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Consortium Term Loan

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                                       Consortium Term Loan
                                         List of Documents

Agreements

S.No. Title                    Description                   Remarks
1.    Facility                 Facility Agreement            This format of facility / loan
                               between the Borrower, the     agreement is to be used when
                               Lead Bank and the             term loan facility is provided
                               consortium term lenders       to a borrower by a consortium
                                                             of lenders.
2.            Inter-Se     Inter-Se Agreement                This format of Inter Se
                           between the Lead Bank             Agreement is to be used when
                           and the consortium term           interse pari passu arrangement
                           lenders; & format of letter       is to be entered into between
                           to be issued by the               consortium term loan lenders
                           Borrower and third party
                           security provider if any
                           acknowledging the Inter-
                           Se Agreement
3.            Supplemental Supplemental and                  This format of Supplemental &
              &            Amendatory Agreement              Amendatory Agreement is to
              Amendatory                                     be     used    in    case   of
                                                             enhancement of facility and/or
                                                             modification to the facility
                                                             agreement for consortium term
                                                             loan
4.            Novation         Novation Notice               This format is to be used when
              Notice                                         a lender wants to novate /
                                                             transfer its debt to another
                                                             lender / when an existing
                                                             consortium lender is being
                                                             substituted by another lender.
                                                             The security documents will
                                                             need to be modified for the
                                                             purpose of substitution of the
                                                             existing lender by the new
                                                             lender


Standard Terms

S.No. Title                     Description                  Remarks
1.    General                   General Conditions – as      These General Conditions-VI
      Conditions                applicable to the Facility   is to be used alongwith facility
                                Agreement                    / loan agreement when term

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                                                       loan facility is provided to a
                                                       borrowe by a consortium of
                                                       lenders
2.            Joint Deed of Standard Terms (07-VI)     These standard terms are to be
              Hypothecation as applicable to Joint     used     when       deed     of
                            Deed of Hypothecation      hypothecation is executed for
                            for consortium term loan securing consortium term loan.
                                                       A copy of these standard terms
                                                       should be handed over to the
                                                       hypothecator.
3.            Guarantee     Standard Terms (07-VI) This format of standard terms
                            as      applicable      to is applicable to guarantee for
                            Guarantee for consortium consortium term loan
                            term loan
4.            Joint         Standard Terms (07-VI) These standard terms are to be
              Mortgage      as applicable to Joint used when mortgage deed is
              Deed          Mortgage      Deed     for executed       for     securing
                            consortium term loan       consortium term loan. A copy
                                                       of these standard terms should
                                                       be handed over to the
                                                       mortgagor.

Resolutions

S.No. Title                 Description                Remarks
1.    Board                 Board Resolution – to be This format of board resolution
      Resolution-           provided by the Borrower is to be used when the
      Borrower                                         borrower is a company and is
                                                       required to furnish resolution
                                                       for borrowing, etc.
2.            Board         Board Resolution – to be This format of board resolution
              Resolution-   provided by the guarantors is to be used when the third
              Guarantors    / third party security party is a company and is
                            providers                  required to furnish resolution
                                                       for third party security, etc.
3.            Resolution    Resolution under Section This is indicative format of
              under         293(1)(a)      of      the resolution to be passed by a
              Sec.293(1)(a) Companies Act, 1956        company        under      Section
              of Co. Act                               293(1)(a) in connection with
                                                       security over immoveable and
                                                       moveable assets (including
                                                       shares) of the company in
                                                       favour of lenders / lenders'
                                                       trustee

Secuirty Documents

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S.No. Title         Description                                   Remarks
1.    Deed of       Deed of Hypothecation to be                   This format of Joint Deed of
      Hypothecation executed by the borrower in                   Hypothecation is to be used
                    favour of the Consortium Term                 when security is created over
                    Lenders                                       moveable assets in favour of
                                                                  consortium term lenders
2.            Supplemental      Supplemental      Deed      of    This format of Supplemental
              DOH               Hypothecation                     DOH is to be used when the
                                                                  same assets are to be secured
                                                                  by the borrower for addl.
                                                                  facility provided to the
                                                                  borrower for the same purpose
                                                                  as earlier facility AND/OR
                                                                  addl. assets are to be secured
                                                                  for the existing consortium
                                                                  term loan and / or additional
                                                                  consortium term loan
3.            Addendum          Addendum Letter                   Letter in this format is to be
              Letter                                              issued by the Borrower in
                                                                  cases where all fixed assets or
                                                                  all assets to be acquired out of
                                                                  the proceeds of the facility are
                                                                  secured and as and when
                                                                  additional assets are acquired,
                                                                  the Borrower has to notify the
                                                                  Lenders of such assets which
                                                                  are intended as secured under
                                                                  earlier Deed of Hypothecation
                                                                  for consortium loan
4.            Guarantee         Guarantee                         This format of guarantee is to
                                                                  be used when guarantee (both
                                                                  personal and corporate) is to be
                                                                  taken for consortium term loan
5.            Confirmatory      Confirmatory     letter   from    This format is to be used when
              letter            guarantors / pledgors / third     the guarantor issues a letter
                                party security providers to be    confirming extension of the
                                taken when supplemental and       earlier guarantee for additional
                                amendatory     agreement     is   loans     provided     by    the
                                entered into                      consortium term lenders for
                                                                  the same purpose
6.            MOE –             Memorandum of Entry –             This format is to be used when
              Borrower          mortgage by deposit of title      mortgage by deposit of title
                                deeds by the Borrower – first     deeds is being created by the
                                time                              Borrower for the first time on
                                                                  particular properties

