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1.

Borrower AC Expressways Private Limited (ACEPL)


2. Authority National Highway Authority of India (NHAI)
3. Project Development of Package III of Delhi – Meerut Expressway from
Dasna to Hapur in the State of Uttar Pradesh Package. Six Laning
fromexisting Km 27.740 to existing 49.346(Dasna to Hapur) under
Hybrid Annuity Model with total length of 22.27 Kms for a
Concession Period of 17.5 Yearswhich includes construction period
of 910 days i.e. 2.5 Years and Operation Period of 15 Years.
4. Total Project Cost Total Project Cost Amount In Rs
Crs.
EPC Cost 950.00
Non EPC Cost 29.62
IDC 77.98
Bid Project Cost 1,057.60

5. Means of Finance Means of Finance Rs. Cr. %


Promoter Contribution 84.56 8.00%
Grant 423.04 40.00%
Debt 550.00 52.00%
Bid Project Cost 1057.60 100.00%

6. Facility/Debt Term Loan of ` 150 Crores (Sub Limit as LC of ` 75 Crores) &


Performance Bank Guarantee of ` 28.09Crores;
Total exposure ` 88.00 Crores in
 Total Term Debt facility of ` 550.00 Crore.
 Total Letter of Credit of `275.00 Crore (Sub Limit of Term Loan)
 Bank Guarantee for Mobilization Advance of ` 106.00 Crore with
Maximum tenor of 18 Months

Facility will have an option of converting in either in part or full to


External Commercial Borrowing (ECB) as “Take Out Finance/
Refinance” or FCNR (B) loan any time during tenure of the Project
as per provisions of applicable guidelines issued by Reserve Bank
of India, from time to time.
7. Letter of Credit
Type of facility Letter of Credit (As sub limit of Term
Loan)
Sub Limit Amount Equal to 50% of the term loan amount
i.e. ` 275.00 Crore. Our share ` 75
Crores.
Beneficiary EPC Contractor of the project i.e. M/s
Chetak Enterprises Limited, which is also
the sponsor for the project.
Margin Nil, as it is a sublimit of Term Loan and
margin on Term Loan is already provided.
Usance Period Up to 180 Days
Commission 0.50% p.a. (all inclusive charges)
Special Condition The disbursement of LC facility will be
governed by the same terms and
conditions as applicable for the term loan.
Work completed will be first certified by
LIE before release of LC against payment
due for that work.
8. Purpose Part funding of the capital expenditure to implement the Project &
submission of Performance Guarantee for release of Mobilization
Advance by NHAI
9. Debt : Equity
Debt : Equity Value
Upfront Equity @ 40% ` 33.82 Crore
Permissible Maximum D/E during Equity
Drawdown
Overall D/E (Inclusive of Grant) 1.08
10. Applicable Interest
Rate & BG Rate / Charges Facility Proposed
Commission Rate of Interest Term Loan Base Rate + Applicable
Spread currently equals to
10.75 % p.a. (rate reset
shall be linked to lead bank
Base Rate).
Upfront Fee Term Loan / Term Loan – 0.20% of the
BG loan amount
Bank Guarantee – Nil, as
sublimit of Term loan
Letter of Credit – Nil, as
sublimit of Term loan
Prepayment Term Loan 0.25% of the prepaid
Charges amount
Commission Bank LC - 0.50% p.a.
Guarantee / BG – 0.500% p.a
Letter of (all inclusive fee) +
Credit applicable taxes
11. Review Charges Borrower shall pay annual review charges (As applicable )
12. Promoter’s Equity Equity shall mean the sum expressed in Indian Rupees
representing the paid up equity share capital of the Concessionaire
for meeting the equity component of the Project Cost, and shall
include convertible instruments or other similar forms of capital,
which shall compulsorily converted into equity share capital of the
Borrower, and any interest-free funds advanced by any shareholder
of the Borrower for meeting such equity component, but does not
include Equity Support.

