confirmed to us that it is a qualified
institutional buyer and either (i) at the time of issuance of
the Conversion GDSs referred to above, it will be the
beneficial owner of the Conversion GDSs, or (ii) it is acting
for the account of a qualified institutional buyer that, at
the time of issuance of the Conversion GDSs referred to above,
will be the beneficial owner of the Conversion GDSs.
----------
(1) To be used in connection with any conversion of Tata Motors Limited 1%
Convertible Notes, due 2008, into Rule 144A GDSs.
A-2-1
4. We agree (or if we are acting for the account of another person,
such person has confirmed to us that it agrees) that we (or it) will not offer,
sell pledge or otherwise transfer Conversion GDSs or the Shares represented
thereby except (a) to a person whom we reasonably believe (or it and anyone
acting on its behalf reasonably believes) is a qualified institutional buyer
within the meaning of Rule 144A under the Securities Act in a transaction
meeting the requirements of Rule 144A, (b) in an offshore transaction complying
with Rule 903 or 904 of Regulation S under the Securities Act or (c) pursuant to
an exemption from registration provided by Rule 144 under the Securities Act (if
available), in each case in accordance with any applicable securities laws of
any state of the United States.
5. We agree that we (or if we are a broker-dealer, our customer has
confirmed to us that it agrees, that it) will not surrender such Conversion GDSs
for cancellation and withdrawal of the underlying Shares for a period of
forty-five (45) days from the Conversion Date (as defined in the Indenture for
the Notes), and we (or it) will notify any subsequent purchaser and request that
such purchaser notify any subsequent purchaser within such forty-five (45) day
period of this restriction that is applicable to the Conversion GDSs being
issued in reliance upon this certification.
Very truly yours,
--------------------------------
[NAME OF CERTIFYING ENTITY]
By:
----------------------------
Title:
Date:
---------------------
X-0-0
XXXXXXX X-0
[SURRENDER OF CUSIP # X00000000]
Certificate and Agreement of Persons Surrendering
International GDSs for the Purpose of Withdrawal
Pursuant to the International Deposit Agreement
We refer to the International Deposit Agreement dated as of July 15,
1994 (the "Original Deposit Agreement"), among Tata Engineering and Locomotive
Company Limited (subsequently renamed "Tata Motors Limited" and hereinafter
referred to as the "Issuer"), Citibank, N.A., as Depositary thereunder, Tata
Sons Limited, and all Holders and Beneficial Owners from time to time of
International Global Depositary Receipts ("International GDRs") issued
thereunder, as amended and supplemented by that certain Amendment No. 1 to
International Deposit Agreement, dated as of July 19, 1996, that certain
Amendment No. 2 to International Deposit Agreement, dated as of September 30,
2002, that certain Letter Agreement, dated as of August 13, 1996, that certain
Letter Agreement, dated August 19, 2002, that certain Letter Agreement dated
July 31, 2003, that certain Letter Agreement, dated April 27, 2004, and that
certain Letter Agreement, dated September 15, 2004 (as so amended and
supplemented and as further amended and supplemented from time to time prior to
the date hereof, the "Deposit Agreement"). Capitalized terms used but not
defined herein shall have the meanings given them in the Deposit Agreement.
1. We are surrendering International Global Depositary Shares, CUSIP
# X00000000 ("GDSs"), evidenced by International Global Depositary Receipts
("GDRs") in accordance with the terms of the Deposit Agreement for the purpose
of withdrawal of the Deposited Securities represented thereby.
2. We acknowledge (or if we are a broker-dealer, our customer has
confirmed to us that it acknowledges) that the GDRs, the GDSs evidenced thereby
and the securities represented thereby (the "Shares") have not been and will not
be registered under the Securities Act of 1933 (the "Securities Act").
B-1-1
3. We certify (or if we are a broker-dealer our customer has
confirmed to us that it certifies) that the GDSs surrendered hereby for
cancellation and withdrawal of the underlying Shares were not issued upon
conversion of one or more of the 1% Convertible Notes of the Issuer due 2008 at
any time within forty five (45) days prior to the date hereof.