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7.            MOE – third       Memorandum of Entry –              This format is to be used when
              party             mortgage by deposit of title       mortgage by deposit of title
                                deeds by the third party – first   deeds is being created by the
                                time                               third party for the first time on
                                                                   particular properties
8.            MOE – third       Memorandum of Entry –              This format of memorandum
              party             mortgage by deposit of title       of entry is to be used when
              Borrower –        deeds by the Borrower –            equitable mortgage is created
              constructive      constructive delivery              by the borrower over a
              delivery                                             property which is already
                                                                   secured and whose title deeds
                                                                   are already lying with the lead
                                                                   bank
9.            MOE – third       Memorandum of Entry –              This format of memorandum
              party -           mortgage by deposit of title       of entry is to be used when
              constructive      deeds by the third party –         equitable mortgage is created
              delivery          constructive delivery              by the third party over a
                                                                   property which is already
                                                                   secured and whose title deeds
                                                                   are already lying with the lead
                                                                   bank
10.           Declaration -     Declaration to be executed by      This format of declaration is to
              Borrower          the Borrower for mortgage          be used when mortgage is
                                                                   being created by the borrower
11.           Declaration -     Declaration to be executed by a    This format of declaration is to
              third party       third party for mortgage           be used when mortgage is
                                                                   being created by the third party
12.           Mortgage          Mortgage Deed – to           be    This format of mortgage deed
              Deed -            executed by the Borrower           is to be used when the
              Borrower                                             borrower is mortgaging the
                                                                   assets belonging to the
                                                                   borrower. The assets can be in
                                                                   the nature of immoveable
                                                                   properties,            moveable
                                                                   properties (like plant &
                                                                   machinery, bank accounts,
                                                                   receivables, etc.)
13.           Mortgage          Mortgage Deed – to           be    This format of mortgage deed
              Deed – third      executed by a third party          is to be used when a third party
              party                                                is mortgaging the assets
                                                                   belonging to such third party
                                                                   for the financial assistance to
                                                                   the borrower.
14.           Supplemental      Supplemental Mortgage Deed -       This format of Supplemental
              Mortgage          - to be used when the same         mort.deed is to be used when

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              Deed              assets are to be secured for        the same assets are to be
                                additional facility provided to     secured for addl. facility
                                the Borrower for the same           provided to the borrower for
                                purpose as earlier facility         the same purpose as earlier
                                AND/OR additional assets are        facility AND/OR addl. assets
                                to be secured for the existing      are to be secured for the
                                facility &/or additional facility   existing       facility    &/or
                                                                    addl.facility
15.           Pledge            Pledge Agreement – to be used       This agreement is to be used
              Agreement         when pledge of dematerialized       for pledge of shares in
                                shares held by pledgor/s in the     dematerialized form of the
                                Borrower company is to be           borrower company by a third
                                made in favour of consortium        party -- the per centage of
                                term lenders                        shares could be either 100% of
                                                                    shareholding or such number
                                                                    which is agreed to by the
                                                                    lenders - for cons.term loan
16.           DOM to DOH        Deed of Modification to Deed        This deed of modification is to
              or Mortgage       of Hypothecation or Mortgage        be used when modifications
              Deed              Deed – to be used when              are to be carried out to
                                modification to the terms of the    executed          deed       of
                                Deed of Hypothecation or            hypothecation and mortgage
                                mortgage deed is to be made         deed for consortium loan

Undertakings

S.No. Title                  Description                        Remarks
1.    Creation of            Undertaking to be provided for     This format of undertaking is
      further                creation of further security – in  to be used when part security
      security               case only part of the stipulated   is created and balance security
                             security is being created for      is to be created within a
                             the time being                     particular time period
2.            Non disposal – Non disposal undertaking – for     This is the format of
              Dematerialized shares held in dematerialised      undertaking for non disposal of
              form           form                               shares held in physical form, to
                                                                be taken from certain persons
                                                                as may be required by the
                                                                lenders,      eg.    promoters,
                                                                directors, etc.
3.            Non disposal –     Non disposal undertaking – for This is the format of
              Physical form      shares held in physical form   undertaking for non disposal of
                                                                shares held in dematerialised
                                                                form, to be taken from certain
                                                                persons as may be required by
                                                                the lenders, eg. promoters,
                                                                directors, etc.

