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Lender Reference Comment Response

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1. ABFL Definition of What is the reason for exclusion of “excluding any The exclusion stems from the base draft
Outstanding element of unpaid interest, default interests, redemption of IBA (and is in line with the IBA base
premium, other fees, charges, damages, claims etc” from for the June 7 circular too). The
the scope of Outstanding. intention may have been to exclude
contingent claims and present a firm
profile of outstanding amounts of the
lenders and reduce confusion with
respect pro – rata distribution/
obligations/ percentages and should not
affect the actual outstanding positions
to be taken into consideration for
resolving the actual debt.
2. 2.4(a) Fees of the Lead Lender and consultants’ fees – whether The clause is consistent with the base
these should be paid by the borrower. draft of IBA. Also please note that as
per Clause 2.4(b) costs of the Lead
Lender for consultants may be
reimbursable by the borrower. Please
note that if a successful resolution is
achieved in all likelihood the lenders
may be able to shift the costs incurred
to the borrower - this may be
addressed in the resolution plan itself.
3. 4.1(i), (j), (l) Release of/ modification of security as part of the security The deletions are consistent with the
package – deleted language requested to be reinstated. base draft of IBA. Clause 4.1 indicates
what can be considered as part of the
plan. Any resolution plan envisaging a
revised security structure will still
require majority lender approval as per
the ICA. Also please note that any
lenders holding Exclusive Security is
also protected under Clause 12.
4. 4.1(m) Curing/ waving of breach – request to be deleted As above, this is an indicative list of
what a resolution plan can consider and
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if the lenders agree to a plan which
includes a waiver of breaches that
same, subject to the requisite majority
lender approval may be adopted. This
language in the ICA does not ipso facto
waive a default/ cure a breach.
5. 4.2(b) Deletion of reference to Exclusive Security As with Clause 4.1, this too has been
mentioned in the draft as a factor that
may be considered while vetting a
resolution plan. To be retained as per
the IBA base draft.
6. 4.2(c) Query on requirement for detailed escrow mechanics As above, this line item only indicates
that lenders should consider this point
and detailed escrow mechanics if so
required by the lenders may be
discussed at the time of finalisation of
the resolution plan.
7. 4.2(e) Existing security sharing arrangement etc. As above, this line item only indicates
that lenders should consider this point.
It does not imply a change unless
considered specifically by the lenders
as part of the resolution plan.
8. 6.2(b) Enforcement moratorium during the period for Consistent with the base draft of IBA
implementation of the resolution plan. and this clause does not imply
continuance of the moratorium if a
resolution plan fails to be implemented
within timelines under the circular.
This read with Clause 13.2 provides a
consistent position that the stand still
will expire if the plan is implemented
or is not implemented within prescribed
timelines.
9. 6.2 Retention of dissenting lenders as a concept The base draft from IBA does not
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consider a concept of dissenting lenders
and/or payment of liquidation value to
them (like it was the case for the June 7
circular ICA). Clause 4.1 indicates
what can be considered as part of the
plan. Any resolution plan require
majority lender approval as per the
ICA. The absence of the concept of
dissenting lenders implies that a
majority approval triggers a successful
implementation of the plan, and if such
majority approval is not obtainable then
the plan cannot be implemented.
10. 9.1 Term of the ICA linked to termination of the resolution The IBA base draft does not
process specifically link the term to the
termination of the resolution process.
However the standstill clause itself
drops off if the resolution plan is not
implemented within timelines or if the
resolution process is terminated. Hence
even if a view is taken that the ICA
technically continues, it would not have
the force of the standstill.
11. 11.1 Comments and changes requiring standstill to be linked to Clause 11.2 as per the IBA base draft
implementation of the resolution plan conveys the same.

