facility agreement by XvkK39d

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                                               FACILITY AGREEMENT
                                             (CONSORTIUM TERM LOAN)



                                                       BETWEEN


                                            [ Insert the name of the Borrower ]


                                                          AND


                                              1
                                               [  ] BANK CONSORTIUM




1
    Incorporate the name of the lead bank



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                                       FACILITY AGREEMENT
                                     (CONSORITUM TERM LOAN)

THIS AGREEMENT is made on the [  ] of [  ], Two Thousand and [            ] between the
Borrower (as defined hereinafter) of the FIRST PART

                                              AND

[  ], a body corporate constituted under the Banking Companies (Acquisition and Transfer
of Undertakings) Act, 1970 and having its Head / Registered Office at [  ] and a branch
office amongst other places at [  ] (“A Bank”) of the SECOND PART

                                              AND

[  ], a body corporate constituted under the Banking Companies (Acquisition and Transfer
of Undertakings) Act, 1970 and having its Head / Registered Office at [  ] and a branch
office amongst other places at [  ] (“B Bank”) of the THIRD PART

                                              AND
[  ], a body corporate constituted under the Banking Companies (Acquisition and Transfer
of Undertakings) Act, 1970 and having its Head / Registered Office at [  ] and a branch
office amongst other places at [  ] (“C Bank”) of the FOURTH PART

                                              AND


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[  ], a public limited company incorporated under the Companies Act, 1956 and a banking
company within the meaning of the Banking Regulation Act, 1949 and having its Registered
Office at [  ] and corporate office at [  ] and a branch office amongst other places at [ 
] (“D Bank”) of the FIFTH PART

                                               AND

[  ], a body corporate constituted under the Banking Companies (Acquisition and Transfer
of Undertakings) Act, 1970 and having its Head / Registered Office at [  ] and a branch
office amongst other places at [  ] (the “Lead Bank”, which expression shall, unless it be
repugnant to the subject or context thereof, include its successors and assigns) of the SIXTH
PART.

                                             ARTICLE I
                                     DEFINITIONS & CONSORTIUM

1.1 In this Agreement and the General Conditions, unless there is anything repugnant to the
subject or context thereof, the expressions listed below shall have the following meanings
viz.:

“Borrower” means the person(s) named in Schedule I hereto and, unless it be repugnant to
the subject or as the context may permit or require, includes :
(i) in the case of a company/society/body corporate, its successors and permitted assigns;
(ii) in the case of a partnership firm, any or each of the partners and survivor(s) of them and
the partners from time to time (both in their personal capacity and as partners of the firm) and
their respective heirs, legal representatives, executors, administrators and permitted assigns,
successors of the firm;
(iii) in the case of a proprietary concern, the proprietor(ess) (both in his/her personal capacity
and as proprietor(ess) of the concern) and his/her heirs, legal representatives, executors,
administrators and permitted assigns, successors of the concern;
(iv) in the case of a HUF, the Karta of the HUF and any or each of the adult members/
coparceners of the HUF and the survivor(s) of them and their respective heirs, legal
representatives, executors, administrators and permitted assigns, successors;
(v) in the case of an individual, his/her heirs, legal representatives, executors, administrators
and permitted assigns;
(vi) in the case of a trust with individuals as trustees, the trustee(s) for the time being, its
successors and permitted assigns.
Reference to the “Borrower” shall, in case there is more than one borrower, mean, as the
subject or context may permit, each of them or any one or more of them.

“General Conditions” means the GENERAL CONDITIONS (07-VI) AS APPLICABLE
TO CONSORTIUM TERM LOAN and duly registered on the [  ] day of [  ], 2007 with
the Sub-Registrar of Assurances, New Delhi vide registration no. [  ] in Book No. IV, Vol.
No. [  ] from pages [  ] to [  ], a copy of which is also available on the website of
IBA. The General Conditions shall be deemed to form part of this Agreement and shall be
read as if they are specifically incorporated herein. To the extent of any inconsistency or
repugnancy, the contents of this Agreement shall prevail to all intents and purposes.




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“Lenders” or “Consortium of Lenders” means collectively, A Bank, B Bank, C Bank and
D Bank; the expression “Lenders” or the “Consortium of Lenders” shall, unless it be
repugnant to the subject or context thereof, include each of them or any one or more of them
and their respective successors, transferees, novatees, assigns. For the sake of clarity, it is
hereby agreed that the expression “Lenders” shall not include the Lead Bank in its capacity as
such lead bank.

All capitalised terms used but not defined in this Agreement shall have the respective
meanings assigned to them under the General Conditions.