However, Promoters shall bring in at least 40% of their contribution


in the form of equity share capital. Remaining contribution shall be
in the form as specified above.
13. Equity Support Equity Support shall be the sum provided by the Authority to the
Concessionaire by way of an outright grant equal to the sum set
forth in the bid, namely, ` 423.04 Crore, in accordance with the
provision of Concession Agreement.
14. Total Equity Means Promoter’s Equity and Equity Support
15. Appointed Date Appointed Date means the date on which Financial Close is
achieved or an earlier date that the Concessionaire and Authority
may by mutual consent determine, and shall be deemed to be the
date of commencement of the Concession Period. For the
avoidance of doubt, every Condition Precedent, as defined in
Concession Agreement, shall have been satisfied or waived prior
to the Appointed Date and in the event all Conditions Precedent are
not satisfied or waived, as the case may be, the Appointed Date
shall be deemed to occur only when each and every Condition
Precedent is either satisfied or waived, as the case may be.
16. Change in Appointed Date is assumed as a date falling on 150th day from
Appointed Date signing of the Concession Agreement, and accordingly in current
situation Appointed Date is taken as 19-July-2016. However the
actual Appointed Date in a practical scenario shall not be the same
and might vary from this date. In case of a variation in Appointed
Date from the Date assumed in Base Case Business Plan the same
variation shall be considered in complete schedule of the project. It
means the COD Date, Repayment start date; Repayment End
Date, etc shall also have same variation OR shift in same manner.
17. Project Completion Actual date of commencement of commercial operation, when the
Date/COD completion certificate or the provisional certificate as the case may
be is issued under the provision of Concession Agreement.
18. Date of The actual date of commencement of commercial operation.
commencement of
commercial
operation (DCCO)
19. Base Rate Benchmark rate of interest, as applicable from time to time of any
Lender, commonly applicable to all Lenders for entire Facility.
20. Availability Period Unless otherwise agreed by the Lenders in writing for extension,
drawls from the Facility shall be available till 9 months from COD.
On request from the Borrower for extension, Lenders will consider
it and the approval for the same will not be unreasonably withheld.
21. Base Case The commercial and financial parameters pertaining to
Business Plan construction, development, implementation and subsequent
operation and maintenance of proposed Project on the basis of
which the financial projections as indicated in this note prepared.
22. Tenure of Term Door-to-door tenure of 16.70 years – (including construction period
Debt & Repayment of 910 days from Appointed Date & moratorium period of 8.6
Schedule months (258 days) from COD). Repayment in 28 ballooning
structured half-yearly installments commencing from 30-
September-2019.
No. of Annual Repayment
Fin. Year ending
Installments (` in Crore)
March 2019 2 6.84
March 2020 2 7.15
March 2021 2 7.59
March 2022 2 8.38
March 2023 2 8.69
March 2024 2 9.09
March 2025 2 9.79
March 2026 2 10.50
March 2027 2 11.45
March 2028 2 12.00
March 2029 2 13.10
March 2030 2 14.21
March 2031 2 14.40
March 2032 2 16.81
Total 28 150.00
23. Project  Concession Agreement;
Agreements  Substitution Agreement;
 EPC Contract;
 O & M Contract and/or Tolling Contract (as applicable);
 All the material agreements and/or writings entered into or
obtained by the Borrower in connection with establishment
and maintenance of the Project, raising Equity and
Sponsor’s support to the Project, control and management
of the Borrower, performance bonds, any other security
documents furnished by any of the parties for the benefit of
the Borrower.
The above is indicative list and only applicable documents/
agreement shall constitute Project Agreements
24. Finance  Loan Agreement;
Agreements  Escrow Agreement;
 Supplementary Escrow Agreement;
 Deed of Hypothecation;
 Pledge Agreement;
 Power of Attorney;
 Sponsors Support undertaking and such documents as may
be required to be executed for availing Facility by the
Borrower from the Lenders
The above is indicative list and only applicable documents/
agreement shall constitute Finance Agreements.
25. Construction Borrower shall submit Construction Budgets in line with total Project
Budget Cost to incur to implement the Project along with notice for initial
drawdown in each of the quarter during Project implementation
period. Such Constructions Budget draws as per total Project Cost
and in all material respects consistent with the provisions of the
Finance Agreements and Project Agreement shall be deemed to be
approved by the Lenders.