12. Exim Bank 3.1(b) Meeting threshold for lenders suggested at 33%. 25% is consistent with the IBA base
draft and may be considered as a
reasonably achievable percentage for
triggering a lenders meeting.
13. 9.2 Clause is incoherent. In our view Clause 9.2, likely conveys:
(i) that lenders have certain obligations/
protocols inter se each other under the
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ICA. If they do not conduct themselves
according to such protocols/
requirements (voting/ attending
meetings/ complying with standstill/
bearing costs pro-rata), then such non-
compliance and consequence thereof
survives termination and (ii) that if a
resolution plan is implemented ad
thereafter the ICA (which is a
temporary arrangement to oversee such
implementation or lack thereof) is
terminated, such ICA (especially in the
absence of an intercreditor arrangement
post implementation of the resolution
plan) does not have any effect on the
implementation.

14. IDBI Bank 3.1(b) Meeting threshold for lenders suggested to be removed. 25% is consistent with the IBA base
draft and may be considered as a
reasonably achievable percentage for
triggering a lenders meeting.
15. 4.1(i), (j), (l) Release of/ modification of security as part of the security The deletions are consistent with the
package – deleted language requested to be reinstated. base draft of IBA. Clause 4.1 indicates
what can be considered as part of the
plan. Any resolution plan envisaging a
revised security structure will still
require majority lender approval as per
the ICA.
16. 4.1(k) Resolution plan involving change of ownership is not an The August 6 circular does not provide
option. an option to achieve change in
management through a resolution plan
under this circular. Accordingly, even if
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it is retained or deleted, this would not
be an option for the lenders the ICA
does not supersede the circular.

Hence for the sake of conformity in

form to the IBA draft clause may be
retained by adding “if applicable as
per the August 6 Framework”.
17. 4.2 Retention of added language regarding exclusive security. May not be repeated as the same
concept is adequately covered in Clause
12.
18. 8.1 Usage of “exit” instead of “terminated”. The IBA base draft does not
specifically link the term to the
termination of the resolution process.
Please consider termination as this is an
agreement which “terminates” vis-à-vis
all lenders as opposed to the word
“exit” which conveys an option for
lenders to either continue or not
continue.
19. 18 (Governing Law) Timelines for dispute resolution proposed to be curtailed. May be kept consistent with the IBA
and 19 (Jurisdiction) base draft.

20. IDFC First 4.1(c) Sanction of additional Covid emergency lines – Clause 4.1 indicates what can be
suggestion to add “sole discretion of the lenders” considered as part of the plan. Any
resolution plan envisaging a revised
security structure will still require
majority lender approval as per the
ICA. The ICA does not have a concept
of dissenting lenders, which implies
that a majority approval triggers a
successful implementation of the plan,
and if such majority approval is not
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obtainable then the plan cannot be
implemented.

21. 4.1(d), (f), (g), (h) Debt to equity, assignment, write off Clause 4.1 indicates what can be
considered as part of the plan. Any
resolution plan envisaging these actions
will still require majority lender
approval as per the ICA. The ICA does
not have a concept of dissenting
lenders, which implies that a majority
approval triggers a successful
implementation of the plan, and if such
majority approval is not obtainable then
the plan cannot be implemented.

22. IndusInd Bank Email dated November Points in email: The ICA is for a limited purpose of
2, 2020 (a) accelerated repayment of debt restructured under overseeing a process of implementation
the said scheme from monies generated via asset of a resolution plan. These are features
monetization/ sale of investments/ repayment of of the resolution plan which may
loans & advances in the company and the group considered while discussing and
at large finalising the resolution plan.

(b) regular payment of interest on Term Loan as well

as Working Capital Facilities at all times

(c) specific monetizable tangible assets to be

identified and provided as security for the entire
unsecured exposure both fund based & non fund
based

(d) 2nd charge on shares of Tata Sons held by Cyrus

Investments & Sterling Investments to be
provided as pledge subj. to clearance from
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Supreme Court