1.2     By consent of all the parties hereto, the Lead Bank is designated and recognized as the
lead bank of the Consortium of Lenders. If [●] is removed or cannot or does not want to act
as ‘lead bank’, the Lenders shall be entitled to designate and recognize one of the Lenders as
the ‘lead bank’ and from the date of such designation and recognition, such Lender will be
treated as the Lead Bank. If the Consortium of Lenders is increased or decreased from time
to time by adding or dropping of one or more banks or is changed by substitution of one bank
by another during the currency of this Agreement, then the Consortium of Lenders shall stand
reconstituted and the provisions of this Agreement and the other Transaction Documents will
be available to the reconstituted Consortium of Lenders and the term the “Lenders” or
“Consortium of Lenders” shall mean and be deemed to always include such reconstituted
Consortium of Lenders.

1.3     Failure of any one or more of the Lenders to perform / exercise its or their obligations
/ rights respectively in respect of their respective Facility shall not relieve or absolve the
Borrower of its obligations.

                                       ARTICLE II
                            AMOUNT AND TERMS OF THE FACILITY

2.1     AMOUNT
The Borrower agrees to borrow from the Lenders and the Lenders agree to lend to the
Borrower rupee term loans (the “Facility”, which expression shall as the context may permit
or require, mean any or each of the Facility of the respective Lenders, or so much thereof as
may be outstanding from time to time) upto amounts in the aggregate not exceeding Rs. [  ]
lacs (Rupees [  ] ), on the terms and conditions contained herein, in the letters of sanction /
credit arrangement letters more particularly detailed in Schedule I hereto, in the relative
security documents, the General Conditions, for the purpose of [  ]. The amount of loan /
proportion of the respective Facility agreed to be provided by each of the Lenders is as
indicated in Schedule I hereto. The aforesaid letters of sanction / credit arrangement letters
shall be read in conjunction with the provisions of this Agreement and in the event of any
inconsistency in the terms of the aforesaid letters of sanction / credit arrangement letters, the
provisions of this Agreement and the General Conditions will, unless otherwise specifically
stated in the letters of sanction / credit arrangement letters, prevail for all intents and
purposes.




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2.2     REPAYMENT AND INTEREST
2
  (a)   The Borrower shall repay the principal amounts of the Facility in accordance with the
repayment schedule set forth in Schedule III hereto.
(b)     If, for any reason, the amount finally disbursed by the Lenders out of the Facility is
less than the amount specified in Schedule I hereto, the installments of repayment of the
Facility shall stand reduced proportionately but shall be, unless otherwise agreed to by the
Lenders, payable on the same dates as specified in the repayment schedule set forth in
Schedule III hereto.
(c)     The Borrower shall pay to the Lenders interest at the Applicable Interest Rate(s) on
the principal amount of the respective Facility outstanding from time to time, monthly in each
year on the Interest Payment Date.
3
  (d) Provided, however, during the implementation period of the Facility, the interest on
the principal amount of the Facility shall be accumulated 4and the accumulated amount shall
be payable alongwith the first instalment of the principal amount of the Facility OR and the
accumulated amount shall be adjusted out of the final disbursement amount under the
Facility.
                                              OR

 (a)    The Borrower shall repay the principal amounts of the Facility and interest at the
Applicable Interest Rate(s) on the principal amount of the respective Facility outstanding
from time to time, in EMI in accordance with and on the dates specified in the schedule set
forth in Schedule III hereto.
(b)     The EMIs shall be calculated on the basis of monthly rests and the Lenders shall be
entitled to vary/modify the EMI (either by way of increase of the amount of one or more
instalment/s or period of repayment or otherwise) in the event of changes to the interest rate
on the Facility / the amount finally disbursed by the Lenders out of the Facility is less than
the amount specified in Schedule I hereto.
5
  (c)   Provided, however, during the implementation period of the Facility, the interest on
the principal amount of the Facility shall be accumulated 6and the accumulated amount shall
be payable alongwith the first EMI OR the accumulated amount shall be adjusted out of the
final disbursement amount under the Facility.

2.3     ADDITIONAL INTEREST - SECURITY
7
  (i)   The Lenders may, at their sole discretion, make disbursements out of the respective
Facility pending creation of security as specified in Article III hereof in favour of the
Lenders/the Lenders’ security trustee. In such event, the disbursements made by the Lenders
shall carry additional interest at the rate of [  ] % per annum calculated from the date(s) of
disbursement of the first tranche of the respective Facility, till creation of such security.
Provided however nothing contained hereinabove shall affect the obligation of the Borrower
to create security as specified in Article III hereof.

