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Share Purchase Agreement

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Title:

Share Purchase Agreement

Entities:

Hutchison Telecommunications International Ltd; ICICI Bank Ltd.

Date:

2006

Size:

63KB total

Price:

$40

ID:

#2173083

► Purchase & Sale ► Purchase ► Stock ► Share Purchase Agreements
► Financial ► Regional Banks

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SHARE PURCHASE AGREEMENT

AMONG

BPL COMMUNICATIONS LIMITED

HUTCHISON ESSAR LIMITED

AND

BPL MOBILE CELLULAR LIMITED

25 NOVEMBER, 2005

TABLE OF CONTENTS


			Page No.
1.	DEFINITIONS AND INTERPRETATION		3

	1.1	Definitions	3
	1.2	Interpretation	7

2.	AGREEMENT TO SELL AND PURCHASE SHARES		7

	2.2	Purchase and Sale of Sale Shares	7

3.	PURCHASE CONSIDERATION		8

4.	CONDITIONS PRECEDENT TO COMPLETION		8

	4.1	Conditions Precedent to Completion	8
	4.2	Responsibility for Satisfaction	9

5.	COMPLETION MECHANISM		9

	5.1	Completion Date; Completion Deliveries	9

6.	REPRESENTATIONS AND WARRANTIES		10

	6.1	Representations and Warranties concerning the Vendors	10
	6.2	Representations and Warranties concerning the Purchaser	11
	6.3	Representations and Warranties concerning the Company	11
	6.4	Reliance	11
	6.5	Separate Warranties	11

7.	PRE-COMPLETION COVENANTS		11

	7.1	Management of the Company until Completion Date	11
	7.2	Purchaser IPO	13

8.	ADDITIONAL COVENANTS		13

	8.1	Compliance with Law	13
	8.2	Further Acts	13
	8.3	Use of BPL Brand	13

9.	INDEMNITY		13

	9.1	Indemnification by the Vendors	13
	9.3	Indemnity Payments	14
	9.4	Notice of Claims	14
	9.5	Limitations on Liability	14
	9.5	Right to Indemnification not Affected by Knowledge	14
	9.6	Non-Exclusive Remedies	14

10.	TERMINATION		14

	10.1	Termination by the Parties	14
	10.2	Effect of Termination	15

11.	DISPUTE RESOLUTION		15

12.	CONTINUING AND BINDING EFFECT OF AGREEMENT		15

13.	TIME OF ESSENCE		15


14.	CONFIDENTIALITY		16

	14.1	Confidentiality	16
	14.2	Public Announcement	16

15.	COSTS		16

16.	AMENDMENT		16

17.	WAIVER		17

18.	NOTICES		17

19.	SEVERABILITY		18

20.	GOVERNING LAW		18

21.	COUNTERPARTS		18

22.	SPECIFIC PERFORMANCE		18

23.	INTEGRATION		18


SCHEDULE 1		ENCUMBERANCES
SCHEDULE 2		REPRESENTATIONS AND WARRANTIES CONCERNING THE VENDOR
SCHEDULE 3		REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER
SCHEDULE 3		REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made this 25th day of November, 2005

AMONG

1.	BPL Communications Limited, a public limited company incorporated under the provisions of the Indian Companies Act, 1956, as amended, (the Act) and having its registered office at Innovision Center, No.54, Richmond Road, Bangalore 560 025 (BPL Com or the Vendor);

2.	BPL Mobile Cellular Limited, a public limited company incorporated under the Act, and having its registered office at BPL Center, #1045/1046, Avanashi Road, Coimbatore 641 018. (BCL or the Company); and

3.	Hutchison Essar Limited, a public limited company incorporated under the Act and having its registered office at Hutch House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013, India (the Purchaser).

RECITALS

A.	The Company is engaged in the provision of cellular mobile telephone services in respect of two (2) category A telecommunications circles in India, i.e., Maharashtra and Tamil Nadu, and one (1) category B telecommunications circle, i.e., Kerala.

B.	The Purchaser is engaged in the business of provision of cellular mobile telephone services in India.

As of the date of this Agreement, the authorized equity share capital of the Company is Rs. 25,000,000,000 divided into 250,000,000 equity shares of Rs. 100 each (each, a Share). As of the date of this Agreement, the issued, subscribed and paid-up share capital of the Company is Rs. 12,619,795,600 divided into 126,197,956 Shares of Rs 100 each.

D.	As of the date of this Agreement, BPL Com together with its nominees is the legal and beneficial owner of 126,197,956 fully paid up Shares, representing the entire 100% of the issued and outstanding equity share capital of the Company (such Shares, the Sale Shares).

E.	At the request of the Purchaser, the Vendor has agreed to sell to the Purchaser and its nominees, and the Purchaser has agreed to purchase from the Vendor, the Sale Shares, on the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements and covenants contained in this Agreement and other good and valuable consideration (the receipt and adequacy of which are hereby mutually acknowledged), each Party hereby agrees as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1 Definitions. All terms with initial capital letters used in this Agreement, unless the context otherwise requires, shall have the meanings set forth below:

Accounts Date shall mean March 31, 2005;

Accounts shall mean the audited balance sheet of the Company, the audited profit and loss account of the Company and the auditors report thereon, for the fiscal year ending on March 31, 2005, jointly audited by A.F. Ferguson & Co and T.Velu Pillai & Co, Chartered Accountants, together with notes to accounts and all other schedules attached thereto;

Act shall have the meaning ascribed to such term in the preamble to this Agreement;

Affiliate shall mean any Person that is, directly or indirectly, controlling, controlled by, or under common control with, any such first referred Person and any officer, director or controlling Person of such Person;

Aggregate Liability Threshold has the meaning ascribed to such term in Section 9.4(ii);

Agreement shall mean this Agreement, and includes the Recitals and Schedules to this Agreement, and any amendments to this Agreement effected in accordance with the terms of this Agreement;

Applicable Limitation Date shall mean 18 months from the date of filing of the audited accounts for the year ending 31^st March 2006.

Articles of Association shall mean the articles of association of the Company as amended through the date of this Agreement;

Board shall mean the board of directors of the Company;

Business shall mean the business and operations of the Company involving the establishment, maintenance and operation of cellular mobile telephone services in respect of the category A telecommunications circles of Maharashtra and Tamil Nadu, and the category B telecommunications circle of Kerala, pursuant to the Licenses;

Business Day shall mean a day other than a Saturday or Sunday, on which the principal commercial banks located in Mumbai are open for business during normal banking hours;

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