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4.            Shortfall          Shortfall undertaking            This is a format of shortfall /
                                                                  unsecured loans undertaking to
                                                                  be provided by third parties,
                                                                  eg. promoters of a company, in
                                                                  the eventuality of a shortfall in
                                                                  the funds of the company to
                                                                  meet the cost of the project or
                                                                  meeting     working      capital
                                                                  requirements

Letters

S.No.         Title           Description                         Remarks
1.            Authority       Authority letter to the lead bank   This format of letter is to be
                              to be issued by the consortium      used when authority is being
                              term lenders                        given by the consortium term
                                                                  lenders to the lead bank
2.            Ceding          Letter to be issued by prior        This format is to be used when
              subsequent      chargeholders ceding second /       prior     chargeholders      are
              charge          subsequent charge in favour of      required to issue letter ceding
                              second / subsequent charge          second / subsequent charge
3.            Existing        Letter to be issued by prior        This format is to be used when
              subsequent      chargeholders to such existing      the existing lenders in whose
              charge          second        /       subsequent    favour or for whose benefit
                              chargeholders who have already      prior charge has been created
                              ceded prior charge for earlier      is granting further assist. also
                              assistances                         on prior charge basis & the
                                                                  prior and subsequent chghldrs
                                                                  have entered into inter se
                                                                  arrangement already earlier
4.            Existing        Letter to be issued by existing     This format of letter is to be
              subsequent      second        /      subsequent     used when prior charge is to be
              charge          chargeholders    ceding    prior    ceded by second / subsequent
              ceding prior    charge                              chargeholders
              charge
5.            Pari Passu      Letters ceding pari passu charge    This format is to be used when
              charge          to be issued by existing lenders    charge is to be ceded in favour
                              to other lenders who will be        of new lenders by existing
                              providing financial assistance      lenders on a pari passu basis
                              secured on the same assets on a
                              pari passu basis

Power of Attorney

S.No.         Title           Description                         Remarks
1.            POA             Power of attorney to be executed    This format of POA is to be

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                              in favour of the Lenders by the           used when part security is
                              security provider simultaneously          created and undertaking for
                              with undertaking being provided           balance security creation is
                              for creation of further security          taken and authority in favour
                                                                        of lenders / security trustee is
                                                                        required from the security
                                                                        provider for creation of such
                                                                        balance security

Others

S.No. Title                 Description                                 Remarks
1.    Cert.U/S.281(1)(ii)of Certificate under Section                   This is format of certificate /
      IT Act                281(1)(ii) of the Income                    approval / permission to be
                            Tax Act, 1961                               taken to protect interest of
                                                                        lenders / chargeholders-- in
                                                                        terms of S. 281(1)(ii) of the
                                                                        Income Tax Act, 1961

User Notes

S.No. Title                          Description                          Remarks
1.    Le-Handbook                    Le-Handbook – a reference note       This almanac / reference
                                     for facilitating finalization of     book / handbook sets out
                                     consortium term loan documents       some useful legal tips /
                                                                          guidelines to be followed
                                                                          whilst finalising
2.            Facility               User Note in relation to the         This user note is to facilitate
              Agreement              Facility Agreement                   the users for finalisation of
                                                                          facility    agreement       for
                                                                          consortium term loan
3.            DOH, Sup.     User Note in relation to Deed of              This user note is to facilitate
              DOH &         Hypothecation,     Supplemental               the users for finalisation of
              Addendum Ltr. Deed of Hypothecation and                     deed of hypothecation to be
                            Addendum Letter                               executed by the borrower in
                                                                          favour of the consortium
                                                                          term lenders
4.            Guarantee              User Note in relation to             This user note is to facilitate
              confirmation           Guarantee, confirmation letter       the users for finalisation of
                                     from guarantor                       guarantee to be executed by
                                                                          the guarantors in favour of
                                                                          the consortium term lenders
5.            Mortgage by      User Note in relation to                   This user note is to facilitate
              deposit of Title mortgage by deposit of title               the users for finalisation of
              Deed/Equitable deeds / equitable mortgage                   memorandum of entry in
              Mortgage                                                    connection with equitable

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                                                                       mortgage
6.            Mortgage               User Note in relation to          This user note is to facilitate
              created under          mortgage     created under        the users for finalisation of
              Mortgage               mortgage deed                     mortgage deed, supplemental
              Deed                                                     mortgage deed
7.            Pledge                 User Note in relation to pledge   This user note is to facilitate
              agreement              agreement, confirmation letter    the users for finalisation of
                                     from pledgor                      pledge agt.of demat shares to
                                                                       be executed by the pledgor/s
                                                                       in favour of the consortium
                                                                       term lenders


Working Capital Facilities for view/comments (addition)

S.No. Title                   Description                              Remarks
1.    Inter se                Revised Inter se agreement for
      agreement               working capital facilities




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