                                                     OR




2
  Select whichever is applicable
3
  Check sanction terms -- Delete if not applicable
4
  Delete whichever is not applicable
5
  Check sanction terms -- Delete if not applicable
6
  Delete whichever is not applicable
7
  Delete whichever is not applicable



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(i)     In the event the security as stipulated in Article III hereof is not created in favour of
the Lenders/the Lenders’ security trustee within a period of [  ] months from the date of this
Agreement or such other extended period as may be permitted by the Lenders, the
disbursements made by the Lenders pending creation of such full and final security shall
additional interest at the rate of [  ] % per annum calculated 8from the date(s) of
disbursement of the first tranche of the respective Facility till creation of such security OR
from the expiry of the aforesaid period, till creation of such security.
Provided however nothing contained hereinabove shall affect the obligation of the Borrower
to create security as specified in Article III hereof.

(ii) The Lenders may, at the request of the Borrower and at their sole discretion, permit
creation of security as specified in Article III hereof, in favour of the Lenders/the Lenders’
security trustee, pending compliance of all such formalities as may be necessary or required
for the said purpose. In such event :
(1) the Borrower shall comply/ensure compliance with such formalities to the satisfaction of
the Lenders/the Lenders’ security trustee within a period of [  ] months from the date of this
Agreement; and
(2) the disbursements made by the Lenders pending compliance of such formalities shall
carry additional interest at the rate of [  ] % per annum calculated from the date of
disbursement of the first tranche of the respective Facility till such time all such formalities
are complied with to the satisfaction of the Lenders/the Lenders’ security trustee and
documents in evidence thereof are delivered to Lenders/the Lenders’ security trustee.

(iii) The Lenders may, at their sole discretion, charge interest on the respective Facility at
the weighted average rate of interest on the disbursements made out of the respective Facility.
For the purpose of this clause "weighted average rate" means the weighted mean of the rates
of interest applicable to the disbursements under the respective Facility.
9
 2.4      FRONT END / UPFRONT FEE
The Borrower shall pay to each of the Lenders non-refundable front end / upfront fee at the
rate of [  ] % of the respective Facility 10on or before the execution of this Agreement OR
[  ] (fill up date).

2.5    LAST DATE OF DRAWAL
Unless the Lenders otherwise agree, the right to make drawals from the Facility shall cease
on [  ] (the “Last Date of Drawal”).

2.6     PROJECT COST AND FINANCING PLAN
(a)     The Borrower shall implement the Project within the overall Project Cost and in
accordance with the Financing Plan both as agreed to between the Borrower and the Lenders
and set out in Schedule II hereto and shall commence commercial operation of the Project on
or before [  ] (the “Completion Date").
(b)     Notwithstanding anything to the contrary contained in this Agreement, the Borrower
agrees that during the implementation period of the Project, the Facility shall be repayable by
the Borrower on demand being made by the Lenders at any time.



8
  Delete whichever is not applicable
9
  Please fill in details as per terms of sanction
10
   Delete whichever is not applicable



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(c)     The Borrower agrees that the Lenders shall have the right to conduct a review of the
Project at any time, during implementation, and before completion, of the Project. The
Borrower agrees that:
If as a result of such review, the Lenders determine that the Borrower has implemented/is
likely to implement the Project within the Project Cost and in accordance with the Financing
Plan and has commenced/is likely to commence commercial operation by the Completion
Date, then the Borrower shall repay the principal amounts of the Facility on the dates set out
in the repayment schedule as set out in Schedule III hereto or such other date as may be
specified by the Lenders.
If, however, as a result of such review the Lenders determine that the Borrower has not
implemented/nor is likely to implement the Project within the Project Cost and/or in
accordance with the Financing Plan and/or the Borrower has not commenced/nor is likely to
commence commercial operation by the Completion Date, the Lenders shall have the right to
revise the repayment schedule as set out in Schedule III hereto and stipulate such additional
conditions as the Lenders may, in their absolute discretion, deem fit and to require the
Borrower to take such other measures as may be stipulated by the Lenders in the light of the
revised cost of the Project/means of financing/date of commencement of commercial
operation. Unless otherwise agreed to by the Lenders, the Facility would continue to be
repayable on demand until the Borrower complies with the stipulated terms and conditions to
the satisfaction of the Lenders and commences commercial operation. Upon such compliance
of the conditions and commencement of commercial operation, the Borrower shall repay the
Facility in accordance with the repayment schedule as may be stipulated by the Lenders,
which repayment schedule shall be final and binding on the Borrower.

