Common use of Issue of Bonds Clause in Contracts

Issue of Bonds. 2.1 The Parties agree that the Concessionaire may, in accordance with the provisions of this Agreement, issue Bonds for the amounts subscribed by the Debt Fund; provided that the total value of such Bonds shall not exceed 85% (eighty five per cent) of the Debt Due (as specified in Schedule II) forming part of the Total Project Cost; [provided further that the Concessionaire may, with prior written approval of the Authority, which approval the Authority may in its sole discretion deny, issue additional Bonds for a total value not exceeding 15% (fifteen per cent) of the said Debt Due]$. 2.2 Upon issue of Bonds pursuant to Paragraph 2.1, the Debt Fund shall be deemed to be a Senior Lender and shall thereupon be entitled to all the rights and privileges of a Senior Lender under the Concession Agreement. 2.3 The tenor of the Bonds shall be such that at least 50% (fifty per cent) and 75% (seventy five per cent) of the total nominal value thereof shall be fully redeemed by the Concessionaire no later than the expiry of 75% (seventy five per cent) and 85% (eighty five per cent) of the Concession Period respectively and the balance, if any, shall be redeemed no later than 2 (two) years prior to the expiry of the Concession Period. 2.4 Subject to the provisions of this Agreement, the tenure, rate of interest and other commercial terms of the Bonds shall be determined by mutual agreement between the Debt Fund and the Concessionaire. $ All portions enclosed in square parenthesis in paragraph 2.1, 3.5 and 4.1 of this Agreement may be omitted by the Authority if it does not wish to extend the cover hereunder beyond 85% of the Debt Due. 2.5 The Bonds shall be in denomination of Rs. 100,000 (Rupees one lakh) each or such smaller denomination as the Debt Fund and the Concessionaire may determine, but not less than Rs, 10,000 (Rupees ten thousand) in any case. 2.6 Subject to the provisions of Paragraph 4.1, the Debt Fund and the Concessionaire may, with prior written approval of the Authority, which approval the Authority may in its sole discretion deny, allocate and bear the foreign exchange risks for and in respect of any foreign-exchange denominated Bonds, in such manner as they may mutually agree.[ For the avoidance of doubt, the Parties expressly agree that if the foreign exchange risk for any or all Bonds is borne by the Concessionaire, the Termination Payment to be made by the Authority for and in respect of such Bonds shall be adjusted to cover the variation between the nominal value of Bonds and the actual amount payable to the Debt Fund, such that the liability of the Concessionaire for redemption of the Bonds hereunder is fully discharged by the Authority.] 2.7 The Parties expressly agree and confirm that repayment of the principal and interest in respect of the Bonds shall be the first charge on appropriation of Termination Payment under sub-clause (b) of Clause [31.4.1] of the Concession Agreement, and only the balance remaining shall be paid to the other Senior Lenders. 2.8 Any delay in the repayment of the principal or interest for and in respect of the Bonds shall attract interest at a rate of 3% (three per cent) above the rate of interest applicable for the Bonds. 2.9 The Parties agree and confirm that upon execution of this Agreement, the Debt Fund shall, acting through the Lenders’ Representatives, be deemed to be a party to the Escrow Agreement and the Substitution Agreement for the Project, and all rights, privileges and obligations of the Senior Lenders shall also vest in the Debt Fund. The Parties further agree and confirm that the provisions of the Concession Agreement and all other agreements, including the Escrow Agreement, Substitution Agreement and Financing Agreements, shall be read and construed so as to give effect to the provisions of this Agreement, but without increasing any financial obligations and/ or liabilities of the Authority under the Concession Agreement. 2.10 By counter-signing the Tripartite Agreement, the Lenders’ Representative, acting on behalf of the Senior Lenders agrees, confirms and undertakes that the pari passu rights, title or interest of the Senior Lenders in Debt Service and Termination Payment, to the extent such rights, title or interest are provided in the Concession Agreement, Substitution Agreement, Escrow Agreement, Financing Agreements or any other agreement, shall be subordinate to the rights, title or interest created by the Bonds in favour of the Debt Fund, and accordingly, the Termination Payment shall be applied first for the redemption of Bonds and only the balance remaining, if any, shall be paid into the Escrow Account for meeting other obligations, including the balance Debt Due. For the avoidance of doubt, the Parties expressly agree that the Debt Fund may, in its discretion, exercise all the rights and privileges of the Lenders’ Representative under the Concession Agreement, Substitution Agreement, Escrow Agreement and this Agreement. The Parties further agree that save and except the application of Termination Payment for redemption of Bonds in pursuance of this Agreement and subject to the provisions of Paragraph 2.7, the Senior Lenders shall have pari passu charge on the revenues of the Concessionaire in accordance with the provisions of the Concession Agreement. 2.11 The Debt Fund may, by notice to the Parties, transfer all or any Bonds to any other person, and upon such transfer, the rights and obligations of the Debt Fund shall vest in such person. Provided that no such notice shall be required for transfer of Bonds if they have been listed in any recognised Stock Exchange and such transfer is in accordance with the regulations of the Stock Exchange. 2.12 Notwithstanding anything to the contrary contained in this Agreement, the Debt Fund may extend a term loan to the Concessionaire for an amount not exceeding 50% (fifty per cent) of its total exposure to the Concessionaire and the provisions of this Agreement shall apply mutatis mutandis to such term loan as if it were a Bond.

