Finalised Interest Rate Swaps Confirmation

Heading for Letter Agreement
[Letterhead of the Bank (PARTY A)]

[Date]
Cross- Currency Interest Rate Swap Transaction
[Name and Address of Counterparty (PARTY B)]
Dear ______________:
The purpose of this Confirmation (this “Confirmation”) is to confirm the terms and conditions of the Transaction
entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation supersedes any previous
Confirmation or other written communication, if any, addressed specifically with respect to the Transaction described below.
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this
Confirmation relates.
The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and
Derivatives Association, Inc. (“ISDA”) (the “2006 Definitions”) and the 1998 FX and Currency Option Definitions (the “FX
Definitions”) as published by the International Swaps and Derivatives Association Inc., the Emerging Markets Traders
Association and The Foreign Exchange Committee (together, the “Definitions”) are incorporated into this Confirmation. The
terms of the particular Transaction to which this Confirmation relates are as follows: In the event of any inconsistency between
the 2006 ISDA Definitions and the FX Definitions, the 2006 Definitions shall govern except that the FX Definitions shall
prevail and govern the Transaction for the purposes of the Settlement Provisions set out below. References herein to a
“Transaction” shall be deemed to be references to a “Swap Transaction” for the purposes of the 2006 Definitions. In the event of
any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will prevail and govern the
Transaction. Notwithstanding the foregoing, any amendments to the Definitions in this Confirmation shall supersede the
Definitions, unless otherwise specified below. Each party hereto agrees to make payment to the other party hereto in accordance
with the provisions of this Confirmation and of the 2002 ISDA Master Agreement.
In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in
the form of the 2002 ISDA Master Agreement, with such modifications as you and we will in good faith agree. Until we execute
and deliver that agreement, this Confirmation, together with all other confirmations referring to the ISDA 2002 Master
Agreement (each a "Confirmation") confirming transactions (each a "Transaction") entered into between us (notwithstanding
anything to the contrary in a Confirmation), shall supplement, form a part and be subject to an agreement in the form of the
2002 ISDA Master Agreement as if we had executed an agreement in such form (but without any Schedule) on the Trade Date
of the first such Transaction between us (“Deemed 2002 ISDA Mater Agreement”). All terms and provisions set forth in the
2002 ISDA Master Agreement annexed with this Confirmation, except as expressly modified below, are hereby incorporated
herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in the
2002 ISDA Master Agreement are inconsistent with the terms of this Confirmation, the terms set forth in the Confirmation
herein shall apply.
Upon execution and delivery by the parties of a 2002 ISDA Master Agreement, the paragraph immediately preceding
this paragraph shall be of no further force and effect, and this Confirmation shall supplement, form a part of and be subject to
the terms of such 2002 ISDA Master Agreement, as the case may be. All provisions contained or incorporated by reference in
that Agreement upon its execution will govern this Confirmation except as expressly modified below. In the event of any
inconsistency between the provisions of that Agreement and this Confirmation, that Agreement will prevail for the purposes of
this Transaction.
As used herein, “Agreement” at any time shall mean the 2002 ISDA Master Agreement which this Confirmation then
supplements, forms a part of and is subject to (or is deemed to supplement, form a part of and be subject to, as provided above).
All provisions of the Agreement shall govern this Confirmation (or is deemed to govern this Confirmation, as provided above,
except as expressly modified below).
The terms of the particular Transaction to which this Confirmation relates are as follows:
TRADE DETAILS
Note: This template is designed to include the requirements specified in RBI’s Comprehensive Guidelines on Derivatives
issued on April 20, 2007 as most recently amended on November 2, 2011 (“Derivatives Guidelines”). It does not take into
account any other requirements. For example, it does not take into account the requirements specified in RBI’s
Comprehensive Guidelines on OTC Foreign Exchange Derivatives and Overseas Hedging of Commodity Price and Freight
Risks issued on December 28, 2010 (as amended from time to time).
Trade Date: [ ]
Effective Date: [ ]
Termination Date: [ ] [, subject to adjustment in accordance with

the Modified Following Business Day Convention], and
subject as provided below.
Fixed Amounts:
Fixed Rate Payer: [Bank/ Counterparty]
Fixed Rate Payer Currency Amount: [ ]
Fixed Rate Payer Payment Dates: [scheduled Fixed Rate Payer Payment Dates]
[, subject to adjustment in accordance with the Modified
Following Business Day Convention], and subject as
provided below.
[Fixed Rate Payer Period End Dates:
[scheduled Fixed Rate Payer Payment Dates]
Following Business Day Convention]]
Fixed Amount [or Fixed Rate and Fixed Rate [ ]

Day Count Fraction]:
Floating Amounts:
Floating Rate Payer: [Bank/ Counterparty]
Floating Rate Payer Currency Amount: [ ]
Floating Rate Payer Payment Dates: [scheduled Floating Rate Payer Payment Dates ]
Following Business Day Convention] , and subject as
provided below
Floating Rate Payer Period End Dates:

[scheduled Floating Rate Payer Payment Dates ]
Following Business Day Convention]
[Floating Rate for initial Calculation Period:]1 [ ]
Floating Rate Option:
Spread: [Plus/Minus %] [None]
1
Only insert where the figure is known at the time the Confirmation is issued.
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Floating Rate Day Count Fraction: [ ]
Reset Date: First day of each Calculation Period
[Rate Cut-off Dates:] [ ]
[Method of Averaging:] [Unweighted/Weighted Average]
Compounding: [Applicable/Inapplicable]
[Compounding Dates:] [ ]
[Discounting:
Discount Rate: [ ]
Discount Rate Day Count Fraction:] [ ]
[Initial Exchange:
[Final Exchange:
Final Exchange Date: Termination Date
The Bank Final Exchange Amount: [ ]
Counterparty Final Exchange Amount:] [ ]
Interest Exchange: [ ]
Calculation Agent: The Bank
[Broker/Arranger:]
OTHER TERMS:
Definition of “Unscheduled Holiday” “Unscheduled Holiday” shall mean, for the purpose of
this Transaction and in respect of a Reference Currency,
that a day is not a Business Day and the market was not
aware of such fact (by means of a public announcement
or by reference to other publicly available information)
until a time later than 9:00 a.m. local time in the Principal
Financial Center(s) of the Reference Currency two
Business Days prior to the Scheduled Valuation Date.
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Adjustment to Termination Date, Payment If the Valuation Date in respect of a Reference Currency
Dates and Exchange Dates Payment Date, a Reference Currency Exchange Date or
the Termination Date is not the Scheduled Valuation Date
in respect of such Reference Currency Payment Date,
Reference Currency Exchange Date or Termination Date,
then such Reference Currency Payment Date, Reference
Currency Exchange Date or Termination Date (as
applicable) shall be as soon as practicable after the
relevant Valuation Date, but in no event later than the day
which is two Business Days after the relevant Valuation
Date. Further, if payments are scheduled to be made by
both parties on a Payment Date, Exchange Date or
Termination Date, and such date is adjusted due to the
occurrence of an Unscheduled Holiday in accordance
with the previous sentence, then such Payment Date,
Exchange Date or Termination Date shall be adjusted in
respect of both parties’ payments.
For the avoidance of doubt, such adjustments shall not

apply in respect of Period End Dates (including the
Termination Date) for the purposes of determining the
Calculation Periods.
Business Day (as defined in the FX [ ]

Definitions) for Valuation Date:
Business Day (as defined in the 2000 [ [and] ]

Definitions) for all other purposes:
Account Details:
Account(s) for payments to the Bank: [ ]
Account(s) for payments to the Counterparty: [ ]
Offices:
(a) The Office of the Bank for the Transaction is [ ]; and
(b) The Office of Counterparty for the Transaction is [ ].
Documentation: 2002 ISDA Master Agreement and Confirmation

incorporating the 2000 ISDA Definitions and the 1998
FX and Currency Option Definitions as published by
International Swaps and Derivatives Association, Inc., the
Emerging Markets Traders Association and the Foreign
Exchange Committee, in the manner specified in the
cover letter.
Other Conditions Based on Internal Bank approvals
Page 4 of 18
Optional Early If the parties have not finalized and executed a 2002 ISDA Master Agreement in a form acceptable
Termination: to the Bank, on or before the ______ calendar day following the Trade Date, then the Bank shall
have the right (but not the obligation) to designate an Early Termination Date by giving notice in
writing, which notice must be received by the Counterparty not less than two (2) Business Days
prior to the date which the Bank intends to designate as the Early Termination Date (such notice
constituting a notice of Early Termination and such designation an “Optional Early Termination
Event”). The occurrence of an Optional Early Termination Event shall constitute an Additional
Termination Event.
In connection with an Optional Early Termination Event, the following provisions shall apply
notwithstanding anything contrary in the Agreement:
(i) Statements and Documents as required by the Bank may be provided to Counterparty
by e-mail and in such format and with such details as the Bank deems appropriate;
(ii) the Transaction shall be the sole Affected Transaction and Counterparty shall be the
sole Affected Party;
(iii) the notice of Early Termination shall be deemed to have been received when sent; and
the amount (if any) payable by either party following the occurrence of an Optional Early
Termination Event shall be calculated on the Early Termination Date and paid to the relevant party
two (2) Business Days following such date.
The Terms of the Transaction to which the Confirmation relates are as follows:-
(a) “Specified Entity” means in relation to Party A for the purpose of:-
Section 5(a) (v) None

Section 5(a) (vi) None
Section 5(a) (vii) None
Section 5(b) (v) None
and in relation to Party B for the purpose of:-
Section 5(a)(v) All Affiliates