The Borrower shall submit revised Construction Budget for the


remaining Project, in case 50% or more variation (cumulative) in
actual Project implementation performance in comparison with the
Construction Budget at the end of any quarter other than the first
quarter along with the reasons thereof and report by Lenders’
Independent Engineer, if required, within fifteen (15) days after the
commencement of the subsequent quarter. In case Lenders do not
offer any comments within five (5) Business Days from the date of
delivery by the Borrower, the revised estimates shall be deemed to
have been approved by the Lender.
26. Operational Budget During the Operational Period, the Borrower shall deliver to the
Lender at least fifteen (15) days prior to the commencement of each
Financial Year the yearly estimates of expenditure, the operation
and maintenance and other expenditure approval of the Lenders,
except for the 1st year of operation, where operational expenditure
as envisaged in Base Case Business Plan shall be deemed to be
approved by the Lenders.
In case no comments have been offered by the Lenders within 5
(five) Business Days from the date of delivery of the Operational
Budget by the Borrower, the budget given therein shall be deemed
to have been approved by the Lenders.

The Borrower shall submit revised Operational Budget for the


remaining period of the Financial Year, in case 25% or more
variation (cumulative) in comparison with the Approved Operational
Budget at the end of any quarter along with the reasons thereof,
within 15 (fifteen) days after the commencement of the subsequent
quarter. If the Lender do not offer any comments within 5 (five)
Business Days from the date of delivery by the Borrower, the
revised estimates shall be deemed to have been approved by the
Lenders.
27. Spread Reset The Spread shall be over and above Base Rate of the bank.
The Spread shall be reset on COD and every year thereafter. Any
change in Spread shall be same by all Lenders on Spread Reset
Date

The Lenders have a right to revise the interest rate on the loan, if
the Reserve Bank of India

 Revises the standard provision on assets and / or


 Enhances the risk weights for assets
 Credit rating of the borrower is downgraded below investment
grade

The Lenders Agent shall have a right to appoint any external rating
agency in consultation of the Borrower for rating of the Borrower /
obligations sanctioned herein in case the same is required.
28. Prepayment The Borrower shall have the right to prepay, in part or full, the
outstanding Loan at any point of time. In this event, the Borrower
shall be liable to pay a pre-payment penalty @ 1 % of the pre-paid
amount.

Notwithstanding the above, no pre-payment penalty will be payable


for prepayments under the following circumstances:

 In the event, revised Applicable Interest Rate due to Spread


Reset is not acceptable to the Borrower and such prepayment
is made within 90 days of Spread Reset notice from the Lender
Agent with 15 days of notice.
 The prepayment is made out of the Borrower’s/ Sponsor’s fund.
 Prepayment is effected at the instance of Lenders.
 Prepayment out of the proceeds of insurance claim or payment
out of any Project Agreements or termination payment received
from NHAI
 Prepayment from takeout finance/refinance, by way of ECB, by
raising NCDs in Debt Capital Market or from securitization of
future toll receivables.
29. Debt Service  The Borrower shall create a Debt Service Reserve (DSR) out of
Reserve cash flow from the Project to meet the debt service requirements
for the ensuing 6 (six) months principal and 3 (three) months
interest payment due to the Lenders from the cash flows
available after meeting the debt service obligations during the
operational phase or;
 The Borrower at its option may provide a letter of credit / bank
guarantee acceptable to Lenders, for an amount equivalent to
ensuing 6 (six) months principal and 3 (three) months interest
payment due to the Lenders, in lieu of such deposit.
 Three months DSR with respect to any financial year shall be
quarterly average of principal and interest payment fallen due in
the specific calendar year.
30. Major Maintenance The Borrower shall create Major Maintenance Reserve from the
Reserve (MMR) cash flow of the Project, as envisaged in the Base Case Business
Plan.
31. Saving in Project Any saving in Project Cost on completion of the Project shall
Cost result in reduction in Term Loan and Equity in Debt: Equity ratio.
32. Commitment Fee  A commitment fee of 0.25% p.a. (plus applicable taxes) shall
be applicable on the amount not drawn in accordance with the
Quarterly Drawdown Schedule. Commitment Fee shall be
calculated on the basis of the Loan Amount undrawn in the
respective Quarterly Drawdown Schedule, for the number of
days between the last date of respective quarter and the date
of the immediately preceding drawl.
 The Quarterly Drawdown Schedule shall be submitted by the
Borrower along with first notice of drawl. Such Quarterly
Drawdown Schedule may be amended or replaced by the
Borrower giving 15 days notice prior to the end of quarter and
the commitment fee will thereafter be calculated with reference
to the drawls specified in such amended or replaced draw
down schedule.
 No Commitment Fee shall be payable if the total disbursement
availed by the Borrower is at least 50% of the scheduled
disbursements, as amended.
33. Novation / The Borrowers shall agree that the Lenders have the right to
Assignment novate / downsell / assign the Term Loan or any part thereof in
favour of any other lender(s).
34. Security The Term Loan together with interest, costs, expenses and all
other monies whatsoever shall be secured subject to provisions
of Concession Agreement by the following securities:
a. A first charge in favour of the Lenders/Security Agent for the
benefit of the Lenders in a form satisfactory to the Lenders, of
all the Borrower’s immovable properties, if any both present
and future, save and except Project Assets; a first charge in
favour of Security Agent for the benefit of the Lenders of all the
Borrower’s moveable properties, both present and future, save
and except the Project Assets;
b. A first charge of all the bank accounts including but not limited
to the Escrow Account opened in a designated bank, where all
cash flows from the Project shall be deposited, and the sub
Account ( or any account in substitution thereof) that may be
opened in accordance with this agreement and
supplementary Escrow Agreement or any other Project
Agreement, provided such first charge shall only be to the
extent permitted as per the waterfall of priorities prescribed
under Escrow Agreement and Concession Agreement.
c. A first charge of all revenues and receivables of the Borrower
from the Project or Otherwise, Project’s book debts, operating
cash flows, commissions or revenues of whatever nature, after
such revenues and receivables are deposited in the Escrow
Account. Provided that such charge as mentioned herein shall
arise only after the proceeds and/or realization on any such
revenues and receivables are credited to and enters the
Escrow Account and thereafter shall only be to the extent
permitted as per the waterfall priorities under the Escrow
Agreement and Concession Agreement.
d. A first charge over all the rights, title and interests of the
Borrowers related to the Project from all contracts, insurances,
licenses in to and under all Project Agreement (including the
Concession Agreement) to which the Borrower is party to
including contractor guarantees, liquidated damages and all
other contracts relating to the Project, provided such charge
shall be limited to and to arise to the extent provided under
Substitution Agreement.
e. A first charge on its intangible assets like goodwill present and
future save and except the Project Assets. Provided that any
realization there of shall be credited to the Escrow Account
and the charges as aforesaid shall be limited to the extent
permissible under the water fall priorities of the Concession
Agreement and the Escrow Agreement.
f. Pledge of the Equity shares of the Borrower up to 51% (fifty-
one percent) during construction period and as per the terms
of Concession Agreement thereafter.

The aforesaid shall be collectively referred to as “Security”. The


above security will rank pari-passu inter se amongst the Lenders
if any. The borrower shall make a reasonable and marketable title
to its immoveable properties if any not forming part of the Project
Assets to the satisfaction of the Lender and the Borrower will carry
out all such formalities as may be necessary or required for the
said purpose.

Both Sponsors (CEL &APCO) will execute the undertaking,


representation & warranties as required including following
undertakings:

a) To arrange to meet any cost overrun and shortfall in resources


of the Borrower in respect of completion of the Project.
b) To arrange to meet any shortfall in respect of lenders dues in
the event of termination of the Concession Agreement.
c) To bring fund at appropriate time as acceptable to the Lenders,
in case of delay / non- receipt of Equity Support as envisaged
in Base Case Business Plan. However, the same shall be
repaid on receipt of Equity Support, as envisaged.
The aforesaid shall be collectively referred to as “Undertakings”.
The above undertakings shall rank pari-passu inter se amongst
the Lenders if any.