Very truly yours,
--------------------------------
[NAME OF CERTIFYING ENTITY]
By:
----------------------------
Title:
Date:
---------------------
X-0-0
XXXXXXX X-0
[SURRENDER OF CUSIP # 000000000]
Certificate and Agreement of Persons Surrendering Rule 144A GDSs for the
Purpose of Withdrawal Pursuant to the Rule 144A Deposit Agreement
We refer to the Rule 144A Deposit Agreement dated as of July 15,
1994 (the "Original Deposit Agreement"), among Tata Engineering and Locomotive
Company Limited (subsequently renamed "Tata Motors Limited" and hereinafter
referred to as the "Issuer"), Citibank, N.A., as Depositary thereunder, Tata
Sons Limited, and all Holders and Beneficial Owners from time to time of Rule
144A Global Depositary Receipts issued thereunder, as amended and supplemented
by that certain Amendment No. 1 to Rule 144A Deposit Agreement, dated as of July
19, 1996, that certain Amendment No. 2 to Rule 144A Deposit Agreement, dated as
of September 30, 2002, that certain Letter Agreement, dated as of August 13,
1996, that certain Letter Agreement, dated August 19, 2002, that certain Letter
Agreement, dated July 31, 2003, and 0that certain Letter Agreement, dated
September 15, 2004 (as so amended and supplemented and as further amended and
supplemented from time to time prior to the date hereof, the "Deposit
Agreement"). Capitalized terms used but not defined herein shall have the
meanings given them in the Deposit Agreement.
1. We are surrendering Rule 144A Global Depositary Shares, CUSIP #
000000000 ("GDSs"), evidenced by Rule 144A Global Depositary Receipts ("GDRs")
in accordance with the terms of the Deposit Agreement for the purpose of
withdrawal of the Deposited Securities represented thereby.
2. We acknowledge (or if we are acting for the account of another
person, such person has confirmed that it acknowledges) that the GDRs, the GDSs
evidenced thereby and the securities represented thereby (the "Shares") have not
been and will not be registered under the Securities Act of 1933 (the
"Securities Act").
3.
(a) We are a qualified institutional buyer (as defined in Rule
144A under the Securities Act) acting for our own account or for the account of
one or more qualified institutional buyers, and either:
(i) we have (or it has) sold or otherwise transferred, or agreed to sell
or otherwise transfer and at or prior to the time of withdrawal will
have sold or otherwise transferred, the GDSs or the Shares in
accordance with Regulation S under the Securities Act and we are (or
it is), or prior to such sale we were (or it was), the beneficial
owner of the GDSs, or
(ii) we have (or it has) sold or otherwise transferred, or agreed to sell
or otherwise transfer and at or prior to the time of withdrawal will
have sold or otherwise transferred, the GDSs or the Shares to
another qualified institutional buyer in accordance with Rule 144A
under the Securities Act and we are (or it is), or prior to such
sale we were (or it was), the beneficial owner of the GDSs, or
B-2-1
(iii) we (or it) will be the beneficial owner of the Shares upon
withdrawal, and, accordingly, we agree (or if we are acting for the
account of one or more qualified institutional buyers, each such
qualified institutional buyer has confirmed to us that it agrees)
that (x) we (or it) will not offer, sell, pledge or otherwise
transfer the Shares except (A) to a person whom we reasonably
believe (or it and anyone acting on its behalf reasonably believes)
is a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act in a transaction meeting the requirements
of Rule 144A, (B) in accordance with Rule 903 or 904 of Regulation S
under the Securities Act or (C) pursuant to an exemption from
registration under the Securities Act provided by Rule 144
thereunder (if available), in each case in accordance with any
applicable securities laws of any state of the United States, and
(y) we (or it) will not deposit or cause to be deposited such Shares
into any depositary receipt facility established or maintained by a
depositary bank (including any such facility maintained by the
Depositary), other than a Rule 144A restricted depositary facility,
so long as such Shares are "restricted securities" with the meaning
of Rule 144(a)(3) under the Securities Act.
OR
(b) we are located outside the United States (within the
meaning of Regulation S under the Securities Act); we acquired, or have agreed
to acquire, and at or prior to the time of withdrawal will have acquired the
GDSs or the Shares outside the United States (within the meaning of Regulation
S); and we are, or upon acquisition thereof will be, the beneficial owner of the
GDSs or the Shares.