Issue of Bonds. 2.1 The Parties agree that the Concessionaire may, in accordance with the provisions of this Agreement, issue Bonds for the amounts subscribed by the Debt Fund; provided that the total value of such Bonds shall not exceed 8594% (eighty five per centninety four percent) of compensation payment from the Debt Due Concessioning Authority on day of signing this Tripartite Agreement (as specified in Schedule II) forming part of the Total Project Cost); [provided further that the Concessionaire may, with prior written approval of the Concessioning Authority, which approval the Concessioning Authority may in its sole discretion deny, issue additional Bonds for a total value not exceeding 15% (fifteen per cent) the balance of the said Debt Due]$.compensation payable]5. 2.2 Upon issue of investment in Bonds pursuant to Paragraph 2.1, the Debt Fund shall be deemed to be a Senior Lender and shall thereupon be entitled to all the rights and privileges of a Senior Lender under the Concession Agreement. 2.3 The tenor of the Bonds Bonds, in accordance with the provisions of this Agreement shall be such that at least 50% (fifty per cent) and 75% (seventy five per cent) of the total nominal value thereof shall be fully redeemed by the Concessionaire no later than the expiry of 75% (seventy five per cent) and 85% (eighty five per cent) of the Concession Period respectively and the balance, if any, shall be redeemed no later than 2 (two) years prior to the expiry of the Concession Period. 2.4 Subject to the provisions clause 2.3 of this Agreement, the tenure, rate of interest and other commercial terms of the Bonds shall be determined by mutual agreement between the Debt Fund and the Concessionaire. $ All portions enclosed in square parenthesis in paragraph 2.1, 3.5 and 4.1 of this Agreement may be omitted by the Authority if it does not wish to extend the cover hereunder beyond 85% of the Debt Due. 2.5 The Bonds shall be in denomination of Rs. 100,000 (Rupees one lakh) each or such smaller denomination as the Debt Fund and the Concessionaire may determine, but not less than Rs, Rs [10,000 (Rupees ten thousand) )] in any case. 2.6 Subject to the provisions of Paragraph 4.1, the Debt Fund and the Concessionaire may, with prior written approval of the Authority, which approval the Authority may in its sole discretion deny, allocate and bear the foreign exchange risks for and in respect of any foreign-exchange denominated Bonds, in such manner as they may mutually agree.[ For the avoidance of doubt, the Parties expressly agree that if the foreign exchange risk for any or all Bonds is borne by the Concessionaire, the Termination Payment to be made by the Authority for and in respect of such Bonds shall be adjusted to cover the variation between the nominal value of Bonds and the actual amount payable to the Debt Fund, such that the liability of the Concessionaire for redemption of the Bonds hereunder is fully discharged by the Authority.] 2.7 The Parties expressly agree and confirm that repayment of the principal and interest in respect of the Bonds shall be the first charge on appropriation of Termination Payment under sub-clause (b) of Clause [31.4.1] of the Concession Agreement, and only the balance remaining shall be paid to the other Senior Lenders. 2.8 Any delay in the repayment of the principal or interest for and in respect of the Bonds shall attract interest at a rate of 3% (three per cent) above the rate of interest applicable for the Bonds. 2.9 The Parties agree and confirm that upon execution of this Agreement, the Debt Fund shall, acting through the Lenders’ Representatives, be deemed to be a party to the Escrow Agreement and the Substitution Agreement for the Project, and all rights, privileges and obligations of the Senior Lenders shall also vest in the Debt Fund. The Parties further agree and confirm that the provisions of the Concession Agreement and all other agreements, including the Escrow Agreement, Substitution Agreement and Financing Agreements, shall be read and construed so as to give effect to the provisions of this Agreement, but without increasing any financial obligations and/ or liabilities of the Authority under the Concession Agreement. 2.10 By counter-signing the Tripartite Agreement, the Lenders’ Representative, acting on behalf of the Senior Lenders agrees, confirms and undertakes that the pari passu rights, title or interest of the Senior Lenders in Debt Service and Termination Payment, to the extent such rights, title or interest are provided in the Concession Agreement, Substitution Agreement, Escrow Agreement, Financing Agreements or any other agreement, shall be subordinate to the rights, title or interest created by the Bonds in favour of the Debt Fund, and accordingly, the Termination Payment shall be applied first for the redemption of Bonds and only the balance remaining, if any, shall be paid into the Escrow Account for meeting other obligations, including the balance Debt Due. For the avoidance of doubt, the Parties expressly agree that the Debt Fund may, in its discretion, exercise all the rights and privileges of the Lenders’ Representative under the Concession Agreement, Substitution Agreement, Escrow Agreement and this Agreement. The Parties further agree that save and except the application of Termination Payment for redemption of Bonds in pursuance of this Agreement and subject to the provisions of Paragraph 2.7, the Senior Lenders shall have pari passu charge on the revenues of the Concessionaire in accordance with the provisions of the Concession Agreement. 2.11 The Debt Fund may, by notice to the Parties, transfer all or any Bonds to any other person, and upon such transfer, the rights and obligations of the Debt Fund shall vest in such person. Provided that no such notice shall be required for transfer of Bonds if they have been listed in any recognised Stock Exchange and such transfer is in accordance with the regulations of the Stock Exchange. 2.12 Notwithstanding anything to the contrary contained in this Agreement, the Debt Fund may extend a term loan to the Concessionaire for an amount not exceeding 50% (fifty per cent) of its total exposure to the Concessionaire and the provisions of this Agreement shall apply mutatis mutandis to such term loan as if it were a Bond.