The amount so brought in by Sponsor shall be paid back to the


Sponsor out of the cash flow of the Project in accordance with the
waterfall priorities specified under Concession Agreement,
Escrow Agreement and Restricted Payment Covenants.

35. Liquidated In case of default in payment of interest, additional interest and/or


Damages principal, an additional interest @ 1% p.a. over Applicable Interest
Rate will be payable by the Borrower for the period of default and
on the defaulted amount.
36. Escrow Account The Borrower shall open and maintain with the Escrow Bank,
"Escrow Account" and applicable sub accounts. Credits and
debits to the Project Accounts shall be made in accordance with
the procedures and priorities described in the Escrow Agreement.
Investment of the available balances will be made into Permitted
Investment as specified in the Finance Agreements. The
Company, in case required, can open a CMS account to facilitate
smooth deposit of toll fee collection and all money from such CMS
will always get credited to Escrow Account under all
circumstances.
37. Conditions Signing of Finance Agreements by the Lenders shall be subject
Precedent to to the satisfaction or waiver in writing by the Lenders of various
signing of Finance Conditions Precedent to Signing of Finance Agreements,
Agreements including but not limited to the following:

a. The entire means of financing shall be tied up;


b. Appointment of a Lender’s Legal Counsel (LLC) to review the
Project Agreements, draft the Financing Agreements, security
documents and other relevant documents. Cost of appointing
LLC would be borne by the Borrower.
c. The Borrower shall provide copies of the constitutional
documents, including inter-alia, Memorandum and Articles of
Association duly amended, in respect of the Borrower, to
reflect the necessary conditions for the envisaged means of
finance. A copy of the resolution of the Board of Directors of
the Borrower approving the terms of sanction and the
transactions contemplated by the Finance Agreements and
the Project Agreements and authorizing specified person(s) to
execute, sign and/or dispatch all documents and notices to
which it will be a party.
38. Pre-Disbursement Prior to seeking disbursements, the Borrower shall have, to the
Conditions satisfaction of the Lenders, however the Lenders shall have right
(to be read along to grant waiver to any or the following conditions on the specific
with para 26.1 of the request of the Borrower on such terms and conditions as Lenders
main note) deem fit.

