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    Pret person Meme Pre Conti orrower ‘ae Bhubaneswar MSW Tid. BML) Sponsor ‘El infarcts Lied CEL) Faaley "Rapes Term Loan (RTT) ofINR7R7Cr Sub Limit 80% ofthe sanctioned RTL by way of onetime (Usance/ Sight) Later of Credit 0) Purpose af | For pat ianding of cpilal expedite for Be Frost alt Tet] arin a a ae Projet Seng up of Mualipal Sold Waste (MSW) wewtrent plant of GOO TED Tor Westeto- Energy (WTE) conversion on Design Buil-Finance-Operate-Transfer (DBFOT) basis fora period of20 years from the Commercial Operations Date at Shubaneswar, Orissa as per the provisions ofthe Request for Proposal document ana the Concesion Agreement with Bhubaneswar Munelpal Corporation (BMC) ane Cutak Mniipal Corporation (CMO) Project Site | Cesehoiland pars of approx 61.485 acres at Dhusuni “Scheduled | TJaly, or such other date a may be approved by BNC in witng Conners Operation Date (scop) ‘Commercial | COD shall be the date on which the Project starts commer opera Operation Date | atsinng approval from BMC and the Lender’ Independent Engineer (LIB) om conf that the Project has been completed as per the envisaged projet parameters TPC Contractor | Bove inaprojets Li (EL) Enimated Project Cont ard Cost 20. | Bote Cons Gel. Contingency TDC, DRA, Be Margin money for working opt) Total BoE Pret itn Mea Prat Coxenat ‘Means of Finance ‘Promoters Contribution must | 30 Project Debt 1077 | 70 Total a2 | 100 ‘The Promoters! Contribution shall be inthe form of paid up equity share capital ‘or preference shave capital, which are not redeemable during the tenure of the Feclity or instruments compuleorily convertible into equity shares or unsecured and subordinated debt provided by the Promotes tothe Borrower, provided the repayment of the same is only alter the repayment ofthe Project Debt The terms ‘oF the preference share capital/ subordinate debt shall be to the satisfaction ofthe Lenders Option for replacement of rately ‘Within 6 month of Financial Closure ofthe Project, the Banrower would have an option to substitute the unavailed RTL Fall up toa maximum of 50% of RTL Facility with an ECA/ECB Facility. Correspondingly, the equivalent RTL Facility would stand reduced, without any commitment fe ‘Upfront Contribution ‘Atleast 50% ofthe total Promoter Contribution forthe Project shal be brought in ‘uplront prior to the first disbursement ofthe Facility including opening of LC, from the Lenders Pret fron enc Pree Cofenti Tenor "Maximum Door-io-door tenor 135 years ‘Moratorium Period: 0.5 year from the COD Repayment Period: 43 structured quarterly instalments after the Moratorium Period a a 4 @ a a a 4 4 4 3 | Uptiont Fee ‘50% (plus taxes, any) ofthe Facllty Amount. The upiront fe is tobe payable by the Borrower on or before the date of execution of the Facility Agreement ‘Commitment Fee ‘Commitment fe of 05% pa. on the amount of variance in disbursement with respect othe drawdown schedule indicating the date and disbursement amount, provided by the Company at the time of documentation. The Commitment Fee shal be calculated for drawings not made and the numberof days deviated from. the scheduled dates, However, subject to approval by the Lenders, the Borrower would have the option to modify/ revise the draw down schedule up to 30 days plor to the respective actual drawdown dates without any commitment charges. Tinterest Rate ‘T2O0% pa Base Rate/ PLR + Spread W) payable monthly. indi Pret rm Me Pra & Cnc a a a Se Trent ie woul be fly Mowtng and neve te Base Rate PLR of ‘the respective Bank/ Financial Institution. Accordingly, future interest rate shall ‘be increased or decrease with dhe movement ofthe Base Rates/ PLR. fective interest rate as on the date of documentation shall be 12.00% pa. and spread shal be adjusted accordingly to have effective rate of interest at 12.00% ‘pa.atthe time of documentation The rate of interest mentioned herein above is exclusive of interest tax and/ ot fsny such other levies/ duties, Such interes tax other levies/ duties, if any applicable, shall be payable by the company, over and above the rte mentioned hereinabove ‘Spread Reset "The Spread shall be reset on every annivenary of Uwe date of the fist Aisbussement ("Spread Reset Date"). The Spread can also be eset by the Lenders if te external ating forthe Facility is downgraded. Cred ating "The Borower shall ensure wo obtain at is own cost @ credit rating for is borrowings from an accredited cod rating agency viz, CRISIL / CARE / ICRA / FITCH. The fist such credit rating should be obtained and furnished to the lenders within 6 months from the date of frst disbursement failing wich an Additional interest of 1% pa, would be levied by the Lenders Thereafter, the tating should be obtained and furnished to the lenders at east at anncal intervals Security ‘Sulject w the Concession Agreement, the Faclliy (logether with ll interest, liquidated damages, fs, costs, charges, expenses and other monies and all other amounts stipulated and payable tothe Lenders) shall be secured by: 8) Fist pari-passu charge on all immovable fixed assets of the Borrower, together with all appurtenances thereon and there under, present an future; ') First pari-passu charge on all movable fixed assets, present and foture, ofthe Borrower: ©) First pari-pass charge on ll the current assets and non-current assets ofthe Borrower including but not limited to book debts, operating cash flows, receivable, revenues of whatsoever nature and wherever arising intangibles, goodwill uncalled capital present and future. Pret fotos enon Pre & Cont a ‘Charge cum Assignment of the right of the Borrower under the Material Project Documents, after consent ofthe relevant counterparties; ©) Fiat pav-passu charge onal he bank accounts of the Borrower relate to the Projet including but not limited tothe Trust & Retention Account (TRA) and ‘Debt Service Reserve Account (DSRA): 1) Pledge of 51% of equity shareholding of the Borrower held by the Sponsor ‘The voting rights ofthe pledged shares shall nt fll below 51% at any Hime; ‘The Security shall be shazed on par-pass basis with the working capital lenders (Gundy based and non-fund based) tothe Project All the Security shall be created and perfected upfront except security under clauses (@) to (b) for which a time period of 90 days from the date of fst disbursement shal be provided. 