2.7     COMMITMENT CHARGES
The Borrower shall pay to the Lenders commitment charges at the rate and in the manner
specified in Schedule III hereto, on the Interest Payment Dates. The commitment charges are
payable irrespective of the fact that the Facility are ultimately cancelled or not availed of for
any reason whatsoever. In the event of such cancellation, the commitment charges in respect
of the Facility or any part thereof which has been cancelled shall cease to accrue from the day
that the request for cancellation is processed by the Lenders. For the purpose of convenience,
the commitment charges may, at sole discretion of the Lenders, be charged on the respective
Facility at a weighted average rate of commitment charge. For the purpose of this clause
"weighted average rate" means the weighted mean of the rates of commitment charge
applicable to the Facility.

2.8     NOTICE OF DRAWAL
The Borrower shall furnish to the Lenders an irrevocable notice of drawal not more than 45
nor less than 30 Business Days before each draw down date, which draw down date should
be a Business Day.

2.9    GENERAL CONDITIONS
The Borrower confirms having received a copy of the General Conditions and confirms
having read and understood the General Conditions.

2.10 SPECIAL CONDITIONS
In addition to the other terms and conditions stated in this Agreement, the General Conditions
and the other Transaction Documents, the Borrower shall also comply with the terms and
conditions specified in Schedule IV hereto.



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2.11 EFFECTIVE DATE
This Agreement shall become binding on the Borrower and the Lenders on and from the date
first above written. It shall be in full force and effect till all the monies due and payable by
the Borrower under this Agreement and the other Transaction Documents are fully paid off to
the satisfaction of the Lenders.
                                         11
                                            ARTICLE III
                                            SECURITY

3.1            SECURITY FOR THE FACILITY
(A)     The Facility together with all interest, all fees, commitment charges, costs, charges,
expenses and other monies whatsoever stipulated in or payable under this Agreement and the
other Transaction Documents shall be secured by :
             12
(i)             a first mortgage / charge on all the immoveable and moveable properties of the
Borrower / [  ] OR a first mortgage / charge on the immoveable and moveable properties
relating to the Project OR a first mortgage / charge on the immoveable and moveable
properties of the Borrower / [  ] situate at [  ] OR a first charge on all the moveable
properties of the Borrower / [  ] OR a first charge on all the moveable properties of the
Borrower / [  ] situate at [  ];
(ii)   a first mortgage / charge / assignment by way of security on / of the right, title, interest
of the Borrower / [  ] in the Project Documents / [  ];
(iii)     a first mortgage / charge on the receivables (the “Receivables”) arising under the
Project Documents / [  ];
(iv)      a first mortgage / charge on the bank account(s) held by the Borrower / [  ] in
relation to the Project / [  ].

The Borrower and / or [  ] are hereinafter referred to as the “security provider”.

The security as stated above shall be created in favour of the Lenders/the Lenders’ security
trustee, in a form and manner satisfactory to the Lenders/the Lenders’ security trustee, 13and
shall :
(i)     be subject to the prior charges created/to be created in favour of the security
provider’s bankers on the security provider’s stocks of raw materials, semi-finished and
finished goods, consumable stores, book debts and such other moveables as may be agreed to
by the Lenders for securing the borrowings for working capital requirements in the ordinary
course of business.
(ii)    rank pari passu with :
14
     []
(iii)      rank prior to the mortgage / charge created / to be created in favour of :
[  ] for its [  ] facility.

The security will be created in favour of the Lenders or security trustee, as required by the
Lenders, in a form and manner acceptable to the Lenders / the security trustee. For such
security which is to be created in favour of a security trustee, the Borrower shall appoint
such entity as security trustee as is acceptable to the Lenders and shall comply with all terms
and conditions as may be specified by such security trustee. The Borrower shall make

11
   delete if not provided for in sanction terms; if applicable, the details of security should be as per terms of sanction
12
   delete whichever is not applicable
13
   delete if not applicable
14
   provide the details of the other lenders / bankers (excluding this particular consortium) with whom the charge would rank pari passu



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payment of all such costs, charges, expenses, remuneration / fees to the aforesaid security
trustee as may be specified by the security trustee.

(B)     The security provider shall make out a good and marketable title to its properties to be
mortgaged to the Lenders/the Lenders’ security trustee and comply with all such formalities
as may be necessary or required for the said purpose. In case the Borrower is a company, the
particulars of charges shall be filed with the Registrar of Companies within the period
prescribed by law.