a. Borrower shall have brought in 40% of their contribution


upfront
b. All the Project Agreements except O&M Agreement shall
be executed/ finalized to the satisfaction of the Lenders;
c. The Borrower shall have acknowledged appointment of a
Lenders’ Independent Engineer (LIE) and Lenders’ Insurance
Advisor (LIA), Security Trustee, the cost of appointment and
their fees shall be borne by the Borrower;
d. Executed Finance Agreements to the satisfaction of Lenders.
e. Obtained and furnished all the envisaged undertakings from
the Sponsors.
f. Made necessary modifications in the Memorandum and
Articles of Association of the Borrower, if required;
g. Executed with NHAI and Lenders, the Substitution Agreement
as per the Concession Agreement.
h. The Borrower shall have taken possession of at least 90% of
ROW of the project stretch; unless the same has been waived/
deferred by the NHAI
i. Furnished the Lenders Legal Counsel, Lenders Independent
Agent and Lenders’ Engineer report to the satisfaction of the
Lenders.
j. The Borrower to ensure in all road projects that all statutory/
non statutory approvals/ clearances including forest
clearance, environmental clearances, clearance from
Defense Authority where Defense land is involved, clearances
for Railway Under bridges/ Rail Over bridges wherever
applicable are obtained.
k. Confirmed that there is no Event of Default which has
happened and has not been cured or waived in accordance
with the terms of the relevant Project Agreements and all
representations and warranties made by the Borrower or any
of the Project Parties in each of the Project Agreements are
true or correct;
l. Appointed an Auditing firm as “Statutory Auditors” to verify the
adequacy of accounting and monitoring systems and
procedures and carry out periodic audit of its accounts as per
provisions of Concession Agreement;
m. Furnished report from the Statutory Auditors certifying the
expenditure incurred and the means of financing thereof prior
to seeking each tranche of disbursement;
n. Entered into a fixed time, fixed price turnkey Engineering
Procurement and Construction (EPC) Agreement to the
satisfaction of the Lenders.
o. Obtained such insurance as may be advised by Lenders’
Insurance Advisor and Escrow Bank shall be the loss payee
for all such insurance policy.
p. Provided documentary evidence that the Borrower has
opened an account and has agreed to deposit all the cash
inflows related to Project in the said accounts and the
proceeds shall be utilized in a manner and priority as specified
under the Escrow Agreement;
q. The Borrower shall furnish the copies of :-
 Form 8, cash receipt, certificate of creation of
charge, etc. in regard to registration of charges
 All supporting resolutions of the Board of Directors
in regard to the above debt.
 Declaration from the Borrower specifying that there
is no Litigation against the Project Company or its
promoters/ sponsors which is pending and which
may affect the project.
39. Conditions a. All subsequent disbursement to be as per approved Project
precedent to each Debt: Equity ratio/s
of the subsequent b. No Event or Potential Event of Default exists;
disbursements c. No breach of any representation or warranty;
d. The drawdown complies with the agreed Approved / amended
Construction Budget and drawdown schedule.
e. Borrower furnishes a certificate from the Statutory Auditors in
respect of utilization of the funds of previous drawn and
progress report of the Project from LIE,
f. Confirmed having obtained and validity of all statutory
approvals, permit and clearances required for the Project up
to that stage as per Schedule E of CA.
40. Financial The Borrower to ensure compliance with the following
Covenants covenants:

a. The ratio of Debt to Equity shall not exceed 1.08:1 during


construction phase of the project and shall not exceed
6.50:1 (excluding grant) at the time of COD and thereafter
for the entire tenure of the loan.
b. The Debt Service Coverage Ratio (DSCR) shall, at any
point in time, not fall below 1.10

The company shall pay penal interest @ 1.00% p.a. on the Term
Loan outstanding, in the event of any breach of covenants
stipulated above, for the period of such breach, to be calculated
at the end of each Financial Year.

Penal interest to be charged @ 0.50% p.a. in case of non-financial


default in the situations beyond the control of the company.