1, at any time during the subsistence of the Facility, the Lenders are of the ‘opinion that the security provided by the Borrower has become inadequate to cover the Facility then oustanding, then, on the Lenders advising the Borrower to that effect, the Borrower shall provide and furnish to the Lenders, to the satisfaction of the Lenders, such additional security as may be aceptable tothe Lenders to cover such defceney. Sponsors ‘The Sponsor shall underake to bring in at least 50% of the required Undertakings Promoters’ Contribution up-front and the balance 50% on pro-ata basis as per the requirements ofthe project andthe Base Case Business Plan, 1) The Sponsor shall undertake to meet any cost overruns, over and above the Estimated Projet Cost, without recourse to the Lenders, inform and manner satisfactory tothe Lenders 9) The Sponsor shall undertake to infuse funds, in a form and manner as acceptable to the Lenders, in the Borrower to prevent and /or cure any shortfall in mesting the stipulated DSCR covenant int! B Pris somata Prat 6G a “The Sponsor shall undertake to moet any shortall in trmination payment ‘vis Avis the outstanding dues if any, ofthe Lenders ©) The Sponsor will ensure that the Borrower is provided with the requisite technical, financial and managerial expertise to perform/ discharge its obligations under the Material Project Documents, as applicable. 4) Undertake that the Sponsors shall not enter into inter-group transactions relating tothe Project which are prejudicial tothe interest ofthe Borrower, All inter-group transactions relating to the project shall be disclosed to the Lenders 48) To ensure that all Bank/ Corporate Guarantees in relation to the Project including those extended by contractors/suppliers in favour of the EPC Contractor are assigned to the Lenders; 1h) The Sponsor shall undertake to provide support to the extent of any adverse impact on the Projet on account of currency exchange rate variation, in case ‘of any foreign currency exposure to the Project during the currency of the Joan in the form of import of equipment and/or borrowing in foreign ‘currency and ifthe Borrower has not made adequate hedging arrangements. 1) To provide and maintain Letter of Credit (LC)/Bank Guarantee (8G) acceptable to the Lenders and without any recourse to the Borrower wntil the ‘ime the initial DSRA for the Projects created in full. 1) The Sponsor shall undertake that it will continue to hold a minimum of 51% as equity shareholding, directly or indirectly, in the Borrower during the entire tenor of the Facility. 1k) The Sponsor shall undertake to meet any shortfall in debt service obligations of the Borrower towards the Lenders during the entie tenor ofthe Facility. Base Case ‘The business plan of the Borrower relating to the Project as mutually agreed Business Plan | petween the Borrower and the Lenders ‘Disbursements | Disbursement of the Faclity shall take place as per the drawdown schedule to be submitted by the Borrower, The Borrower shall submit the drawdown schedule ‘based on the Base Case Business Plan to the Lenders’ agent within one month of inftd ® Pre omc ene rou Cont fe of execution of Financing Documents Material Projet Documents ‘Maieral Project Documents shall include, without limitation, the folowing 28) Concession Agreement (CA) b) Request fr Proposal (RFP); 1) Lease Dood executed 44) Memorandum of Understanding/ Joint Venture Agreement among shareholders ofthe Borrower; 6) All Contracts relating to construction and operations of the Project; 1) Power Sate Agreement to be executed with/ on behalf ofthe revant Power Distribution Licensee in Madhya Pradesh; oF with any other =reditworthy ied party 2) All the Letiers of Credit /performances bond/ financial guarantes provided to the Borrower 1) Bank/ Corporate Guarantees in relation t the Project Inching. those ‘extended under various contract in favour of the BPC Contractor, |} Insurance policies relating tothe Projet: 5). Permits, approvals, and clearances relate tothe Projet. Trust and Retention ‘Accounts (TRA) "The Borrower shall open and maintain with a designated bank a Trust and Retention Account All cash inflows relating to the Project including, without LUmitation, revenue from sale of elect and other products, subsities received ‘any, Promoters’ conteibuton, disbursements ofthe Facility, compensation from [BMC and any other receipt from any’ other source related to the Project shall be deposited and all proceeds shall be utilized in a manner and prorty to be decided by Lenders Debt Service Reserve ‘Account (ska) The Borrower shall undertake t mainiain a Debt Service Reserve (DSRA) amount equivalent to debt service eequitements of Lenders to cover principal and interest payments fr the ensuing 3 months, as per the Base Case Business Plan. DDSRA shall remain in force from the COD til the full Repayment/ Prepayment init rc iomstion enon Pro 6 Cnn of Facility. The funds in the DSRA shall only be deployed in securities as por terms and conditions in TRA Agreement. “The Sponsor shall have an option to replace DSRA with Bank Guarantee from a ‘Bank acceptable tothe Lenders without recourse tothe asses ofthe Project a any point during the tenor ofthe Facility Avallabily Period ‘Unless the Lenders otherwise agree, the Borrower's right to make drawis from ‘the Facility shall cease atthe end of 6 months from the COD. Prepayment ‘The Borrower shal have the Fight t6 prepay with 0 days prior notice to he Lenders in pat or fll the Loan, which willbe adjustd in the inverse order of raturity, In this event, the Borrower shall be lable to pay a pre-payment penalty @1% ofthe pre-paid amount. Notwithstanding the above, no prepayment penalty will be payable for prepayments under the following citcumstances: 8) Prepayment made inthe event the reset interest rate afte the Spread Reset fs not acceptable to the Borrower and the Borrower has notified its Intention to prepay to the Lenders within 30 days fom the notiieation of reset interest rat after the Spread Reset and has made prepayment within 90 days fom the date of interest reset, However, this shall not be applicable fhe spread is reset by the Lenders pursuant to downgrade in the external roi ating ofthe Borrower. 