23. Definition of Lead Minor drafting changes. Retained as original in the IBA base
Lender draft. It has been confirmed that SBI is
the Lead Lender for the purpose of the
resolution process.
24. 2.5 Deletion of indemnity to Lead Lender. This is consistent with the IBA base
draft and may be retained accordingly.
Also this will be pro - rata only to the
extent of costs suffered/ claims arising
with the Lead Lender on account of
their activities under the ICA as the
Lead Lender.
25. 9.2 Does the termination of the ICA after implementation of a In our view Clause 9.2, conveys that if
resolution plan affect such resolution? a resolution plan is implemented ad
thereafter the ICA (which is a
temporary arrangement to oversee such
implementation or lack thereof) is
terminated, such ICA (especially in the
absence of an intercreditor arrangement
post implementation of the resolution
plan) does not have any effect on the
implementation.
26. 17.2 Deemed delivery of notice not acceptable. This may be difficult to ascertain
factually. May be please be retained as
per the IBA base draft. Also this is a
manner in which a notice is sufficiently
consider as being given and the benefit
of this provision is available to all
lenders.

27. Standard Dissenting Lenders – Dissenting Lenders – introduction of the concept The base draft from IBA does not
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Chartered Bank introduction of the (including payment of liquidation value). consider a concept of dissenting lenders
concept. and/or payment of liquidation value to
them (like it was the case for the June 7
circular ICA). Clause 4.1 indicates
what can be considered as part of the
plan. Any resolution plan require
majority lender approval as per the
ICA. The absence of the concept of
dissenting lenders implies that a
majority approval triggers a successful
implementation of the plan, and if such
majority approval is not obtainable then
the plan cannot be implemented.
28. 2.2(f) and 2.5 Reference to capped indemnity as SCB’s internal This may be discussed as and when
guidelines do not allow uncapped indemnity. appointments of consultants are done
re the comment on capped indemnity
for appointment of such consultants.

With respect to Clause 2.5 this may not

applicable as a policy for other lenders
and may not be reflected specifically in
the ICA.
29. Changes to align with NA The IBA base draft for the August 6
the IBA base draft. circular is being adopted and to the
extent consistent such changes will be
assumed and carried through.
30. Definition of Additional changes made to cover spin-offs from Please note that the ICA is for the
Exclusive Security exclusive security. purpose preserving existing interests of
the lenders (including in the Exclusive
Security which is existing as on the date
of the ICA).
31. Definition of Third Additional changes to cover sanctioned but uncreated Please see explanation above. Drafting
Party Security security. changes to the extent made for aligning
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to IBA base draft will be considered.
32. Clause 2.2 (i), (j) Scope for appointment of consultants by lenders in These are indicative and provide ability
relation to these line items. to the lenders to seek advise from
consultants for such matters should
they choose to. Retained in line with
the IBA base draft.
33. Clause 3.1(b) Notice period Retained unchanged from the IBA base
draft.
34. Changes to line items Additional facets over and above what has been provided Please note that Clause 4.1 indicates
in Clause 4.1, in the IBA base draft. what can be considered as part of the
including in sub- plan. Any resolution plan envisaging
clauses (c), (d), (f), (i), these actions will still require majority
(j), (l), (o), (q), (r), (s) lender approval as per the ICA. The
ICA does not have a concept of
dissenting lenders, which implies that a
majority approval triggers a successful
implementation of the plan, and if such
majority approval is not obtainable then
the plan cannot be implemented.
35. Changes in line items Additional facets over and above what has been provided As with Clause 4.1, the line items of
in Clause 4.2 in the IBA base draft. Clause 4.2 are indicative in nature. Any
resolution plan envisaging these actions
will still require majority lender
approval as per the ICA. The ICA does
not have a concept of dissenting
lenders, which implies that a majority
approval triggers a successful
implementation of the plan, and if such
majority approval is not obtainable then
the plan cannot be implemented.
36. Clause 8.1 Insertion of scope for extended time period by RBI May be accepted. “or such other
extended time period as may be
prescribed by the RBI in relation to
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the August 6 Framework” shall be
added in each of Clause 8.1(b) and
Clause 8.1(c).
37. Clause 11 Additional changes over and above what has been To be retained as original in the IBA
provided in the IBA base draft. base draft.
38. Clause 12 Additional changes over and above what has been To be retained as original in the IBA
provided in the IBA base draft. base draft.
39. Proposed Clause 13 Additional Funding Clause – additionally inserted. Not contained in the IBA base draft.
Not to be inserted.
40. Changes to standard Changes made in variation from the standard IBA draft. To be retained as original in the IBA
clauses on base draft.
confidentiality and
amendments

41. Union Bank Email dated November Draft contains minor changes and the email indicates We assume the IBA base draft is
3, 2020 Union Bank requires rationale for deviations from the IBA acceptable to Union Bank and any
standard draft if at all. changes thereto basis the comments of
other lenders may be considered by
them provided such changes are
accompanied with rationale.