Section 5(a)(vi) All Affiliates
Section 5(a)(vii) All Affiliates
Section 5(b)(v) All Affiliates
(b) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement.
(c) The “Cross Default” as amended by deletion of the words “ or becoming capable at such time of being
declared,” in line 7 of Section 5(a)(vi) and deletion of the words “before it would otherwise have been due and
payable” in line 8 of Section 5(a)(vi),
(a) will not apply to Party A; and
(b) will apply to Party B and any applicable Specified Entity of Party B;
Subject to the following proviso being inserted at the end thereof:
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“Provided, however, that notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2)
above,
(i) if the event or condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay caused
by an error or omission of an administrative or operational nature and;
(ii) funds were available to such party to enable it to make the relevant payment when due and;
(iii) such relevant payment is made within three Local Business Days following receipt of written notice from
an interested party of such failure to pay.”
“Specified Indebtedness” means, instead of the definition thereof in Section 14 of this Agreement, any obligation
(whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of (i) borrowed
money, or (ii) any transaction with any party of the type referred to in subparagraphs (a), (b) or (c) of the definition
of Specified Transaction.
Provided that Specified Indebtedness shall not include (i) deposits received in the course of a party’s ordinary
banking business, and (ii) guarantees whose payment is prevented or constrained due to technical, administrative
or judicial reasons including but not restricted to the operation of any law (other than bankruptcy, insolvency or
similar laws), order or other act or threat of any authority (de jure or defacto) of general applicability to
banks/financial institutions, Non-Banking Finance Companies in the relevant jurisdiction.
“Threshold Amount” means:
For Party A: Not applicable
For Party B: _________
For the purposes of the above, “Net Worth” means, at any time with respect to any entity, the sum of Share
Capital and disclosed Reserves and Surplus excluding Intangible Assets and deferred Revenue Expenditure.
Share Capital, Reserves, Surplus and Intangible Assets and Revenue Expenditure shall each be determined by
reference to that party’s most recent consolidated balance sheet prepared in accordance with generally accepted
accounting principles in the country in which it is organized.
(d) The “Credit Event Upon Merger” provisions of Section 5(b)(v) will not apply to Party A and will apply to
Party B and to any applicable Specified Entity of Party B; provided, however, that if the applicable party has
long term, unsecured and unsubordinated indebtedness or deposits which is or are publicly rated (such rating, a
“Credit Rating”) by an accredited rating agency (a "Rating Agency"), then the words "materially weaker" in
line 6 of Section 5(b)(v) shall mean that the Credit Rating of such party shall be rated lower than a rating
agreed upon by the Parties.
And provided that, any change of control of Party B, of any Credit support Provider of Party B or of any
applicable Specified entity of Party B (in each case, “X”) which results in any material change in Party B’s
business operations, assets or financial condition, such that X has been or is likely to be unable to discharge of its
obligations under this Agreement or with respect to any Transaction(s) in accordance with the terms & conditions
of this Agreement, will constitute a ‘Designated Event’ under Section 5(b)(v).
(e) The“Automatic Early Termination” provisions of Section 6(a) will not apply to Party A and will apply to
Party B.
Provided, however, that where there is an Event of Default under Section 5 (a) (vii) (1), (3), (4), (5), (6) or, to the
extent analogous to (8) or, under Clause (g) of Part I of this Schedule, and the Defaulting Party is governed by a
system of law that would not otherwise permit termination to take place (as determined solely by the Non-
Defaulting party), then the Automatic Termination provisions of Section 6 (a) will apply.
(f) “Termination Currency” will have the meaning specified in Section 14 of this Agreement. “Termination
Currency” meansIndian Rupees.
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(g) Additional Termination Event – Will apply with respect to:-
(i) Rating Downgrade: In the event, __________ downgrades the rating of Party B to ____ ..
For the purpose of foregoing Additional Termination Event, the Affected Party would be Party B.
(h) Events of Default - Section 5(a) will be amended by the insertion of the following sub-paragraphs after the
Section (5)(a)(viii):
(ix) Moratorium. Any Authority makes or issues any direction which results in an order of moratorium in
relation to the party (or one or more of its branches), staying the commencement or continuance of all or
any actions and proceedings against such party (or one or more of its branches); or makes or issues any
direction or communication in relation to such party (or one or more of its branches) having an
analogous effect to that of placing such party under a Moratorium and/or preventing it from entering into
any agreement or honoring (either wholly or in part) its obligations under any agreement (including this
Agreement) or any Transaction.
For the purposes of this clause “Authority” shall include any entity including any government, or any
statutory or regulatory body and anybody or person exercising powers pursuant to the powers vested in it
under applicable law.
(x) Prompt Corrective Action:If, during the term of any Transaction, in relation to the scheme of Prompt
Corrective Action notified by the RBI by its notification dated 21st December 2002
(DBS.COPP.BC.9/11.01.005/2002-03) (and as may be modified from time to time), on any action being
taken by the RBI (or any other authority empowered to do so), either party has reasonable grounds to
conclude (x) that the discharge of the obligations of the other party under this Agreement or any
Transaction(s) in accordance with its terms has been or is likely to be seriously prejudiced or otherwise
adversely affected or (y) that it would be contrary to generally accepted banking principles to allow such
Transaction(s) to remain outstanding.]
(xi) Capital Adequacy Requirement: The Tier-I Capital or Tier-II Capital of the party, such Capital being
computed and defined in accordance with the regulations or directions issued by the RBI or any other
relevant regulatory authority, falls below the minimum levels stipulated by the RBI or any other relevant
regulatory authority in such regulations or directions, as may be amended from time to time.
(xii) Material Adverse Change: A material adverse change in Party B’s business, operations, assets or
financial condition, where Party A has reasonable grounds to conclude (a) that the discharge of the
obligations of Party B under this Agreement or any Transaction(s) in accordance with its terms has been
or is likely to be seriously prejudiced or otherwise adversely affected or (b) that it would be contrary to
generally accepted banking principles to allow such Transaction(s) to remain outstanding.
(xiii) Obligations Pari Passu: The obligations of Party B to Party A under this Agreement ceases to be pari
passu with all other senior unsecured indebtedness of Party B, provided that debts accorded statutory
priority shall not be taken into consideration for these purposes.
(xiv) Breach of credit limit : Due to breach of the credit limit as determined by Party A for Party B and
intimated to Party B from time to time, (such breach may also be on account of market movements in
relation to the outstanding Transaction), or if there exists, in Party A’s opinion, any circumstances
requiring termination of any or all of the Transaction(s) (either in full or in part), including without
limitation (a) any change in the financial standing or constitution of Party B, (b) any default by Party B
in honouring any Margin requirements in the manner required under this Agreement, (c) the
Margin/other security provided by Party B to Party A becoming inadequate, or (d) any other similar
Page 7 of 18
event or condition which may, in Party A’s opinion, materially and adversely affect the ability of Party B
to fulfill its obligations under this Agreement in relation to any Transaction(s).
(xv) Deterioration in the value of security/Margin : If there is a material deterioration in the value of any
security/Margin (whether actual or reasonably anticipated) afforded to Party A under the Agreement or if
there should occur any event (including any action or proceeding initiated or threatened by any
regulatory or tax authority in any jurisdiction) that may prejudice any security provided to Party A or the
security interest thereon in favour of Party A (each determined by Party A in its sole discretion).
(xvi) Insolvency and other events:
(a) In respect of Party B when any application for intitiating corporate insolvency
resolutionprocess is presented as under sections 7,9 or 10 of the Insolvency and Bankruptcy
Code, 2016 (“IB Code”) and not rejected or dismissed within a period of 30 days; or
(b) Party B is declared as a ‘relief undertaking’ within the meaning of the term as defined in the
Maharashtra Relief Undertakings (Special Provisions) Act (the “MRU Act”) or any analogous
law applicable to Party B or any of the assets or undertakings of Party B, or Party B is otherwise
granted protection from its creditors or from enforcement of any monetary claims; or
(c) Party B has any notice issued to it or against it under the Securitisation and Reconstruction of
Financial Assets and Enforcement of Security Interest Act, 2002 (the “SARFAESI Act”) and
Party B fails to comply with the provisions of such notice within the period specified such that
the powers specified under Section 13(4) of the SARFAESI Act could be exercised against Party
B; or
(d) Party A determines that, Party B or any of the creditors or lenders of Party B seek to
restructure (by whatever name called) any portion of the obligations of Party B; or Party B seeks
to refer to or is referred to or a reference is sought to be made as regards Party B, by any of its
creditors or lenders, to any forum established for the purpose of restructuring debt including the
Corporate Debt Restructuring Cell, the nodal agency of the Corporate Debt Restructuring
Forum, a non-statutory mechanism set up under the aegis of the Reserve Bank of India or any
analogous or successor mechanism thereto whether or not statutory or voluntary in nature;
All references in this Agreement to the IB Code, the MRU Act, and the SARFAESI Act, or any
provision thereof shall be construed as meaning and including:
(i) any statutory modification, consolidation or re-enactment (whether before or after the date of
this Agreement) for the time being in force;
(ii) all statutory instruments or orders made pursuant to a statutory provision; and
(iii) any statutory provision or statutory instruments which are a consolidation, re-enactment or
modification thereof.
(i) Additional Condition Precedent: For the purposes of Section 2(a)(iii)(3), it shall be a condition precedent that
no Additional Termination Event with respect to such party shall have occurred and be continuing.
(j) Failure to Pay or Deliver. Section 5(a)(i) of this Agreement shall be modified by deleting the word ‘first’
(appearing in two places) and replacing it with ‘third’, in the third line.
(k) Bankruptcy:Section 5(a)(vii) of this Agreement shall be modified by deleting “15” appearing in sub sections
(4)(A)(II) and (7) thereof and replacing it with “30”
PART –2:Tax Representations
(a) Payer Tax Representations
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For the purpose of Sections 3(e) & 3 (f) of this Agreement, Party A and Party B makes the following
representation:-
Party A and Party B shall abide by the provisions of the Indian Income Tax Act (modified from time to time) as
may be applicable in relation to the payments to be made by the parties to each other.
(b) Payee Tax Representation –
For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations
specified below, if any:
(i) Party A is a banking company created or organized under the laws of India and is tax resident of India.
(ii) Party B is a ………………. created or organised under the laws of the ……………….and is tax resident
of India.
PART – 3: Agreement To Deliver Documents
For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver the following documents, as
applicable:-
(a) Tax forms, documents or certificates to be delivered are:-
Party required to deliver Form / Document / Certificate Date by which to be delivered