1b) Prepayment made at the instanceof the Lenders and Cash Sweep From internal acruals of the company oncein a year Default terest Rate ‘The principal amount of the Facility, inerst thereon or any other monies accruing due under the Financing Decuments to be entered into between the Borrower and the Lenders shall, in case the same be not paid on the respective due dates, cary further interest a 1% por annum over and above the applicable interest rate computed from the respective due date until the date of actual payment, Such further Interest shall be compounded monthly and shall become: payable on demand or n the absence of any such demand, on the next Interest ina Pj Inet Nera Pre Cot ‘Payment Date falling after the date of default “Rational | Without prejudice tothe Lender” ight to dlsburse the Borrower also cals Taterest: and perfect security within the timelines stipulated in the Security clause, the Factty shall cary farther interest @ 1% pa, (lhe Additonal Interest) prospectively tl the time security is ceated and perfected Tenden? ‘The Landa Tadpandent Bnginsr (UF) sal be appointed by the nde The Independent | cont of LE shal be bore by the Borrower. The oe of wok of LE shall be decided by the Lenders in due course Consallancy | Actual Tegal expenses incurred by the Uendeis Tor documentation, Hing of Expenses charges, ete. forthe proposed facilities are tobe borne by the Borrower. Further, the Borrower shall pay’all the fees and expenses pertaining to LLC, LIE, LIA, TRA Agent Facility Agent, Arranger and Security Trustee, whichever is applicable ‘re-Comaitment”| The Financing Agreements call not be efetve unless We flfowing i complied Conditions with 4) The Lenders’ Legal Counsel (1.C) has been appointed, 1) The Borrower shall obtain a weiton approval from Bhubaneswar Municipal ‘Corporation (BMC) forthe extension of the Scheduled Project Completion Date ‘as defined in the Concession Agreement, subject to the satisfaction of the LiC/Lenders ©) The Borrower has agreed for appointment of Lenders Independent Engineer (LIE) and Lenders’ Insurance Advisor (LIA) and any other consultant rquited. “The cost of these consultants shal be borne by the Borower. 42) The Borrower has agreed to confirm/ undertake that name of none ofthe irectors appears in RBI's/ CIBIL's Defaultes'st/ ECGC Caution List Further, ‘The Borrower will farish tothe RTL Lenders an afidavit of disclaimer along, ‘with an affidavit of disclaimer from Director(s) with similar identity appearing in ny of RBI defelters/ CIBIL/ ECGC Caution ists. ©) The Borrower has agreed to provide ()) crtifed true copies of the “Memorandum & Articles of Assocation of the Company and the Sponsors; and Pro! infomation ect Prt opm i ered toe cols ofthe escton oF he Bo Sharhokdes fhe Company an the Sponsors wherever apple, vdencing the corporate power, authority and required corporate action to enter into, and | cece the Pancing Document 1) The Borower hs apeed © moi is Memortndu of Aweciion and ‘Ariss of Associaton, or earcement f the Asthorind Shae plan | borrowing. power as er te envinged fring plan equed, and | Incororatany other change red bythe Lenders | Conaitions Precedent tothe First Disbursement “The obligation ofthe Landers to make disbursements out of the Facllity shall be | subject to the Borrower complying with the following conditions to the satisfaction ofthe Lenders 8) Completion of i-up of the entee debt requirement for the Projets ) The stipulated Upfront Promotes’ Contibution in the Project has been Infused as evidenced by a certificate from the Chartered Accountant (acceptable to the Lenders). ©) Creation of security as required to be created upfront as per the Security clause and undertaking from Borrower to create balance security within the llowed timelines as per the Security clause. 4) Lenders Independent Engineer (LIF) shall have been appointed on terms as ecided by the Lenders The LIE shall have submitted a duediligence report covering its scope of work and the Borrower shall have resolved all isues raised by them tothe satisfaction ofthe Lenders ©) Lenders’ Insurance Advisor (LIA) shall have been appointed on terms as decided by the Lenders for review and monitoring of the insurance arrangements forthe Project. The Borrower will arrange for comprehensive Insurance policies as per the advice by LIA and ensure that requisite Insurance policies have been suitable endorsed in favour of the Lenders which should contain the Lenders’ Security Stipulation and name the Lenders/Sccurity Trustee as lost payees. A copy of this policy should be submitted to the Lenders/ LIA for review: Prec nro Meret Pr © Comins 1) All the Financing Documents (except Security documents for waich specific timeline has been given as per Securlty Clause) shall have been executed and the same ae in fll force and effect backed by a legal opinion from LLC. 2) All projct contracts (inter alia the EPC Contract) as required by the LIE a the time of frst disbursement fr scheduled implementation ofthe Project shall shave been executed. |h) ‘The EPC contact shall be on a fixed-time, fxed-cst basis, The Borrower shall censure that all project contacts executed forthe Project shall be reviewed by [UB and LLC and the Borrower shal carry out all the necessary noification, ‘any, 98 may be required by the Lenders 4) Confirmation that the Projet Sites under possession ofthe Borrower 5) Confirmation from LIE that construction power and water are avallable atthe Project Site. 1) Purnish a copy ofthe Binding leter from / on behalf ofthe relevant Power Distribution Licensee in Madhya Pradesh or any other creditworthy third party to the satisfaction ofthe Lenders, conveying its shall purchase entire saleable power from the Project at or above the levelsed tariff assumption considered inthe Base Case Business Plan, 1) Furnish copies ofall the applicable statutory clearances, permits, approvals required for thectart of implementation ofthe Project. 1m) Furnish all the undertakings t be executed by the Sponsor tothe satisfaction of te Lenders 'n) Undertake tha all cost Incurred on LLC, LIE de LIA for availing the services of ‘these agencies shall be borne by the Borrower (9) Obtain a certificate from the LLC and LIE (Corresponding to ther respective scope of work) that all the Conditions Precedent to Fist Disbursement have ‘been complied with tothe satisfaction of Lenders/Lender's Agent 1p) Open a Trust & Retention Account (TRA) into which the Borower shall smandatorily deposited all its cash inflows from the Project incl debt, equity, te) to be wilized/ applied in a manner and priority to be stipulated inthe a Pret igre ems Prete Cnn “TRA Agreement. Confirm that all accounts other than those envisaged under the TRA Agreement have been closed, For this purpose, the Borrower shall have appointed an acceptable bank/institution as a Trust and Retention ‘Agent and ent intoa TRA Agreement. ‘Other Conditions a) A carlfcate fom a Chartered Accountant (acceptable fo the Lenders) on sources and enduse of funds, incuding pre-operative exponses, will be submited along with each notice of drawl. A certiiate from the Company's Statutory Audioe would be required tobe submited on a quarterly basis 1) The capital expenditure proposed to be incurred by the Boreower shall be as ‘per the construction budget vetted by the LIE, Bach roquest fr de shall be accompanied by LIE certificate to this eect {The Borrower shall satisfy the Lenders that the physical progress of the project implementation as well asthe expenses incurred areas per