7. Facility (i) Debt facilities comprising of Rupee term Loan of Rs.200.00 crores
out of debt requirement of Rs. 9,475.00 crores
(ii) Bank Guarantee (BG) of Rs.100.00 crores out of total BG
requirement of Rs. 2,000 crores.
8. Purpose of Facility To fund the design, supply, delivery, installation, commissioning and
operations of GSM based mobile telecommunications service
across all 22 circles in India by the Borrowers and national long
distance and international long distance services by Unitech Long
Distance Communication Services Private Limited. (a subsidiary of
Unitech Wireless (Tamilnadu) Private Limited) (hereinafter referred
to as the "Project").
The proposed Facility shall be used to fund
(i) Deployment of the GSM network including expenditure
incurred in ILD/NLD services as per the Project;
(ii) The expenditure incurred by the borrower towards
UAS/NLD/ILD Licence fee and preliminary & pre-operative
expenses;
(iii) Repayment of the Short Term Loans availed by the Borrowers
towards the implementation of the Project;
(iv) Operational Cash Losses including interest during the project
implementation period;
(v) Maintenance of Debt Service Reserve (DSR) amount required
during Implementation Period;
BGs shall be for the purpose of extending Bank Guarantees, bid
bonds etc in the normal course of business and/or in favour of
Department of Telecom (DOT) and/or any other statutory body
prescribed by Government of India (GOI), State Govt. etc
9. Project Cost The Project Cost has been estimated at Rs.16,248 Crores towards
the Project.
10. Interest Rate The interest rate would be Base Rate of State Bank of India (SBI)
plus a spread of 3.75% i.e. presently at 11.25% p.a. with monthly
rests. The interest spread shall be reset at the end of the availability
period i.e. upto 31st December 2013 and annually thereafter.
11. Upfront Fees 25 bps (plus applicable taxes) applicable on the fund based
facility.
12. Tenor 10 years
13. Availability The fund based facility shall be available for drawdown upto 31 st
Period December 2013. The BG limit can be utilised at any time during the
tenor of the Facility.
14. Moratorium Upto 30th March 2014
15. Project Funding The funding of the Project Cost will be undertaken through a
combination of Debt (Project Debt) and Contributed Equity at a
ratio not exceeding 1.40.
For the above, Debt shall include all secured external borrowings of
the Borrower including Rupee Term Loan, External Commercial
Borrowings, External Credit Agency Loans, Vendor Credits and LC.
Contributed Equity refers to the aggregate amount of shareholders
contribution by the Sponsor and the Co-Sponsors to the Project
Cost. It will be provided by the shareholders in the form of equity or
subordinated shareholder loans or redeemable / non-redeemable
preference shares or quasi equity. It can be in any other form as
acceptable to the Lenders Agent.
Redeemable Preference Shares (RPS) can be considered as part of
equity subject to it being subordinated to the Lenders and can be
redeemed only after the tenor of the loan except where its
redeemed by the issuance of fresh shares.
16. Security The Facility(ies)shall be secured by:
1. Pari Passu first charge on all present and future
tangible/intangible, movable assets of the Borrower;
2. Pari Passu first charge on all present and future (if any)
immovable assets of the Borrower;
3. Pari Passu first charge on all present and future current assets of
the Borrower
4. Pari-passu first charge on UAS / NLD / ILD Licenses held by the
Borrowers and Assignment thereof in favour of the lenders
through execution of Tripartite Agreement between the
licensor, licensee/Borrowers and Lenders;
5. Pledge of 51% issued and paid up shares of the Borrowers
6. Charge over Project Accounts (A first pari passu charge on the
Trust and Retention Account, Debt Service Reserve Account for
ensuing 3 months debt obligation including interest and
principal repayment and other reserves) and any other bank
accounts of the Borrower(s) wherever maintained,
7. Assignment / Pari-passu first charge over all insurance policies
and all proceeds from sale or lease of network, including
payment from DoT in the event of termination / cancellation of
licence in respect of any of the circles to the extent permissible
under such policies or licences.
8. Assignment / Pari-passu first charge over all rights, interest,
policies, benefits of the Borrower in the material project
contracts & agreements and other intangible project assets,
relating to the Project, to the satisfaction of Lenders. For the
purpose of the clause, all agreements/contracts having a
contract value of Rs. 100 crore and above would be treated as
material contracts/agreements;
Security would be shared on a pari-passu basis amongst all the
secured Lenders, including ECA/ECB.
Security Creation: Security as defined in (5) to be created before
disbursement, security as defined at (1), (2), (3), (6*), (7), (8) within 3
months of disbursement and security as at (4) within 6 months of
disbursement, unless otherwise agreed by the Lenders Agent,
failing which a additional interest of 1% over and above the
Applicable Interest shall be charged for the period of delay on the
entire amount outstanding, till the security is perfected.
* Note: DSRA account must have been created/funded before first
disbursement.
The Borrowers may arrange to create DSRA, as stipulated herein, by
providing a Letter of Credit/Bank Guarantee acceptable to
Lender's Agent. The charge on project assets shall not be available
as security for DSRA LC/BG.
17 Undertaking Telenor ASA shall provide undertaking satisfactory to the Lenders
Agent, for induction additional funds by way of subordinated
loans from Banks/financial institutions, equity, preference share
capital, subordinated shareholder loans , and/or any other means
as acceptable to the Lenders Agent, to meet any Funding Shortfall
arising on account of cost over-run or shortfall in the cash
generated in comparison with the Lenders Base Case by the
business during the period of 36 months, from the date of first
disbursement. The undertaking will expire at the last date of the
36th month from the date of first disbursement or September
30,2013,whichever is earlier.
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