Debt Servicing Requirement’ shall include interest and principal


repayments in respect of Facility for the Project.
41. Other Key a. The Company shall create a Major Maintenance Reserve as
Covenants envisaged in the Base Case Business Plan from the cash
flows of the Project.
b. During the currency of the Facility, the Project Company shall
not without prior permission of the Lender’s in writing:
(i) Effect any change in the Company’s capital structure
except as per the Base Case Business Plan;
(ii) Formulate any scheme of amalgamation or
reconstruction;
(iii) Implement any scheme of expansion or acquire fixed
assets, except as required in the normal course of
business;
(iv) Enter into borrowing arrangement either secured or
unsecured with any Bank / Financial Institution or
otherwise or accept deposits other than bank borrowings
for meeting its working capital requirements;
(v) Undertake guarantee obligations on behalf of any other
company;
(vi) Withdraw monies brought in by the shareholders or any
other depositor(s) / investors(s) except to the extent
allowed in the provisions of Restricted Payments
42. Other Conditions a. On or before 1 months prior to the COD, the Company shall
finalize and submit the tolling strategy for the Project which
shall be consistent with the provisions of the CA;
b. The Company shall ensure continued insurance coverage as
advised by Lenders’ Insurance Advisor, with Escrow Bank as
loss payee for all insurance policies to the satisfaction of the
Lenders;
c. The Company shall obtain and comply with all the required
clearance, as per Schedule E of the CA, for the Project as
applicable at that point of time;
d. The Company shall appoint technical and financial personnel
of proper qualifications and experience for the key posts and
that its organizational set up is adequate to ensure smooth
implementation and operation of the Project;
e. The Company shall perform/discharge all its obligations
(including operation and maintenance activities) as stipulated
in the Concession Agreement;
f. The Lenders shall have a right to monitor the operations of the
Project after the commencement of operations during the
currency of the Facility;
g. The Company shall furnish to the Lenders such information
and data as may be required by them from time to time;
h. The Company shall agree that inspection of the Project will be
carried out as decided by the Lenders by their own officials or
through persons/firm appointed by the Lenders. The cost of
inspection is to be borne by the Borrower;
i. The Company shall furnish an undertaking to the effect that, if
any of the Project Agreements are proposed to be modified
during the currency of the facility; the said amendments shall
be made only with the prior approval of the lenders. Such
approval shall not be unreasonably withheld;
j. The Lenders shall have the right to appoint a nominee director
on the Board of Directors of the Company, in an event of
default;
k. Agree that the Lenders shall have the right to appoint
Concurrent Auditor / consultants, the reasonable cost of which
shall be borne by the Borrower;
l. The Lenders shall have the right to conduct review of the
Project before COD. The Company shall provide all
necessary information to the Lenders as may be required for
this purpose;
m. The preliminary and pre-operative expenses shall be allowed
as a part of the Project Cost only to the extent as envisaged
in the Base Case Financing Plan, and to the extent that they
are certified by Statutory Auditors that they have been
incurred and relate to the proposed Project only;
n. The Company shall submit audited / un-audited financial
statements (consisting of income statement, balance sheet,
cash flow statement and accompanying notes) of the
Company to the Lenders on a semi-annual basis;
o. Agree that in case of default by the Company in servicing of
the debt as per due date/s, the Lenders and / or the Reserve
Bank of India / Credit Information Bureau (India) Ltd. (CIBIL)
will have an unqualified right to disclose or publish the name
of the company and its directors in such manner, as they may
think fit;
p. Agree to get the loan rated by external agencies annually as
advised by the Lenders; the Borrower would undertake to
extend necessary co-operation for this;
q. Agree not to undertake new project or expansion /
diversification of its existing facilities without the prior written
approval of the Lenders;
r. The Company shall comply with all reporting requirements as
may be stipulated by the Lenders;
43. Restricted Restricted payment means payment by way of dividends, and any
Payments other payments or distribution by the Borrower on account of the
purchase, redemption, retirement, or other acquisition of, any
share capital of the Borrower, any warrants or options thereof or
any payment by the Borrower of interest, principle, or other sum
in relation to any monies brought in relation to unsecured loans/
shareholders loans.

Save and except to the extent provided herein, Restricted


Payment shall be allowed on the confirmation by the Borrower of
the fulfillment of the following conditions (Restricted Payment
Covenant):

a. No Event of Default or Potential Event of Default has occurred


and is continuing;
b. The requirement of DSR have been met in accordance with
the aforesaid provisions;
c. MMR is maintained to the required amount;
d. All the Financial Covenants are met as stipulated;
e. The repayment of Debt has commenced and no interest or
principle due is unpaid.
44. Governing Law Indian Law
45. Events of Default As customary for a facility of this nature and to include, without
limitation, the following:

a. Failure to pay any sum under the Financing Agreement when


due;
b. Breach of covenant or undertaking or other obligation;
c. Representation or warranty found to be untrue or misleading
when made;
d. Cross default: The Borrower or any of the Promoter, as long
as Promoters holds more than 26% of equity share capital of
the Company, defaults and not cured within 30 days, in the
payment of principal, interest, premium or other amount due
under this loan or credit agreement creating any indebtedness
of such Person exceeding ₹ 10 Crore;
e. Breach of shareholding undertaking by controlling
shareholders of the Borrower;
f. Winding-up or dissolution of Borrower;
g. Composition/ compromise by Borrower with creditors
generally
h. Insolvency of Borrower (within the meaning of section
434(1)(c) of the Companies Act 1956)
i. Revocation, termination or suspension of a material license;
j. Security Documents not legally valid and binding;
k. Default with respect to any Project Agreement which may
have a Material Adverse Effect;
l. Compulsory acquisition, nationalization or expropriation of
assets of the Borrower;
m. Sale/transfer of assets which in reasonable opinion of Bank
has/will have Material Adverse Effect
n. Material adverse change;
o. Insolvency and related events;
p. Cessation of business;
q. Unlawfulness;
r. Repudiation.