4. If we are a broker-dealer, we further certify that we are acting
for the account of our customer and that our customer has confirmed the accuracy
of the representations contained in paragraph 3 hereof that are applicable to it
(including the representations with respect to the beneficial ownership) and if
paragraph 3(a) (iii) is applicable to our customer, has confirmed that it will
comply with the agreements set forth in paragraph 3(a) (iii).
5. We certify (or if we are a broker-dealer our customer has
confirmed to us that it certifies) that the GDSs surrendered hereby for
cancellation and withdrawal of the underlying Shares were not issued upon
conversion of one or more of the 1% Convertible Notes of the Issuer due 2008 at
any time within forty five (45) days prior to the date hereof.
Very truly yours,
--------------------------------
[NAME OF CERTIFYING ENTITY]
By:
----------------------------
Title:
Date:
---------------------
B-2-2
EXHIBIT C-1
[ISSUANCE OF CUSIP # 000000000]
ADS Deposit Certification(1)
We refer to the Amended and Restated Deposit Agreement, dated as of
_______, 2004 (the "ADS Deposit Agreement"), by and among Tata Motors Limited
(the "Company"), Citibank, N.A., as Depositary (the "Depositary"), and the
Holders and Beneficial Owners of American Depositary Shares ("ADSs") issued
thereunder. Capitalized terms used but not defined herein shall have the
meanings given them in the ADS Deposit Agreement.
1. This certification and agreement is furnished in connection with
the deposit of Shares and the issuance of ADSs, CUSIP # 000000000 ("Conversion
ADSs"), in connection with the conversion of the Company's 1% Convertible Notes
issued in 2003 and due 2008 (the "Notes").
2. We acknowledge that the Conversion ADSs will be issued in respect
of Shares that have not been listed on the BSE and the NSE and that (x) for a
period starting from deposit of the Shares with the Custodian (as defined in the
ADS Deposit Agreement) until such Shares are listed on the BSE and the NSE (the
"Lock-Up Period"), the Shares on deposit with the Custodian in respect of the
Conversion ADSs are not eligible for trading on the BSE or the NSE, and bear a
security identifier that is separate and distinct from the security identifier
assigned to Shares on deposit in respect of ADSs that are not Conversion ADSs
(the "Non-Conversion ADSs"), and (y) during the Lock-Up Period, the Conversion
ADSs are not eligible for cancellation and the Shares represented thereby are
not eligible for withdrawal during such Lock-Up Period, and we will notify any
subsequent purchaser and request that it notify any subsequent purchaser within
such Lock-Up Period (which is expected to be forty-five (45) days) of this
restriction that is applicable to the Conversion ADSs issued in reliance upon
this certification and agreement.
Very truly yours,
--------------------------------
[NAME OF CERTIFYING ENTITY]
By:
----------------------------
Title:
Date:
---------------------
----------
(1) To be used only in respect of a conversion of 2003 International Notes
after the effectiveness of a registration statement on Form F-6 under the
Securities Act of 1933 in respect of ADSs.
C-1-1
EXHIBIT C-2
[SURRENDER OF CUSIP # 000000000]
ADS Withdrawal Certification(1)
We refer to the Amended and Restated Deposit Agreement, dated as of
_______, 2004 (the "ADS Deposit Agreement"), by and among Tata Motors Limited
(the "Company"), Citibank, N.A., as Depositary (the "Depositary"), and the
Holders and Beneficial Owners of American Depositary Shares ("ADSs") issued
thereunder. Capitalized terms used but not defined herein shall have the
meanings given them in the ADS Deposit Agreement.
1. This certification and agreement is furnished in connection with
the surrendering of ADSs, CUSIP # 000000000, for the purpose of withdrawal of
Deposited Securities represented thereby.
2. We certify (or, if we are a broker-dealer, our customer has
confirmed to us that it certifies) that the ADSs surrendered for withdrawal of
Deposited Securities represented thereby were not acquired upon conversion of
one or more 1% Convertible Notes of the Company issued in 2003 and due 2008
within forty-five (45) days prior to the date hereof.
Very truly yours,
--------------------------------
[NAME OF CERTIFYING ENTITY]
By:
----------------------------
Title:
Date:
---------------------
----------
(1) To be used until August 14, 2008 (end of conversion period for the 2003
Notes plus 45 days).
C-2-1