document
Party A and Party B Any form, document or certificate required or reasonably Whichever is earlier-
requested by the other party in order to allow the other party (i) reasonable demand by the
to make payments under this Agreementwithout any other party or;
deduction or withholding for or on account of any Tax or (ii) learning that the form or
with such deduction or withholding at a reduced rate. document is required.
Party A and Party B If any withholdings are effected; a certificate of deduction Within a period specified under
of tax at source in the relevant form as may be prescribed, applicable law or promptly upon
under applicable law. learning that such document is
required.
(b) Other documents to be delivered are:-
Party required to deliver Form/Document/Certificate Date by which to be delivered Covered by

document Section 3(d)
Representation
Party B Evidence of the authority, incumbency On execution of this Yes

and specimen signatures of each person Agreement and thereafter on
executing this Agreement including the the request of the other party.
Schedule or any Confirmation or any
other document on behalf of such Party in
connection with this Agreement.
Party B A certified true copy of the constitutional As and when required. Yes
documents such as Memorandum and
Articles of Association or if applicable,
any statute, rules or regulations under
which such party is incorporated
Party B Resolution of the Board of Directors of On execution of this Yes
Page 9 of 18
Party required to deliver Form/Document/Certificate Date by which to be delivered Covered by

document Section 3(d)
Representation
Party B authorising the execution of this Agreement and thereafter on

Agreement and any Confirmation the request of the other party.
hereunder.
Party B Quarterly reports and statements and As published on its website or Yes
Annual Audited Financial Statements if not available, as soon as
prepared in accordance with accounting practicable after execution of
principles that are generally accepted in this Agreement and also within
India. 180 days of the financial year
end.
Party B Letter addressed to Party A (in form and Upon execution of this Yes
substance satisfactory to Party A) from Agreement.
Party B’s legal counsel confirming Party
B’s legal capacity to enter into and
execute OTC Derivatives and FX
transactions.
Party B Letter addressed to Party A (in form and Upon execution of this Yes
substance satisfactory to Party A) from Agreement.
Party B’s Credit Support Provider
confirming Party B’s legal capacity to
enter into and execute OTC Derivatives
and FX transactions.
Party B Risk management policy of Party B and On execution of this Yes

a letter of representation from the Board Agreement
of directors of Party B confirming
compliance with its risk management
policy as required by the Reserve Bank of
India, specifying and delineating the
designation of the executives having the
authority to enter into any Transactions
and the corresponding monetary limit as
regards each such Transaction.
Party B Any information or documents required Promptly upon request. Yes

by either party to assist it comply with
applicable Indian regulations and/or
request by any Indian governmental or
regulatory authority, with regard to the
transactions contemplated in this
Agreement.
PART – 4: Miscellaneous
(a) Address for Notices. For the purpose of Section 12(a) of this Agreement:-
Address for notices or communications to Party A:

Page 10 of 18
Address :
Attention:
With a copy to
Address:
Attention:
Fax No. :
Tel. No. :
Addresses for notices or communication to Party B :-
Address:
Attention:
Mobile 91
Telephone: 91
(b) Process Agent. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Not Applicable.
Party B appoints as its Process Agent: Not Applicable.
(c) Offices. The provisions of Section 10(a) will apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10(b) of this Agreement:
Party A is a Multibranch Party and may act through any of the Offices specified in a relevant Confirmation as
agreed to between the parties.
Party B is not a Multibranch Party.If it is a Multibranch party, may act through any of its authorised offices in
India.
(e) Calculation Agent. The Calculation Agent is Party A unless otherwise specified in a confirmation in relation to
the relevant Transaction
(f) Credit Support Document:

(i) In relation to Party A: None.
(ii) In relation to Party B: Upon Party A’s request
(g) Credit Support Provider:-
Credit Support Provider means in relation to Party A:Not Applicable.
Credit Support Provider means in relation to Party B:Upon Party A’s request
(h) Governing Law and Jurisdiction.
This Agreement will be governed by and construed in accordance with Indian law.
Page 11 of 18
(i) Jurisdiction: Section 13(b) of the Agreement is deleted in its entirety and replaced with the following:
“With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this
Agreement ("Proceedings"), each party irrevocably:
(i) submits to the exclusive jurisdiction of tribunals and courts of competent jurisdiction in Mumbai; and
(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in
any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and
further waives the right to object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party.”
(j) “Affiliate” will have the meaning specified in section 14 of this Agreement.
Party A: For the purpose of this Agreement, Party A shall have no Affiliate.
Party B: Affiliates shall have the meaning specified in Section 14 of this Agreement.
(k) Absence of Litigation: For the purpose of Section 3(c):
“Specified Entity” means in relation to Party A: None.
“Specified Entity” means in relation to Party B: All Affiliates
(l) No Agency. The provisions of Section 3(g) will apply to this Agreement.
(m) Additional Representation will apply: For the purpose of Section 3 of this Agreement, the following will
each constitute an Additional Representation:
(A) Relationship Between Parties. Each party will be deemed to represent to the other party on the date on
which it enters into a Transaction that (other than in a written agreement between the parties that
expressly imposes affirmative obligations to the contrary for that Transaction):
(i) Non-Reliance. It is actingfor its own account, and has made its own independent decisions to
enter into that Transaction and as to whether that Transaction is appropriate or proper for it based
upon its own judgement and upon advice from such advisors as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as investment advice or as
a recommendation to enter into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that Transaction. No communication
(written or oral) received from the other party shall be deemed to be an assurance or guarantee as
to the expected results of that Transaction.
(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on
its own behalf of through independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the
risks of that Transaction including transactions of OTC derivatives, Structured Note or warrants
and has sought advice from professionals/experts in respect of such transactions wherever
necessary
(iii) Status of Parties. The parties are not acting as a fiduciaryor advisor to another in respect of
that Transaction.
(iv) Party B will be deemed to represent to Party A on the date on which it enters into a Transaction
that
Page 12 of 18
(A) Risk Management/Line of Business. This Agreement has been, and each Transaction hereunder
has been or will be, as the case may be, entered into for the purpose of managing its borrowings or
investments, hedging its underlying assets or liabilities and not for the purpose of speculation.
(B) Risk Management Policy.
It has
1. drawn up a risk management policy;
2. laid down clear guidelines for concluding the OTC derivative transactions; and
3. has institutionalized the arrangement for a periodical review of operations and annual
audit of OTC derivative transactions to verify compliance with any and all regulations
and directions issued by the RBI
(n) Recording of Conversations. Each party (i) consents to the electronic recording of telephone conversations
between the trading, marketing and other relevant personnel of the parties personnel employed by any Affiliate
acting on the party’s behalf and any third party acting on the party’s behalf in connection with this Agreement
or any potential Transaction; (ii) agrees to obtain any necessary consent of, and give any necessary notice of
such recording to, its relevant personnel and; (iii) agrees to the extent permitted by applicable law, that
recordings may be submitted and relied upon in evidence in any Proceedings.
(o) Netting of Payments. Either party may notify the other in writing, not less than one Local Business Day in
advance of one or more Scheduled Settlement Dates, that with regard to payments due on that date, Multiple
Transaction Payment Netting will apply. Except to the extent that such advance written notice shall have been
given, Multiple Transaction Payment Netting will not apply for purposes of Section 2(c) of this Agreement,
provided however, that for each of the following groups of Transactions, Party A and Party B hereby elect to
net payments of all amounts payable on the same day in the same currency (and through the same Office of
Party A and Party B) by specifying that Multiple Transaction Payment Netting will apply with respect to each
of the following groups of Transactions:
(i) FX Transactions entered into by the parties;
(ii) Currency Option Transactions entered into by the parties.
(iii) Commodity Option Transactions entered into by the parties (on a Commodity by Commodity basis to the
extent operationally feasible); and
(iv) Commodity Transactions other than Option Transactions (on a Commodity by Commodity basis to the extent
operationally feasible).
The starting date for the election commences upon entering the first Transaction under the Agreement with respect
to either of the above groups of Transactions.
PART – 5: Other Provisions
(a) Incorporation of 2002 ISDA Master Agreement Protocol. The parties agree that the definitions and provisions
contained in each of the Annexes to the 2002 ISDA Master Agreement Protocol published by the International
Swaps and Derivatives Association, Inc. (the “Protocol”) on 15th July 2003 are incorporated into and apply to
this Agreement as if the parties had adhered to the Protocol without amendment.
(b) Electronic Confirmations. Where a Transaction is confirmed by means of an electronic messaging system that
the Parties have elected to use to confirm such Transaction (i) such confirmation will constitute a “Confirmation”
as referred to in the this Agreement even where not so specified in the confirmation, (ii) such Confirmation will
supplement, form part of, and be subject to this Agreement (unless such Confirmation shall expressly state
otherwise).
(c) Currency Payments in Trust: If the parties are each required to make payments pursuant to Section 2(a) on the
same day in respect of a Transaction but the payments due to be made are in different currencies, the party that
receives the payment due to it first shall hold an amount equal to the payment it received in trust for the benefit of
the other party until that other party receives the corresponding payment due to it. The Parties have the right to
Page 13 of 18
commingle any payments received with its general funds. For the avoidance of doubt, nothing herein shall be
deemed to create a charge or other security interest over such payment.
(d) Consent to Disclosure: Each party consents to the communication or disclosure by the other party of information
in respect of or relating to this Agreement and any Transactions hereunder to such other party's branches,
subsidiaries and Affiliates provided any disclosure to an Affiliate is strictly made on a need to know basis and on
such Affiliate agreeing in writing to maintain confidentiality of the disclosures made to it and further provided that
the party so making disclosures to its Affiliates shall be liable to the other party for any breach committed by the
Affiliate of its obligation to maintain confidentiality; and, to the extent required by law or regulation, any
government or regulatory authority.
(e) Affected Parties in Termination Events: For purposes of Section 6(e) (Payments on Early Termination), both
Parties shall be deemed to be Affected Parties in connection with any Illegality or Tax Event, so that payments in
connection with early termination shall be calculated as provided in Section 6(e)(ii).
(f) Account details for payment in the Termination Currency:

Account for Payments to Party A: ______(to be provided prior to settlement of deal)
Account for payments to Party B: ______(to be provided prior to settlement of deal)
(g) Severability: In the event that any one or more of the provisions contained in this Agreement should be held
invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavour, in
good faith negotiations, to replace the invalid, illegal or unenforceable provisions with valid provisions, the
economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It
shall in particular be understood that this Severability clause shall not affect the "single agreement" concept of
Section 1(c) of this Agreement.
(h) Potential Event of Default. Subject to Section 2(a)(iii) of the Agreement, if an Event of Default or Potential
Event of Default has occurred and is continuing, and an Early Termination Date has not been designated by the
Non-defaulting Party, the Non-defaulting Party may, by written notice, specify that any or all Currency Options
being settled while such Event of Default or Potential Event of Default is continuing shall be settled in accordance
with Article 3, Section 3.7 of the FX and Currency Option Definitions and upon such notice becoming effective,
the Parties shall be deemed to have elected to have the specified Currency Options settle at the In-the-Money
Amount unless and until the Event of Default or Potential Event of Default is no longer continuing.
Scenario Analysis
Scenarios Net Profit/Loss
#
Party B likely to Pay to Party A
INR Notional Average Average Average Average INR Interest INR Average Fx INR Amount
Interest Base Rate Spread Fixed Rate Total Rate@
Period
Party B likely to Receive from Party A

INR Notional Average Average Average Average INR Interest INR Average Fx INR Amount
Interest Base Rate Spread Fixed Rate Total Rate
Period
Scenario A
Scenario B
Scenario C
Scenario D
Scenario E
@ Indicative USD INR Spot Exchange Rate prevailing 2 business days prior to every cash flow date
#The net Profit/Loss mentioned herein is from view point of Part B and is only indicative as per limited simulation and may not coincide completely with the
actual profit/loss, it could be higher or lower depending upon various market factors.
Assumptions made for above scenario analysis included but is not limited to following: For transactions having FX and/or Interest Rate Risk, the FX rate is
varied at+/-5%, +/-10% and/or Interest rate is varied at +/-10%,+/-20% along with other variation(s) to cover additional payoff(s)
Assumptions
This scenario analysis is subject to the following terms and conditions, as agreed between the parties:
Page 14 of 18
• It is based upon model assumptions you provide to us and should not necessarily be considered reflective of our opinion of these
assumptions;
• It reflects our use of proprietary internal models and/or third party models to determine estimated prices, values, spread levels, or other
variables based on your model assumptions, and we do not represent that these models are accurate or complete, or that they have been
calibrated for scenarios comparable to your assumptions, and they should not be relied upon as such, nor will we be under any obligation to
disclose to you confidential or proprietary information concerning such models; and
• It does not constitute a guarantee nor offer indemnification to you (or any other person) for losses, claims, damages, liabilities, costs or
expenses, direct or indirect, arising from your use of or reliance on the information contained in the analysis.
[ Client may provide any other Assumptions that it wants incorporated]
This scenario analysis is provided for illustrative purposes only. It does not represent actual termination or unwind prices that may be available to you. It does
not present all possible outcomes or describe all factors that may affect the value of the transaction.
If you have any questions or would like additional information, please contact [ ].
Sensitivity Analysis
In respect of the above deal done, Counterparty states that various risks of the transaction have been explained to us by the Bank and we
understand the key risks in the transaction.
Party B’s Obligations and Warranties

You represent and warrant to the Bank that
1 You have read, considered understood and accepted the documentation relating to derivative transactions including the Risk
Disclosure statement. In particular, you have understood the material terms and conditions governing and the inherent risks
associated with the transactions contemplated under the ISDA agreement executed by us. You are capable of fulfilling your
obligations under the Agreement and in relation to the Transaction.
2 You understand the nature of the risks inherent in these transactions and warrant that you have the necessary business, financial
operations, skill & sophistication, internal policies as well as risk appetite to enter into this transaction.
3 You have provided to us a Board Resolution which
a) explicitly mentions the limit assigned by you to us in respect to the present transactions.
b) mentions the names and designation of the officials of the company authorised to undertake particular derivative transactions
on behalf of the company.
c) specifies the names of the people to whom transactions should be reported by the bank. These personnel should be distinct
from those authorized to undertake the transactions.
d) mentions the names and designation of person(s) authorised to sign the ISDA and similar agreements;
e) mentions specific products that can be transacted by the designated officials named therein.
f) The Board resolution submitted by you is signed by a person other than the persons authorized to undertake the transactions.
4 You have full authority to enter into this transaction and have obtained all necessary internal approvals and consents (including,
without limitation, board resolution), if any, it requires to do so, and in doing so. You shall act in a manner consistent with the
constitutive documents.
5 You are a sophisticated investor who has familiarized itself with above terms and conditions and is entering into such
transactions for its hedging purposes and not as a speculative activity.
6 You have understood and analysed the impact of the proposed derivate transaction on yourself.
7 Your senior management is involved in decision-making and monitoring the derivates activity undertaken by your company.
The Purpose of the Transaction