(C)    The security provider shall furnish a list of the assets as also valuation report(s) in
respect of the properties which are required to be secured in terms of this Agreement in
favour of the Lenders / the Lenders’ security trustee.

3.2      CREATION OF ADDITIONAL SECURITY
If, at any time during the subsistence of this Agreement, the Lenders are of the opinion that
the security provided for the Facility has become inadequate to cover the Facility then
outstanding, then, on the Lenders advising the Borrower to that effect, the Borrower shall
procure, provide and furnish to the Lenders, to the satisfaction of the Lenders such additional
security as may be acceptable to the Lenders to cover such deficiency.
15
  3.3 ACQUISITION OF ADDITIONAL IMMOVABLE PROPERTIES
So long as any monies remain due and outstanding to the Lenders under this Agreement
and/or the other Transaction Documents, the Borrower shall notify the Lenders in writing of
all its acquisitions of immovable and as soon as practicable thereafter to make out a
marketable title to the satisfaction of the Lenders/the Lenders’ security trustee and mortgage
the same in favour of the Lenders/the Lenders’ security trustee in such form and manner as
may be decided by the Lenders/the Lenders’ security trustee.

3.4     GUARANTEE
(a)     The Borrower shall procure and furnish to the Lenders before any disbursement by
the Lenders under the Facility, irrevocable and unconditional 16joint and several guarantee
from [  ] (the “Guarantors”) in favour of the Lenders for the due repayment / payment of
the Facility, all interest thereon and other monies payable by the Borrower in respect of the
Facility, in a form prescribed by the Lenders. The Borrower shall not pay any guarantee
commission to the Guarantors.

(b)    The Borrower shall ensure that the Guarantors observe all the covenants, terms,
conditions, restrictions and prohibitions of the guarantee(s) and agrees that any violation of
the same by the Guarantors shall constitute an Event of Default under this Agreement and the
Lenders shall be at liberty to recall the Facility and enforce the rights and remedies available
to them under the Transaction Documents or otherwise.




15
   applicable when the terms of sanction stipulate security on all immoveable properties or immoveable properties relating to the Project –
delete if not applicable
16
   delete if not applicable



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                                  SCHEDULE - I
                DETAILS OF THE BORROWER AND AMOUNT OF FACILITY

1A.     NAME AND OTHER DETAILS OF THE BORROWER
Name of the company /
partnership firm / proprietary
concern / HUF / society /
trust
Names of all partners / Karta
and all adult coparceners /
members / proprietor(ess)
Name(s) of the authorised
signatory(ies)
Address where notice is to be
sent to
Fax No/s.
E-mail id
Phone No/s.
Attn: Mr./Ms.


1B.   ADDRESS WHERE NOTICE IS TO BE SENT TO THE LENDERS & THE
LEAD BANK
Names of the Lenders Address where notice is to be sent to
A Bank               Fax No/s.:
                     Attn: Mr./Ms.: _________________, Designation:___________
B Bank               Fax No/s.:
                     Attn: Mr./Ms.: _________________, Designation:___________
C Bank               Fax No/s.:
                     Attn: Mr./Ms.: _________________, Designation:___________
D Bank               Fax No/s.:
                     Attn: Mr./Ms.: _________________, Designation:___________
Lead Bank            Fax No/s.:
                     Attn: Mr./Ms.: _________________, Designation:___________


2.      AMOUNT OF THE FACILITY
Names     of  the Amount of the Facility (Rs in Dates of letters of sanction / credit
Lenders           lacs)                         arrangement letters
A Bank
B Bank
C Bank
D Bank
Total :




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                                               SCHEDULE – II

                                                 PART A
                                               THE PROJECT



                                                  PART B
                                      PROJECT COST AND FINANCING PLAN



                                  SCHEDULE - III
           17
                REPAYMENT SCHEDULE, INTEREST PAYMENT DATES & RATE OF
                                     INTEREST

Names of the Due Dates for Instalment                    Principal      Applicable Interest
Lenders      payment    of of principal                  amount of      Interest   Payment Dates
             principal     amount of                     the Facility   Rate (%
             amount of the the Facility                  outstanding    p.a.)
             Facility      (Rs.)                         after   each
                                                         payment
                                                         (Rs.)
A Bank
B Bank
C Bank
D Bank

                                                    OR

Names of the Due Dates for EMI                           Principal    Interest      Applicable
Lenders      payment    of amount                        amount       amount        Interest Rate
             EMI           (Rs.)                         comprised    comprised in (% p.a.)
                                                         in     the   the EMI (Rs.)
                                                         EMI (Rs.)
A Bank
B Bank
C Bank
D Bank




