Nikhil Moryani (531) INDIVIDUAL ASSIGNMENT # 3 Important terms of Convertible Bonds Issue by Tata Power Company Limited 2009

Bond Issue: The issue size was USD 250,000,000, bearing 1.75 per cent interest, being due for conversion in fully-paid ordinary shares with a par value of Rs. 10 each of the company or global depository receipts each with a par value of Rs. 10 in 2014. Interest: The bonds bear an interest at the rate of 1.75 per cent, per annum. Status: The bonds will constitute direct, unsubordinated, unconditional and unsecured charge on assets of the company. Conversion Rights: The bonds were eligible for conversion from the start of the year 2010 up to 10 days prior to redemption on 21st November 2014. Conversion Price: The conversion price for the bond is fixed at Rs. 1456.125 per share. The conversion price would be subject to adjustment for subdivision or consolidation and other share dilutive events. Mandatory Conversion: The company has the option to mandatorily convert the bonds in shares or GDRs starting from 20th November 2011 only after the Volume Weighted Average Price for 30 days prior to the date of mandatory conversion is greater than 125 per cent. Repurchase of Bonds in the event of Delisting: If the shares of the company cease to be listed on the exchanges, the bondholder has the option, to require the company to repurchase the bonds and pay the accrued and unpaid interest. Repurchase of Bonds in the vent f Change of Control: Upon the occurrence of a Change of Control, each bondholder has the right, to require the company repurchase the bonds and pay the accrued and unpaid interest. Form and Denomination of Bonds: The bonds will be issued in denomination of USD 100,000 each and will be represented by a global certificate. The global certificate will be deposited with and registered in the name of a nominee of a common depository for the clearing systems.