schedule provided to the Lenders In respect of any deviations from the same, the Borrower shall suitably notify the Lenders/ LIE with justifieation for the same, The Borrower shall regularly report progress made by BMC on the sanitary landfil facility and creating beter access roads tothe Project Site to the Lenders/ LIE 48) The Borrower shall execute Operations & Maintenance contract/s (O&M CContracs) with Hitachi Zosen India Pvt: Lid. or anyother entity with back-to- back arrangentent with Hitachi Zosen India Pvt Ltd. the satisfaction ofthe Lenders at least 3 months prior to the Scheduled COD ator below the costs envisaged forthe respective years under the Base Case Business Plan for the Projet The contract period shall cover at leas frst 2 years after the COD ant shall be renewed for such additonal period as may be recommended by LIE prior tothe expiry ofthe initial contact period, ©) The Borrower shall exceute long-term Power Sale Agreement (PSA) to the satisfaction of the Lenders withthe rlovant Power Distribution Licensee in Madhya Pradesh/or any other creditworthy third party to the satisfaction of the Lenders forthe entire saleable power of the Projct at or above the down, 2 Peterman Memon Prat Cnt Tevelised tavlf assumption inthe Base Case Business Plan atleast 3 months pilot to the SCOD. The tenure of PSA shall at least cover the entire tenure of {he Facility, The PSA shall have suitable payment security mechanism, 1) Incase of any foreign currency exposure othe Project during the cureney of the loan in the form of import of equipment and/or borrowing in foreign ccarency, the Borrower agrees to make adequate hedging arrangements or the ‘Sponsor undertakes to provide supporto the extent of any adverse impact on the Project on account of curteny exchange rate variation, 18) The Borrower agrees that any subsidies received by the Project fom any agency at Tocal/ state centel government level or any revenue earned from sale of Certified Emission Redisction (CER) Credits under the Carbon Development Mechanism (CDM) by the Project shall be entirely used for partial prepayment ofthe outstanding Facility, which shall be adjusted in the Inverse order of maturity and no prepayment penalty will be payable on this amount, 1h) The Borrower shall procure and submit a certificate under Section 281 (1) (i) ofthe Incometax Act, 196 in respect of the eration of Security, prior to the creation of Security, 8) The Borrower shall furnish end use certificate from the Chartered Accountant (acceptable to the Lenders) within 30 days from the date of cach Alisbursement |) The Borrower's asets offered as security for the Facility should be kept fully Insured including business interruption / Joss of profit insurance as may be ‘advised by the LIA. A list of the current insurance policies detaling the ‘names and adresses ofthe insure, bref particulars of goods covered ype of cover, amount of cover and date of expiry of each policy shouldbe submited to the Lenders and LIA along with the copies of the policies. Insurance policies should contain the Lenders' Security stipulation and name Lenders as Loss Payees. K) The LIE shall submit quarterly monitoring reports to the Lenders during i Pret nero Maman rae Cope “implementation ofthe Project and frst 2 years after the COD. The Borrower shall obtain permission for connectivity to the grid from the relevant Power Distribution Licensee at last 3 months prior to the SCOD. 1) The Borrower shall obtain all the approvals required for commencement of ‘commercial operations prior to the COD. |) The Borrower shall undertake to arrange working capital finance as required rom time to time forthe Project 8) The Borrower shall agre that in case ofa default in ropayment of Debt ot ‘payment of interest thereon on due dates, the Lenders and/ or the Reserve ‘Bank of india (RBI)/ Credit Information Bureau (Inia) Ld. (CIBIL) will have ‘an unqualified right to disclose the name ofthe Borrower and its directors as falters in such manner and through such medium asthe Lenders and the [RBI/ CIB, in thle absolute discretion may think it ©) The Lenders would have a right to conduct a review ofthe Project and the coat ofthe Project at anytime peor to COD. The Borrower shall agree thatthe preliminary and pre-operative expenses shall be allowed as a part of the Project Cost tothe extent that they are certified by a Chartered Accountant (acceptable to the Lenders) that they have been actualy incurred and relate to the proposed Project only. ) Lenders reserve the right to withhold disbursement ofthe amount of Facility ‘equivalent tothe provision against margin money for working capital in the cost of the Project til such time a¢ the Project Is near completion and the ulld-up of working capital commences 4) The Borrower shall facilitate in carrying out inspection by the officials of Lenders or through persons/ firm appointed by the Lenders ofall assets charged tothe Lenders generally in sie months intervals or at more frequent {intervals as declded by the Lenders. The cost of inspeston isto be borne by ‘he Borrower. 1) The Borrower shall agree to comply with all reporting requirements as may be stipulated by the Lenders Pj notion Memana Pre Cope ') The Uorrower shall provide audited financiel statements oF the Borrower within 180 days of the end ofeach financial year. 1). The Borrower shall always operate the Project in compliance with all the sipulatons/ norms/ standards set by relevant Governmen: and statutory bods 1) The Borrower shall procure and submit a comfort letter from BMC in favour ofthe Lenders Financial Covenants ‘The Borrower shall comply with the Following Franch covenant~ 4) Debt Service Coverage Ratio (DSCR) forthe previous financil year shall not be lower than 1.20 1) Debt to Equity Ratio for the Borrower not exceeding 25:1 ©) Fixed Assets Coverage Ratio (FACR) of not less than 1.25 For adverse deviation in any of the above covenants by more than 10% from the levels stipulated above.the outstanding amounts under the Facility shall carry a {further interest © 1% pa. (Penal Interest forthe period of nonadherence, subject 0¢ minimum period of one year. Financial covenants shall be tested annually for every completed financial year ‘ost COD based on the audited financials submitted by the Borrewer within 180 days fom the end ofthe respective financial year. ‘Definitions for Financial Covenants ‘) "Debt Servicing Requirement” shall elude Interest on al te form loans tneluding the Facility and principal repayments thereo! ) "DSCR” would be calculated on each calculation date as per the following formula: (Profit after Tax + Deferred tax + Interest on term loans + Depreciation de Amortsation or any other non-cash items + any additional funds brought in by the Promoter to prevent and / or cute the breach in SCR covenant iFany) divided by (Debt Servicing Requirement) ©) "Debt" shall mean the aggregate of senior debe (including fund-based working capital faites), subordinate debt, secured or unsecured debt Pret rato Menara Prin Cnet redeemable debentures, preference shares redeemable during the tenure of| the Facility and any other obligation ofthe Borrower of similar nature as on a lven date; provided any nominterest bearing, unsecured and subordinated bt, preference share capital not redeemable duving the tenure of the Facility provided by the Sponsor to the Borrower shall be excluded; 8) “Equity” shall mean the net worth of the Borrower including the paid-up equity shares, preference shares not redeemable dusing the tenure of the Facility, reserves and surplus exchiding revaluation reserve, instruments ‘compulsorily convertible into equity shares a8 reduced by the accumulated loses ofthe Borrower, a5 on a given dat; provided any noninterest bearing, unsecured and subordinated debt provided by the Promoter to the Borrower shall also be included ©) "Debe to Equity Ratio” shall maan the result, expressed asa fraction, obtained by dividing Dobe by Equity; 1) “BACR® for the Project shall mean the total value of the net fixed assets {including construction work in progress) divided by the total Liabilities (excluding working capital) secured on a frst par-passu charge basis against the Security, Restricted ‘The Borrower shalinor= Eome 8) Pay dividends (either in eash oF kind) or make discibutions in respect of Equity:or Make any investment in or extend any advance/ oan to any entity other than fn the normal course of busines of the Borrow’ (the foregoing being calle ‘Restricted Payments’) unless al ofthe following conditions are satisfied: 1, Such Restricted Paymentis permited by aplicabe law; 2. No Event of Deftult or Potential Fvent of Default exists under the Financing Documents; 3. The Financial Covenants are met 4 The DSRA requirements have been flly satisfied; Preterm Nemo Pro Cots i nl ‘Repayment ofthe Faclity amount has started. Cauh Sweep | 0% of the excess cash How Beyond DECK of 150 would Be swept In for prepayment of loans atthe discretion of the Lenders Excess cashflow means cash available after mestng all statutory dues, operating costs, debt servicing and after funding ofthe stipulated reserve accounts ‘The cash swept would be applied to prepay the project debt in the inverse order ‘of maturity and no pre-payment penalty willbe payable on this amount Negative ‘Daring the currency ofthe RTL, the Borrower shall not without prior approval OF Covenants ies 4) Effect any change in the capital structure, ) Formulate and effect any scheme of amalgamation or restructuring or reconstruction | ©) Undertake any new projet implement any scheme of expansion or acquire fixed asets except those indicated In the Base Case Business Plan Invest by way of share capital in or lend or advance funds oor place deposits ‘with any other concern; normal trade creditor security deposits inthe normal course of business or advances to employees can, however, be extended, ©) Enter into borrowing arrangements, elther secured or unsecured, with any other bank or financial insttuton company or otherwise or accept deposits apart from the arrangement indicated in the Base Case Business Plan ) Undertake any guarantee obligation on behalf of any other company (dnciuding group companies), '8) Create any charg, lien o encumbrance over its asets/ propertis/ contracts ‘oF any part thereof in favor of any financial institution, bank, company, frm ‘or persons other than those required asthe financing plan 1h) Assign or mortgage any ofthe fxed assets charged tothe Bank, Company is permitted to sell/ dispose of assets ofthe value upto Rs 1 Cr. per annum ‘without any prior approval of Lenders, provided Company confirms thatthe proceeds from the same have been deposited into the TRA, §) Enter into any contractual obligation of a Tongrterm nature or affecting the ind . 4 Prot iomstin Meera Pro Canna ‘Company financially © a significant extent other than as envisaged in the Base Case Business Plan 4) Change the practice with regard to remuneration of directors by means of| ‘ordinary remuneration or commission, scale of siting fees, ee 1) Permit any transfer of the contelling interest or make any substantial change {nthe management set-up. 1). Repay monies brought in by the promotors/ directors/ principal slhacholders and their friends and relatives by way of deposits/ loans / advances, All unsecured loans/ deposits raised by the Company fr financing the Projet are always subordinate tothe Facies ofthe Lenders and should be permitied to be repaid during the tenor of Facility only with the peor approval ofthe Lenders. 1m) Augment, modernize, expand or otherwise make material change in the scope ofthe Project. 1h) Make any material modifications to Project Contracts/ Agreements; (0) Allow dilaton of ditet or indirect equity holding ofthe Sponsor in borrower below 51%, ) Induct a perton i is Board who is a director on the Board of a company whose name hasbeen placed in RBY's defauler ist / CIBIL'sdefaute’s ist. vents of Default ach ofthe following shall, inter ali, constitute an Bvent of Default under the inaneing Documents: 4) Payment Default The Borrower does not pay on the due date any amount ‘payable by ¢ under any Financing Documents; 1b) Breach of obligations: The Borrower does not comply with any material provision ofthe Financing Documents or Mata Project Documents; 2) Misrepresentation: A representation, warranty or statement made or repented in or in connection with any Financing Documents or Material Project Documents or in any document delivered by or on behalf of the Borrower is incorrect 4) Inadequate security and insurance; » Prt fron Mera Pre Coes ©) Breach of any undertaking furnished by Sponsor, 1) Cross default ofthe Borrower under any of the Material Projc: Documents; Uslization of fallty for purposes other than for which they have boon. granted; 1h) Change on contol ofthe Borrower without the prior wettn approval of the’ Lenders; 4) Default with respect to any Material Project Documents which may have a material adverse effect; |) Revocation, termination or suspension ofa material contract; a 1) Insolvency /winding-up or dissolution of Borrower; 1) Compromise by Borrower with creditors generally; 1) Cessation/ threat of exssation of busines of Borrower; 1) Sale/ transfer of assets which in reasonable opinion of Lenders has/ shall Ihave Material Adverse Efectand ‘The above ae indicative and shall be defined in detain the Facility Agreement including consequence