17
     to be as per terms of sanction



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                                          COMMITMENT CHARGES
                                                   18                              19
 Names of the                  Percentage rate          Calculated from and             Commitment
   Lenders                     per annum plus               ending on                   Charges on
                               applicable taxes
                                 and/or other
                               statutory levies
A Bank                                            Eg.: From the date of this   Eg.: on the undisbursed
                                                  Agreement and ending on      / undrawn amounts of
                                                  the Last Date of Drawal      the respective Facility
B Bank
C Bank
D Bank

                                         MAXIMUM LENDING RATE

                    Names of the Lenders                           Percentage rate per annum
A Bank
B Bank
C Bank
D Bank

         DEFAULT INTEREST RATES ON EXCESS DRAWINGS, IRREGULARITY,
              DELAY IN SUBMISSION OF AUDITED ACCOUNTS, ETC.

                    Names of the Lenders                    Percentage rate per annum (referred to in
                                                                    the General Conditions)
A Bank
B Bank
C Bank
D Bank




18
     to be as per terms of sanction
19
     to be as per terms of sanction



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                                                         SCHEDULE - IV
                                                  20
                                                       SPECIAL CONDITIONS
21
  (a) BANK ACCOUNT
(i)       All disbursements under the Facility shall be made by the Lenders in a retention
account to be established with [  ] Bank or such other scheduled bank (the “said bank”) as
may be approved by the Lead Bank, the payments from which account shall be subject to
verification by any person authorized in this behalf by the said bank. The Borrower shall also
obtain and furnish to the Lead Bank a letter (in a form approved by the Lenders) from the
said bank forgoing its right of set-off or lien in respect of such retention account;
(ii) All the cash-flows of the Borrower shall be deposited into the retention account referred
to in sub-clause (i) above and shall be appropriated in the manner and in the order of priority
as approved by the Lenders and which would be laid out in an agreement to be entered into,
inter alia, between the Borrower, the Lenders and the said bank. The said agreement would,
inter alia, authorize the said bank to furnish to the Lenders, as and when required by it,
certified true copy of the said account with details for verification by the Lenders, at the
expense of the Borrower.
(iii) All payments to the Lenders shall be credited / made by the Borrower in the aforesaid
retention account; the Lead Bank will distribute the aforesaid amounts and the Lenders shall
be entitled to appropriate such payments, in a manner as may be decided by the Lenders.
(iv)     The Borrower shall not transfer the Facility or any portion thereof or any other monies
from the aforesaid retention account for being kept in call or otherwise than as permitted in
the said agreement and without obtaining the approval of the Lenders.

(b)    SECURITY COVER
Unless otherwise permitted by the Lenders, the Borrower shall maintain a minimum Security
Cover of 22[  ] during the currency of the Facility.

(c) FIRST CHARGE / RIGHTS ON PROFITS OF THE BORROWER
The Lenders will have a first charge / rights on the profits of the Borrower, after provision for
taxation and dividend where applicable, to the extent of amounts of the Facility and all other
monies payable by the Borrower to the Lenders in respect thereof.

(d) OTHER CONDITIONS
23
   (1) The Borrower shall ensure that the tripartite agreement with [  ] and [  ], the owner
of the land on which the Project will be located, shall, inter-alia, provide for:
       i)       Construction and civil works involved with the Project to be undertaken by [
        ] (the “Construction Contractor”);
       ii)      Transfer of the entire land required for the Project from the owner to the
       Borrower, and further giving the Borrower a right to mortgage the land to the
       Lenders/the Lenders’ security trustee.




20
   the special conditions to be incorporated in this Schedule will be such of those conditions which are stipulated in the terms of
sanction
21
   this particular clause could be applicable in certain types of financing eg. project financing and not other cases; delete if the sanction terms
do not stipulate so
22
   Please insert security cover ratio
23
   this particular clause could be applicable in certain types of financing eg. project financing and not other cases; delete if the sanction terms
do not stipulate so



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24
 (2) The Borrower shall ensure that all agreements/contracts in relation to the Project are
executed and certified true copies of such agreement/contracts are handed over to the Lead
Bank before seeking the first disbursement under the Facility.