Derivative transactions are typically entered into in connection with an underlying asset or liability for the purpose of reducing the risk or
to enhance yield through exposure to movements in rates indices, prices or values such as interest rates, currency exchange rates or
commodity prices. These transactions can have benefits for the users but they carry with them risks which should be understood.
Suitability
Page 15 of 18
Counterparty should consider the appropriateness of the derivative transactions in the light of its experience/Objectives. Counterparty
should ensure that it has the capacity to enter into derivative transactions by reference to the company’s constituting documents and to
laws and regulations applicable and that Party B has conferred authority (typically by resolution of the board of directors) on named
persons to enter into derivative transactions on the company’s behalf.
Documentation
Unless otherwise notified to you by the Bank, all derivative transactions will be subject to the International Swap and Derivative
Association 2002 Master Agreement (“ISDA Agreement”)
Disclaimer
"Potential counterparties should note that the amount of interest or foreign exchange they receive in this transaction might be subject to
changes in interest rates, forex rates, option volatility and other factors Under certain market conditions, the interest or foreign exchange
amount they would receive from the Bank could be zero while the amount they would pay to the Bank could be very high.”
“Counterparties could also face a significant unwinding loss if the transaction is terminated before maturity. The counterparty should
therefore carefully study the terms and conditions on its own AND seek independent financial and legal advice, if necessary’’
Declaration made by PARTY B
By countersigning this Confirmation the counterparty hereby represents/declares the following, which shall be deemed to be repeated on
each day until the maturity date of the transaction:
(i) that as on date until the date of the maturity of the transaction, the counterparty has and shall have the underlying exposure for which
this transaction has been entered into as a hedge and as on date there is no other hedge already in place for the said exposure and shall not
undertake any other hedge until the maturity date of the transaction for the said exposure.
(ii) That the outstanding notional principal amount of the Transaction does not exceed the Outstanding amount of the underlying
transaction throughout the life of this transaction and the underlying transaction which, the Counterparty seeks to hedge via this
Transaction.
(iii) That the notional principal amount of the Transaction does not exceed the outstanding amount of the underlying loan.
(iv) That maturity of the transaction (at any time) does not exceed the remaining maturity of the underlying loan.
(v) that the maturity of the hedge (this transaction) does not exceed the unexpired maturity of the underlying transaction (vi) that in case
this Transaction does not have any specific underlying and is being booked on past performance basis, booking of this transaction will
not result in the breach of the Counterparty’s aggregate past performance limits.
(vi) That in entering into this Transaction and performing its obligations there under. the Counterparty is and shall be in full compliance
with all applicable RBI/FEMA regulations and the counterparty shall do all acts and furnish to Party A all required documents in order to
ensure the compliance with such regulations.
(vii) The Counterparty hereby agrees that. without prejudice to any of the other rights of Party A, Party A shall be entitled to cancel this
Transaction prior to its maturity date (at the cost and expense of the Counterparty) in the event that any of the Counterparty’s declarations
made/undertakings furnished above are found to be untrue or are violated.
Acknowledgement and Confirmation of Transaction

We confirm that we have read, understood and accept the contents of this Confirmation and that we fully understand and are willing to
accept and assume the risks associated with the transaction, including but not limited to the risks highlighted in this Confirmation/ term-
sheet and in the general risk disclosure statement accompanying the confirmation. We also confirm that you are not advising us and have
not given us any assurance or guarantee as to the expected outcome of the transaction.
We confirm that we are entering into this transaction for the purpose of hedging our underlying exposure.
We confirm that you and we have entered into a transaction upon and subject to the terms and conditions set out in this term-sheet.
Page 16 of 18
Accepted and confirmed as of __________________________

For and on behalf of __________________________________
By: ____________________________________ By: ___________________________________