of event of default, Upon the occurence of any of the ‘Events of Default mentioned in clauses that i capable of remedy, a suitable cure peti shal be proved from the date of the occurence of such erent Remedieato | fan Event of Default has occured and continues even afte care period Events of Default | provided fr, i any, the Lenders may among others, take one er more of the following actions: 8) Accelerate the maturity of the Feeity: 1b) Enforce the security interests under the security documents; «) Declare the commitments tobe cancelled or suspended: 4) Issue notice regarding the payment of proceeds of any insurance or| ‘compensation: ©) Issue a notice to the designated bank for the purposes of drawing on the Dalance in the TRA; 1) Appoint one Nominee Ditector on the Board of Directors ofthe Borrower; 2) Convert the outstanding Facility into Equity ofthe Borrower; int we Pre Coed a 1) Take steps to exercise allright as may be avallabe 19 Lenders under the Financing Documents and Materil Projet Documents; and 8) Exercise of any other rights ofthe Lenders under applicable Taw. Representations Warranties ‘The Borrower shall make representations and warranties customary for a Facility ofthis nature, The obligations of the Lenders in relation tothe drawing will be subject to those representations and warrantcs remaining true and sccurate as atthe date of the lization request and on the frst day of each Interest Period. Such representations and warranties will include, without limitation, the following: #8) Status and due authorization: 1) Binding obligations: ‘) Non-confiet with other obligations; 4) Povwer and authority to enter into such financing arrangement; 9) Governing Law and enforcement 1) Nomisleading information; 8) Nodofaut; 1h) Nobreach of any material license; |) Ownesship and right to use intellectual property: 4) Paymentof axes; 1k) Financial statements prepared in accordance with Indian GAAP, 1 Latest audited accounts fairly represent the financial condition of the Borrower a6 at the end ofthe relevant financial period and there has been no adverse change in the fnanclal condition ofthe Borrower since that date which would have a Material Adverse Effect 1m) Pari-passs ranking of claims ofthe senior lenders, ifaplicable; 1) No material proceedings pending 10), No immunity from suit or other legal proceedings: ) Completeness and accuracy of financial statements 4) No winding up action against the Borrower, 1) No government or regulatory authority. oF other third party consents Pre! frat Moron Pr Coe ‘alneady obtained or disclosed tothe Lend 5) Privateand commercial ats, no sovereign or other immunity. ‘Assignment, transfers and sub + patil Tenders ay wsign/ novate/Wansfer part o all oftheir ighis and obligations under Financing Documents to others without the consent ofthe Borrower and the assignment/novation/transfer may not have adverse financial impact on the Borrower, However, Lenders shall inform the Borrower of any such assignment/ novaton/ transfer. Tater ax, service tay, levies fe duties “Al ates of interest and/or Tees mentioned herein are exclusive OF Tnkerest x7 service tx and/ or any such other leves/ duties. Such interes tax/ othe levis/ ties, present and future, if any, applicable, as the case may be shall be payable by the Borrower to the Lenders over and above the rates mentioned hereinabove, ‘All Interest and other costs, charges, expenses shall accrue from day to day and ‘be calculated on the bass ofthe actual number of days elapsed and a year of 365, days, Financing Documents |The Facility Agreement, Security documents, Undertakings and other such documents customary for financing ofthis nature will be executed i form and substance acceptable to both partes. The Facility Agreement will contain usual provisions customary for atranstetion ofthis type but not included in tis sem. sheet Environmental, Health Safety and Social (ESS) The Company shall at all es during the cureney of the anata, comply with the environmental, health safety and socal (HSS) requirements oped tow 8) Bnsure compliance with provisions of all applicable legislation, and clearance issued there under, and maintenance of documents to beable to emonetate compliance withthe sae. 1) Ensue compliance with al conditions stipulated in the State and Central environmental clearances, as applicable forthe project. 6) Provide the requ Inormaton and provide access 10 lend ‘consultant appointed by lenders o cary ou a periodic Evironment & Social Monitoring and Review (ESMR) ofthe projet. The fos of such consultant Proje! natn Manne rie Cone shall be bore by the Company 4) Forward copies of any relevant Intemal or consultants reports or annual/ ‘other periodical reports on the environmental and socal status and performance ofthe operations, Ensure compliance with specifid recommendations made by consultant as per ESMR, Governing Taw and Jurisdiction ‘The Faclity will be governed by the laws of India and will provide for ‘submission by the Borrower to the non-exclusive jurisdiction of the courts of Mumba 182 ‘Key Terms of Non-fund Bate (NFB) acy Faelity ‘Bank Guarantee Limit Taelty Amount | INR SC Borrower Tose! Bhubaneswar MSW Lid. EBML) Sponsor ‘esa Infaprojecs Limited (IL) "Type of Facility ‘Non Fund Based Fcilty [Purpose of Facility | For securing the performance of the Borower under the Concession [Agreement in favour of BMC and/or under the Power Sale Agreement in favour of the oftaker Commission/Fee | O75% pa. payable semi-annually in advance plus applicable taxes 108 ‘Availability Period | One year from the date of sanction Tenor ‘Up fo wo year rom the date oF isuance Security ‘anne as RTL (be shaved paripassu with RTL Lenders) (Other Terms & ‘Standard Yor nancng ofthis nature Conditions 19 Pret Irmo Maman, Pree Cope Pj fan Mn Pr ft [Annexure Summary of the Concession Agreement Grant of Concession [EBML is given the right under DBFOT basis (Design, Bult Finance, Operate And Transfer) to establish the “Project Fallty” Le. Mixed MSW (Municipal Solid Waste) teatment plant of o0tons per day capacity on the "Project Site, i, dumpsite consisting of approx. 