(3)     The Borrower shall ensure that the entire debt requirement of the Borrower is tied up
before the first disbursement under the Facility.
25
  (4) The Borrower confirms that any disbursement out of the proceeds of the Facility
towards reimbursement of expenses incurred shall be on the basis of a certificate to be
submitted to the Lenders and all necessary margin/promoters contributions shall be brought
in prior to seeking first disbursement under the Facility.
26
  (5) The Borrower shall raise equity to the extent specified by the Lenders before seeking
the first disbursement under the Facility / by [  ]. Certificate from the statutory auditor
confirming the above shall be furnished to the Lead Bank; such certificate shall also specify
the details as to the amount raised and the name of the persons from whom the funds have
been raised; the Borrower shall maintain the Debt to Equity Ratio (“DER”) of [  ] times
during the tenure of the Facility.
27
     (6)     The Borrower shall ensure that the shareholders agreement is entered into between
[  ], [  ] and [  ]; such shareholders agreement will be in a form and manner satisfactory
to the Lenders and a copy of the executed shareholders agreement shall be furnished to the
Lead Bank.
28
  (7) The Borrower shall submit to the Lead Bank a certified true copy of the complete list
of all the machineries/equipments purchased out of the proceeds of the Facility within a
period of one month from the date of complete drawals under each of the Facility.

(8)     The Borrower will promptly keep the Lead Bank informed of the happening of any
event likely to have a substantial effect on its operations, sales, profits etc. and the remedial
steps proposed to be taken by the Borrower in this regard.
29
  (9) The Borrower shall submit to the Lead Bank the Project completion certificate
alongwith valuation report from a qualified engineer/architect, within a period of fifteen days
from the date of such completion.

(10) The Borrower confirms that :
30
   a)     The Lead Bank shall be entitled to appoint an independent engineer who would
certify the Project completion activities and monitor and report progress on a
monthly/quarterly basis to the Lead Bank. The detailed scope of services of the aforesaid
independent engineer would be decided by the Lead Bank. The costs of such independent
engineer will be borne by the Borrower;
24
   this particular clause could be applicable in certain types of financing eg. project financing and not other cases; delete if the sanction terms
do not stipulate so
25
   this particular clause could be applicable in certain types of financing eg. project financing and not other cases; delete if the sanction terms
do not stipulate so
26
   Applicable where the Borrower is a company
27
   Applicable where the Borrower is a company
28
   Applicable when the proceeds of the Facility are used for purchase of specific equipment
29
   this particular clause could be applicable in certain types of financing eg. project financing and not other cases; delete if the sanction terms
do not stipulate so
30
   this particular clause could be applicable in certain types of financing eg. project financing and not other cases; delete if the sanction terms
do not stipulate so



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b)     The Lead Bank will also be entitled to appoint legal counsel and / or insurance advisers
to advise the Lenders with regard to any legal / insurance issues that may arise from time to
time; The costs of such legal counsel and / or insurance advisers will be borne by the
Borrower;
c)      The Lead Bank may, at its discretion, entrust the job of periodical valuation of
securities charged, to a valuer approved by the Lead Bank and such expenses shall be borne
by the Borrower.
d)      The Lead Bank shall be entitled to appoint chartered accountant/s to inspect the books
of the Borrower wherever it feels necessary and obtain a certificate from such chartered
accountant/s that the Borrower is paying all its taxes and other statutory dues regularly in
time. All costs of such inspection and certification shall be borne by the Borrower.
31
   (11) The Borrower shall :
a)      Create a debt service reserve account (“DSRA”) [  ] months’ prior to start of the
commencement of the repayment of the Facility. During the implementation period, the
amount of the DSRA should be sufficient to meet the debt service requirements of [  ]
months’ interest payment to the Lenders. After the Completion Date, the amount of DSRA
should be sufficient to meet the debt service requirements for [  ] months’ principal and
interest payment due to the Lenders. Such DSRA will be maintained with an account bank
acceptable to the Lenders. The amounts accumulated in the DSRA would not be used for any
purpose other than for servicing of debt in respect of the Facility; the amounts in the DSRA
can be withdrawn in case of a shortfall in the amounts in the retention account for meeting
the debt of the Lenders in respect of the Facility;
b)      Obtain/maintain all the required statutory/non statutory clearances for the Project;
c)      Demonstrate that all approvals, clearances, permits, Project contracts etc are valid and
effective until the entire Facility is repaid in full;
d)      Arrange for meeting its requirements of construction materials, water and
construction power for the Project and obtain necessary licences, permissions and
authorizations for the same;
e)      Constitute a project management committee of its directors /executives for
supervising and monitoring;
f)      Maintain and further broad base, if considered necessary by the Lead Bank, the Board
of Directors with professional/institutional nominees and strengthen its management set up;
g)      Appoint technical, financial and executive personnel of proper qualifications and
experience for the key posts to ensure smooth implementation and operation of the Project;
h)      Provide regular progress reports on the Project, both during the construction and
during operating phases to the Lead Bank in such form and manner, as may be required by
the Lead Bank;
i)      Not charge the receivables of the Project to any other party other than the Lenders;
j)      Not invest the cash accruals, during the Project implementation and after
commissioning of the Project but before commencement of the repayment of the Facility, in
any other material project / diversification without the consent of the Lead Bank;
k)      Appoint an internal auditor if so required by the Lenders;
32
  l)    Ensure that, unless explicitly approved by the Lenders, the combined shareholding of
the promoters shall not be less than [51] % during the tenure of the Facility. A certificate to
this effect is required to be obtained from statutory auditor at half yearly intervals.


