DEBENTURE SUBSCRIPTION AGREEMENT
This AGREEMENT is made at Chennai this 31st day of March Two Thousand.
Satyam Infoway Ltd. a public limited company incorporated under the Companies Act, 1956 and having its
registered office at MayFair Centre, 1-8- 303/36, S.P. Road, Secunderabad 500 003 (hereinafter referred to as
"the Company", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to
mean and include its successors) of the One Part;
IDBI Bank, a banking company incorporated in India with limited liability, having its registered office at
Chaturvedi Mansion, 2nd Floor, 26/4, Old Palasia, Agra-Bombay Road, Indore 452 001 and among other
places a branch at "P.M.Towers", 37 Greams Road, Chennai - 600 006 (hereinafter referred to as "the
Investor", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean
and include its successors and assigns) of the Other Part.
(i) the Company is in need of finance for the purposes set out in this Agreement and has approached the Investor
requesting the Investor to finance its requirements.
(ii) the Investor is willing to finance the company by subscribing to the Non Convertible Debentures (as
hereinafter defined) inter alia on the condition that the Company shall enter into this Debenture Subscription
(iii) The parties hereto desire to record the terms and conditions of their agreement as under:
IT IS HEREBY AGREED BY & BETWEEN THE PARTIES HERETO AS UNDER:
In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:
1.1 "Material Adverse Effect" shall mean a material adverse effect on (i) the assets, business, properties,
liabilities, financial condition, results, operations or prospects of the Company, and (ii) the ability of the Company
to perform its obligations under this Agreement.
1.2 "Non Convertible Debentures" means the 2,50,000 debe