61.485 acres land at Bhuasun. ‘Concession Period + Period of 20 years commencing from COD, ie the date on which Developer shall commence ‘commercial operation, subject to renewal for such period as mutually agreed “Main Right of the Developer “+ Implement, operate and maintain the Project facity on the Project Site ‘+ Bclusively hold possession of the Projet Site in acordance with the terms of the Lease ‘Agreement “+ Upon commissioning to receive MSW and to process the same at the Project Facility and then to dispose the residual inert matter atthe Sanitary Landi site 1+ Store use appropiate, market and sell © Products, by products and recyclables obtained afte: procossing of MSW ‘©. Any recyclable material or any other material inlaing residual inert matters that it Is able to segregate and/or derive rom the MSW reveved at project ste ‘+ Retain any revenues generated from the sale of such produts/ services Performance Security Bank Guarantee “The Concessionaire shall, for due and punctual performance ofits obligations duting the Construction Period hereunder relating to the Project deiver to the Authority, a bank guarantee from a scheduled bank in the form a8 set out in Schedule 3, for a sum of INR inftd . Frc! tin Mere Prt & Coen 1,25/00000/- (Rupees One Crore Twenty Five Lakhs only). The Performance Security in the sntges has tobe furnished by the Concessionaire within 45 (foty five) days of issuance of Letter of Award and before signing the Concession Agreement and the Performance Security shll remain valid for a period of 120 days over and above the date of (COD. Until such tine the Performance Security is provided and comes into effect, the Bid Security shall remaln in ‘orce and effet, and upon such provision of the Performance Security form of pesformance bank gus ‘pursuant hereto the Authority shall release the Bid Securlty to the Concessionaire Assignment of Concession ‘The Developer shall no: create any Encumbrances on the Project Faility, without seeking ett approval from BNC. Project Site ‘+ BMC shall lease the land ("Project Site) required forthe Project ata nominal lease rental of ‘Re.1/-per square meter per annum for the Concession Period, The lease rental shall remain {xed forthe entire Concession Period and shall not be subject to any escalation, Financing + BMC will provide approprite comfort letter, a8 usual practice in similar projects, to the lenders enabling the Concessionaire to obtain loan finance fr the project Detivery of MSW “+The Project is designed to receive Unsegregated MSW and BMC agrees and undertakes that from COD it shall deliver to dhe Developer atthe sit, 600tons/day + or minus 10% capacity (“Assured Waste Quantity”) fill the end of the Concession Period with an ‘annual incremental increase as detailed in the RFP document “+ BMC assures the Developer that delivered MSW shall not be less than the Assured ‘Waste Quantity for processing atthe plant site fee of cost, regularly with a maximum overall gap of 1S cays (ot continuous) in calendar yearDeveloper will not at any point of time during the Concession (except for the frst two years from the Effective Dato) it » Proje! nemation Morte re Conn send more than 20% (by weight) of MSW received for processing unis cs Residual Inert ‘Mattes tothe Landfill site + Developer shat construct, operate and maintain Weighbridge atthe Project Site/ Project Facility to determine the weight of the consignment. ‘Key Obligations of the Developer 1+ The Developer at its own cost and expense shall arrange for financing towards the Development ofthe Project. BMC undertakes to provide requisite asistance and co- ‘operation in this regard ‘+ The Developer shall eperate and maintain the Project Fallity in accordance with the (O&M requirements as per approved O&M plan, The Developer shall 30 days prior to the COD submit to BMC, the O&M plan for the forthcoming Financial Year. The Developer may also subcontract the O&M of the Project Facility with prior consent of the BMC. ‘Key Obligations of BMC ‘+ DMC shall tits cost risk and expense, endeavour to supply to the Projet Facility in any given year after COD till the Termination Date, pro rata, such quanity of MSW, as dicated in the RFP and this Agreement. ‘+ BMC shall assit the Developer in obtaining approvals of the pins require for developing & implementing the Project Facilites, arranging uliies and also in sscuring Appliceble approvals Events of Default Devetoper'e Boent of Default ‘+ Developer has filed to adhere to the schedule for completing the construction of the Project Facilites an such fuse has delayed the achievement of COD bayond 60 days ofthe Scheduled Projct Completion Date ie. 12 months from Efective date int ” Pj emt Nemorantun Pre & Cnn ‘+ Developer has failed to accept the unsegregated mixed waste supplied by BMC for a continuous period of seven days or an aggregate period often days in any given month ‘+ Developer falls to adhere tothe O&M plan as approved under this Agreement by BMC das filed to euredy the same within a period of 6 days of receipt of notice inthis regard from BMC, ‘+The Developer has filed to make any payments dve to BMC and the same isn default, for more than 60 days from the date of receipt of notice from BMCin this regard, +The Developer isin material breach of any of its obligations under this Agreement and the same has not been remedied within a pelod of 30 days from the date of receipt of notice from BMC in this regard “+ Any representation or Warranty made by the Developer under this Agreement is found to be materially false and misleading + Developer is declared insolvent or suffered an attachment levied on any of is assets ‘which has caused ori key to cause a Material Adverse Effect on the Project andl such tachment has continued fora period exceeding 45 days + Any liquidator or provisional liquidator has been appointed in any winding up process against the Developer or the Developer has been ordered to be wound up by Court of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior consent of EMC, provided that, as part of such amalgamation or reconstruction and the amalgematec of reconstructed entity has unconditionally assumed all surviving obligations of the Developer under this Agreement. LBMC's Event of Default ‘+ Municipal Body has filed to make any payments due to the Developer under this ‘Agneoment and REP Document and the same is due fora perod of 60 days fom the due date of such payments ‘+ BMC isin material breach of any ofits obligations undor this Agreement and has filed to cure such breach within 60 days of receipt of notice threo issued by the Developer pel * Pre infeston Nem Pca Coyenat + BMC has unlawfully repudiated this Agreement or otherwise expressed its intention not tobe bound by this Agreement ‘BMC has unreasonably withheld or delayed grant of any approval or permission which the Developers obliged to seek under this Agreement from BMC Any representation made or warranties given by BMC under this Agreement have been ound tobe fase or misleading + BMC fails to comply with ay of ts obligations under this Agreement, Lease Agreement and the RFP document. Termination + Upon Developer's Event of Default, BMC and upon BMCs Event of default, Developer respectively shall be entitled to terminate this Agroement fa party decides