31
   this particular clause could be applicable in certain types of financing eg. project financing and not other cases; delete if the sanction terms
do not stipulate so
32
   Applicable wherever the Borrower is a company



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m)      Not, without the prior written approval of the Lead Bank, make any material
modifications to the Project which is detrimental to the interest of the Lenders.
n)      Not, without the prior written approval of the Lead Bank, divert the proceeds of the
Facility to:
        (i)   undertake any new project/scheme of modernisation unless such an expenditure
        on expansion is covered by the Borrower’s net cash accruals after providing for
        dividends, etc., or for long term uses;
        (ii)    invest by way of share capital in or lend or advance funds to or place deposits
        with any associates/allied/sister/any other concerns;
o)      Develop a suitable safety policy to the satisfaction of the Lead Bank and comply with
the requirements of emergency management plan, to meet any contingency, to the satisfaction
of the Lenders. The Borrower shall also obtain the hazardous waste authorization and the
consent to operate before commencing operation of the plant and submit the same to the
Lenders.
p)      Procure and furnish an undertaking from the promoters to the effect that any shortfall
in the cash accruals for meeting the margin requirements shall be met by the promoters by
infusion of additional equity/subordinated debt.
q)       Enter into any borrowing arrangements either secured or unsecured with any other
bank/ financial institutions / person;

(15) The Borrower shall submit copies of Income Tax Assessment Order or statement of
return/auditor's certificate regarding submission of upto date Tax returns of company/partner/
guarantor to the Lead Bank at such periodicity as may be specified by the Lead Bank.
(16) The Borrower shall :
(a)     Not withdraw monies brought in by principal shareholders / directors / depositors
without the Lead Bank’s prior written approval.
(b)     In addition to the normal insurance cover, arrange for the following insurance cover :
[  ];
(c)     In addition to the normal risks, arrange to cover by way of comprehensive insurance
any occurrence in regard to loss of profit production or damage to any of their facilities at
their projects.

(17) The Borrower shall keep the Lead Bank informed of the happening of any event likely
to have a substantial effect on their profit or business or a Material Adverse Effect.

(18) The Borrower shall submit to the Lead Bank Monthly Select Operational Data
(“MSOD”) as also its audited financial statements etc. within the stipulated period of time.

[ INCORPORATE HERE THE OTHER SPECIAL CONDITIONS AS PER TERMS
OF SANCTION ]




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August07-VI




IN WITNESS WHEREOF the Borrower, the Lenders and the Lead Bank have caused this
Agreement to be executed on the day, month and year first hereinabove written as hereinafter
appearing.

For the Lead Bank:
SIGNED       AND     DELIVERED        by    the
withinnamed Lead Bank, _________, by the
hand of Mr. / Ms. _____________, its authorized
official.


For the Lenders :
SIGNED AND DELIVERED by A Bank, B
Bank, C Bank and D Bank, by the hand of Mr. /
Ms. _____________, authorized official of the
Lead Bank, the Lead Bank acting as agent of A
Bank, B Bank, C Bank, D Bank.


For the Borrower :
(Applicable if the Borrower is a body corporate
– affixation of common seal to be as per
constitutional documents)
The Common Seal of the withinnamed Borrower,
[  ] has, pursuant to the Resolution of its Board
of Directors/Trustees/Members passed in that
behalf on the [  ] day of [  ], [  ], hereunto
been affixed in the presence of :
(1)
(2)
                        OR
(Applicable if the Borrower is in the nature of
entity other than body corporate)
33
 SIGNED AND DELIVERED by the
withinnamed Borrower, [  ], by the hand of
[]




33
  The agreement is to be signed, by all partners in case of partnerships; by the Karta and all adult coparceners / members in case of HUF;
by the proprietor(ess) in case of proprietory concern




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