The above are indicative and shall be defined in detail in the


Financing Agreement.
Upon the occurrence of any of the Events of Default mentioned
in clauses above, which is capable of remedy, a cure period of
30 Business Days shall be applicable from the date of the
occurrence of such event.

The Borrower shall promptly notify the Lenders/ Security


Trustee upon becoming aware of any default or event which
constitutes (or with the lapse of time, determination of
materiality, would be likely to constitute) an Event of Default and
steps being taken to remedy it.
46. Representations & The Borrower shall make representations and warranties
Warranties customary for a Facility of this nature. The obligations of the
Lenders in relation to the drawing will be subject to those
representations and warranties remaining true and accurate as at
the date of the utilization request and on the first day of each
Interest Period. Such representations and warranties will include,
without limitation, the following:
a. Status and due authorization;
b. Binding obligations;
c. Non-conflict with other obligations;
d. Power and authority to enter into such financing arrangement;
e. Governing Law and enforcement;
f. No misleading information;
g. No default;
h. No breach of any material license;
i. Ownership and right to use intellectual property;
j. Default in payment of taxes, unless contested;
k. Financial statements prepared in accordance with Indian
GAAP;
l. Pari-passu ranking of claims;
m. No material proceedings pending or threatened;
n. No immunity from suit or other legal proceedings;
o. Completeness and accuracy of financial statements
p. No winding up action against the Borrower;
q. No government or regulatory authority or other third party
consents required other than those already obtained;
r. Confirmation from the Borrower that its facilities are covered
under comprehensive insurance.
s. None of its Directors appear in RBI defaulter list.
t. None of its directors is a director or specified near relation of
a director of a banking company.

The above are indicative and shall be in detail in the Loan


Agreement.
47. Miscellaneous The Borrower is required-
a) To submit audited/ un-audited financial statements (consisting
of income statement, balance sheet, cash flow statement and
accompanying notes, whichever applicable) of the Company
to the Lenders on a semi-annual basis;
b) To furnish to the Lenders every year copies of audited/ printed
balance sheet and profit and loss account statements of the
Borrower immediately on these being published/ signed by the
auditors, along with the usual renewal particulars and
c) To submit to the Lenders a monthly progress report on the
implementation of the Project or whenever desired by the
Lenders.
d) Borrower shall agree to provide an “End Use Certificate” from
Statutory Auditor, within a period of 45 days from the date of
every draw down or along with subsequent drawdown notice
whichever is earlier. The End Use Certificate shall certify that
the funds drawn have been used for the purpose mentioned in
the Facility Agreement.
e) The Project shall, at all times during the currency of the
assistance, comply with the Environmental, Health, Safety and
Social (EHSS) requirements with provisions of all applicable
legislation, and clearances issued thereunder, and
maintenance of documents to be able to demonstrate
compliance with the same. The Borrower shall provide the
requisite information and access to the Lenders or a consultant
appointed by the Lenders to carry out yearly Environment &
Social Monitoring and Review (ESMR) of the project and
ensure compliance with specified recommendations made by
the Lenders following ESMR Report.
48. Other condition a. Our bank shall have the right to stipulate any other condition as
deemed fit before documentation and the borrower should
further agree that if the terms and conditions stipulated by any
other lender(s) for their financial assistance to the project are
found to be superior than the terms and conditions stipulated
by our bank, such superior terms and conditions shall apply
mutatis-mutandis for OBC’s financial assistance to the project.

b. The Borrower/ Promoter/ Sponsors shall have complied with all


KYC/ Anti Money Laundering Norms/ Guidelines and submit all
required documents in regard thereto to the Lead/ LLC/ Security
Trustee