42. YES Bank Email dated October YES Bank requires the standard IBA draft to the executed. Noted. Certain changes have been
31, 2020 made basis comments of lenders which
are displayed in track in the blackline.

43. Zoroastrian Bank Email dated November Minor drafting clean up. Noted.
5, 2020

44. HDFC Bank Email dated November Concept of dissenting lenders. The base draft from IBA does not
5, 2020 consider a concept of dissenting lenders
and/or payment of liquidation value to
them (like it was the case for the June 7
circular ICA). Clause 4.1 indicates
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what can be considered as part of the
plan. Any resolution plan require
majority lender approval as per the
ICA. The absence of the concept of
dissenting lenders implies that a
majority approval triggers a successful
implementation of the plan, and if such
majority approval is not obtainable then
the plan cannot be implemented.
45. Dealing with Exclusive Security. Clause 12 provides quite clearly the
fact that lenders’ interests in relation to
Exclusive Security are preserved during
the resolution process. If any additional
sharing/ ceding construct regarding the
Exclusive Security is to be considered
the same may be discussed while
finalising the resolution plan. No
changes are required per se to the ICA.
46. Proposed Clause 12(b) additional language re uncreated The clause is not present in the base
but sanctioned exclusive security draft of the IBA and will not be
included. Clause 12 will be retained in
original without this additional concept.
47. Proposed clause for additional funding. The clause is not present in the base
draft of the IBA and will not be
included.
48. Corporate Guarantees given by the borrower – servicing The corporate guarantees given by the
of these claims out of secured assets of the borrower. borrower are contingent unsecured
liabilities of the borrower. proceeds of
primary security of borrower’s assets
available with the borrower’s lenders
cannot service such unsecured
contingent liability.
49. Extension of charge of one of the securities held under Whether such security available with a
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SPCPL for another loan outstanding with HDFC and thus bank for more than one exposure
any cashflows being generated from this asset will also be (seemingly with the borrower and a
utilized towards repayment of that HDFC loan. third entity) needs to be appropriated in
a certain manner may be discussed
separately while finalising the
resolution plan. Per se Clause 12
protects exclusive security interest of
lenders and no changes are required to
the ICA to account for this specifically.

50. Indian Bank Email dated November At Page No.4, in recital Para (J) before the clause Noted. Will be made.
6, 2020 “implementation of a Resolution Plan”, please consider to
add the words “formulation and” and in Para (K), before
the words “implement the resolution plan”, please add
“formulate and”
51. Definition of Lead Minor drafting changes. Retained as original in the IBA base
Lender draft. It has been confirmed that SBI is
the Lead Lender for the purpose of the
resolution process.
52. Additional line items Deletion of additional line items/ language in relation to Please note that these have been kept
in Clause 4.1 line items. unchanged as per original in the IBA
base draft.

53. Central Bank of Definition of Core Suggestion to specify the members of the core committee Please note that the definition in the
India Committee in the definition standard draft from the IBA provides
the qualification criteria for lenders
forming a part of the core committee
from time to time. The exact members
forming the committee is a matter of
fact and may be updated from time to
time. The definition may not be
changed.
54. Definition of Lead Minor drafting changes. Retained as original in the IBA base
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Lender draft. It has been confirmed that SBI is
the Lead Lender for the purpose of the
resolution process.
55. Clause 15 Retention of the words “by the Requisite Lending Please note that the phrase is consistent
Institution Majority” with the IBA base draft and has been
retained accordingly.