Name: _________________________________ Name: ________________________________
Title: Authorised Signatory of Bank/ Party A (Insert Designation) Title: Authorised Signatory of Counterparty/ Party B (Insert
Designation)
__________________________________________________________________________________
Conditions Apply
This final Confirmation is provided to you on a confidential basis.
This Confirmation is provided to you on the understanding that (i) you have sufficient knowledge, experience, and professional advice to
make your own evaluation of the merits and risks of a transaction of this type and (ii) you are not relying on us or on any of our affiliates
for information, advice or recommendations of any sort. You should enter into a transaction only if you fully understand the nature of the
transaction, any applicable margin requirements and the nature and extent of your exposure to risk and to loss as well as the legal, tax,
accounting or other material characterizations and consequences of the transaction. You should carefully consider whether and be
satisfied that the transaction is appropriate for you in the light of your objectives, experience, financial position, risk management and
operational resources and other relevant circumstances. In case of doubt, you should consult your own professional advisers.
With respect to capacity, you should be aware that we are at all times, acting as an arm’s length counterparty, and not as your financial
adviser or fiduciary. You agree that you will not rely on any communication (written or oral) from us as financial advice or as a
recommendation to enter into a transaction, and that you understand that information and explanations relating to the terms and
conditions of a transaction shall not be considered financial advice or a recommendation to enter into that transaction or as an
assurance or guarantee as to the expected results of that transaction.
Although the information contained herein is believed to be reliable, we make no representation as to the accuracy or completeness of
any information contained herein or otherwise provided by us. This Confirmation does not purport to identify all the risks (direct or
indirect) or other material considerations which may be associated with you entering into the transaction.
The transaction may be subject to the risk of loss of the entire principal or notional amount of the transaction, the risk that your
counterparty will fail to perform obligations when due and/or given that the transaction is or may be linked to the credit of one or more
entities, the deterioration of the credit of any of these entities may result in the loss of your principal or notional amount. Further, the
transaction may leverage exposures to currency exchange rates, interest rates, indices or the prices of certain securities and, as a result,
any changes in the value of the underlying securities, currency exchange rates, interest rates, indices or prices may cause proportionally
greater (positive and negative) movements in the value of the transaction, pose convexity or gamma risk, volatility risk, time decay
(theta) risk, basis risk, correlation risk, amortisation risk and/or prepayment risk, any or all of which may affect the payments received or
made by you and could result in loss to you.
This term sheet is for indicative purposes only, and is neither meant to be, nor should it be construed as, an attempt to define all of the
terms and conditions regarding a proposed derivative transaction or all risks or material considerations which may be associated
therewith.
This document does not Constitute an offer, or an invitation to offer, advertisement, invitation or a recommendation by Party A to the
Counterparty or any other person or persons to enter into an agreement to acquire, dispose of or subscribe for Securities or any form of
commitment to enter into any transaction in relation to the subject matter of the term sheet. Party A does not make any representation or
warranty as to the completeness or accuracy of the information Contained in this document and accepts no liability whatsoever with
respect to the use of this document or its Contents.
This term sheet also does not contain or constitute any investment advice to the counterparty. Party A is acting as principal and not as
the counterparty’s financial adviser or in a fiduciary capacity in respect of this proposed transaction with the counterparty unless
otherwise expressly agreed by Party A in writing, Accordingly, this document does not have regard to the specific investment objectives,
financial situation and the particular needs of any specific person who may receive this document and does not constitute investment,
legal. accounting or tax advice, or representation, that any investment is suitable or appropriate to any specific person’s Individual
circumstances or otherwise Constitute a personal recommendation to any specific person.
Without prejudice to any of the other rights of Party A, Party A shall be entitled to cancel/ terminate this Transaction at any time (at the
cost and expense of the Counter Party), in the event that (i)the declarations made by the Counter Party are found to be untrue or have
Page 17 of 18
been violated or (ii) notional principal amount of the Transaction exceeds the outstanding amount of the underlying loan or(iii) the
maturity of the Transaction exceeds the remaining maturity of the underlying loan.
The information herein is not to be taken in Substitution for the exercise of judgment by the Counterparty who may obtain separate
investment, legal accounting, tax or financial advice. Before entering into any transaction, the counterparty may take steps to that the
counterparty understands the transaction and risks, thereof and has made an independent assessment of the appropriateness of the
transaction in the light of the counterparty’s own Specific investment objectives, financial situation and particular needs and
circumstances, including the possible risks and benefits of entering into such transaction.
In particular, the counterparty may seek advice from a licensed or exempt financial adviser or make such independent investigations, as
he/she/they Considers/consider necessary or appropriate for such purposes. Party A, its related companies, their directors and/or
employees may have interests or positions in, and may affect transactions in the underlying product(s) mentioned in this document. an
offer, if any, may be made a, a later date and is subject to mutually acceptable legal documentation, due diligence, internal approvals
and market conditions.
We, and/or our affiliates, may hold, or trade, or act as market-maker, in any securities or other financial instruments mentioned in this
Confirmation or related derivatives. We, and/or our affiliates conduct many businesses and activities that may relate to issuers
mentioned in this Confirmation and may provide broking, banking and other financial services to such issuers. We may also undertake
hedging transactions related to the initiation or termination of the transaction with you that may adversely affect the market price, rate,
index or other market factor(s) underlying such transaction and consequently the value of such transaction
Page 18 of 18

Finalised Interest Rate Swaps Confirmation

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Finalised Interest Rate Swaps Confirmation

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Heading for Letter Agreement

[Letterhead of the Bank (PARTY A)]

Termination Date: [ ] [, subject to adjustment in accordance with

Fixed Rate Payer: [Bank/ Counterparty]

Fixed Rate Payer Currency Amount: [ ]

Fixed Amount [or Fixed Rate and Fixed Rate [ ]

Floating Rate Payer: [Bank/ Counterparty]

Floating Rate Payer Currency Amount: [ ]

Floating Rate Payer Period End Dates:

[Floating Rate for initial Calculation Period:]1 [ ]

Floating Rate Option:

Spread: [Plus/Minus %] [None]

Floating Rate Day Count Fraction: [ ]

Reset Date: First day of each Calculation Period

[Rate Cut-off Dates:] [ ]

[Method of Averaging:] [Unweighted/Weighted Average]

Discount Rate Day Count Fraction:] [ ]

Final Exchange Date: Termination Date

The Bank Final Exchange Amount: [ ]

Counterparty Final Exchange Amount:] [ ]

Calculation Agent: The Bank

For the avoidance of doubt, such adjustments shall not

Business Day (as defined in the FX [ ]

Business Day (as defined in the 2000 [ [and] ]

Account(s) for payments to the Bank: [ ]

Account(s) for payments to the Counterparty: [ ]

(a) The Office of the Bank for the Transaction is [ ]; and

(b) The Office of Counterparty for the Transaction is [ ].

Documentation: 2002 ISDA Master Agreement and Confirmation

Other Conditions Based on Internal Bank approvals

Section 5(a) (v) None

and in relation to Party B for the purpose of:-

Section 5(a)(v) All Affiliates

Subject to the following proviso being inserted at the end thereof:

“Threshold Amount” means:

For Party A: Not applicable

For Party B: _________

(g) Additional Termination Event – Will apply with respect to:-

(xvi) Insolvency and other events:

PART –2:Tax Representations

(a) Payer Tax Representations

(b) Payee Tax Representation –

PART – 3: Agreement To Deliver Documents

(a) Tax forms, documents or certificates to be delivered are:-

Party required to deliver Form / Document / Certificate Date by which to be delivered

(b) Other documents to be delivered are:-

Party required to deliver Form/Document/Certificate Date by which to be delivered Covered by

Party B Evidence of the authority, incumbency On execution of this Yes

Party required to deliver Form/Document/Certificate Date by which to be delivered Covered by

Party B authorising the execution of this Agreement and thereafter on

Party B Risk management policy of Party B and On execution of this Yes

Party B Any information or documents required Promptly upon request. Yes

Address for notices or communications to Party A:

Addresses for notices or communication to Party B :-

Party A appoints as its Process Agent: Not Applicable.

Party B appoints as its Process Agent: Not Applicable.

(f) Credit Support Document:

(g) Credit Support Provider:-

Credit Support Provider means in relation to Party A:Not Applicable.

(h) Governing Law and Jurisdiction.

(k) Absence of Litigation: For the purpose of Section 3(c):

“Specified Entity” means in relation to Party A: None.

“Specified Entity” means in relation to Party B: All Affiliates

By: __ By: _