to terminate this Agreement then a Preliminary Notice of Termination hall be issued to the defaulting party cing the events underiying such notice. + Within 30 days of receipt of such notice from the party, the defaulting party does not submit an Action Plan indicating the steps tobe taken to rectify the underiying Events of Default, then the party shall be entited to terminate this Agreoment by issuing. a “Termination Notice ‘+ If the Action Plan is submitted within 30 days by the defasiting party, then the defaulting pany shall have a farther period of 30 days to cue the underlying Events of Defaslt If however, the defaulting. is unable to cue the underlying Evens of Default within the sad petiod of 30 days, then party shall be entited to terminate this Agreement byistuing a Termination Notice '+ However for any payment event of default on part of Default, the party shall be entied to terminate the Agreement by giving Termination Notice of 0 days ‘+ Incase of Developers Event of Default, post issuance of Termination notice by BMC BMC shall fol the Performance Guarantee, fsubslsting and appropriate it inl 1» Pret neti Meron Prat Cnt ‘+ Incase of MC's vet of Default, post issuance of Termination notice by Developer, the Developer shall be entitled to claim compensation or damages for losses or damages lncurted by it or may arise directly or indirectly fom BMC Events of Default, Obligations of Parties upon Termination Following issue of Termination Notice by ether Paty, the Parties shall promptly take all such stops as may be necessary or required t ensure that + Until Termination the Parties shall fly dlscharge their respective bligations, as may be reasonably possible so as to sustain the operations ofthe Project Facility; ‘+ The termination payment, f any, payable by BMC is paid to the Developer on the “Termination Date (a nice in Termination notice and which shall be more than 30 days postits issuance) ‘+ Sulject to BMC paying all amounts due tothe Concesslonaire under this Agreement, REP Document and the Lease Agreement, the Project Facility ls handed back to BMC by the Developer on the Termniation Date fee from any Encumbrance along with any payment ‘that may be due to BMC; Rights of Pasties upon Termination ‘+ Upon Termination of this Agreement for any reason whatsoever, BMC shall upon making the termination payment and paying all amounts due to the Developer under this Agreement, REP Document and the Lease Agreement, if any, to the Developer have the power authority andl righ to: + enter upon and take possession and contol ofthe Project Facility forthwith; and + prohibit the Developer and any person claiming through or under the Developer from ‘entering upon / dealing with the Project Facility + Notwithstanding anythirg contained in this Agreement, Termination pursuant to any of the provisions contained inthis Agreement shall not preclude any Party to seek redressal of the right to recover monetary damages or any other right which it may have under law or Project fron Memeo Pre Conpnit ‘Concession. The rights and obligations of either Party under ths Agreoment, including ‘without limitation to Termination Payments, shall survive the Termination but only tothe ‘extent such survival snecessary forgiving effect to such rights and obligations Obligation of Parties upon Termination ‘Termination Payment if any, payable to the Developer by BMC in accordance with the ‘provisions of this Agreements pad tothe Developer on the Termination Date + Project Facility is handed back to BMC by the Developer on the Termination Date free from, allencumbrance + Performance Guarante and the Bank Guarantee shall be forthwith released and discharged. int m Prt nme Mean Prine Coens ‘Annexure II Project Management Structure Pret retin Mana Nagpur. Full Name of Company Prone Coed ‘Annexure III Profile of MITCON& Scope of TEV Study “The Maharashire Industrial and Technical Consultants (MITCON) is an 180 8001-2008 certified company, having an experience of over thre decades in consultancy and engineering services. It's join held by ICICI, IDBK, IFCL, SICOM, MIDC, and MSSIDC with headquarters at Pune (india) and regional offices at Mumbai, New Delhi, Ahmedabad, Chennal, Bangalore and rie particulars of MITOON are as follows: [MITCON Consultancy & Engincoring Services Led, (MITCON), Pune Sas Public Limited Company, an 180 9001 company Address Regd. Office / Head Office 1 Foor, Kubera Chambers, Dr. Rajendra Prasad Path Shivajinegar, Pune = 1 Telephone No. Facsimile No. Web Site ‘Year of Establishment 1582 ‘Core Business Awa ‘Consultancy & Engineering Servicer ‘Number of Permanent Saif = Consultants & support staff 240 out of which 120 are technically qualified 1+ Detailed Projct Report 1+ Lender Engjacer's Services + Owner's Engineer Services + Loan Syndication Restructuring Exercise IMITCON provides following consultant services related t banking and othe sctors ‘Appraisal / Techno Beonomie Viability (TEV) Study “+ Assets / Business Valuation (Charges as per Government approved rates) Pret memtin Met Pre Cpe + Technology up-giadation Services to the banks + Stock Audit + System Audit + Market Research “The scope ofthe TEV sty conducted by MITCON forthe proposed proctsing plant i as follows: 1, Assessment of Promoter and senior management setup 22 Assesment of solid waste management industry analysis 3, Technical Assessment ‘ Plantconfigurs b. Manufacturing Pocess, Technology used by company and its evaluation inthe context of presentand emerging trends nth industry © Assessment of installed eapaciios plant wise / product wise 4. Forecast and estinate of future capacity tlizaton inthe contest of technology status and marke! assessment 4. Raw material roqutemert, sources and logistic issues ‘5. Evaluation of uty requirements, manpower availability 46. Financial Analysis a. Financial Projections fo profitability statements, cash flow statements and balance sheet b. Assessment of Working Capital requirements, margin money requirement. ‘&Assessment of neds of financial restructuring fr long term debt sustainability. 1d, Operation and Firancial Risk Assessment int a Pret norman eo Prine Conta Sensitivity Anal 17. Conclusions on Technical and Economie Viebilty ofthe company’s operations 8, Any other aspect relevant tothe study may also be Incorporated and justified Prec oration Meme rote cota Annexure IV. Hitachi Zosen Incineration technology Evaluation Pacameters "The comparative study of Hitachi Zosen incineration based technology with other prominent ‘waste processing technologies as per the TEV study Is presented below: Emission Atmorpher tow Negi nema (ug) i bs Soe 20 is — 1 isa chim tu 7

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