
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
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This is a tripartite agreement between a lender, a borrower, and a pledger for a secured inter-corporate loan. It contains specific provisions for maintaining a percentage margin on the value of pledged shares and mandates the execution of a Demand Promissory Note. It is not an unsecured revolving credit facility.
Use this document when a company provides a loan to another company and requires listed equity shares from a third-party affiliate as security. Use a standard Loan Agreement if no third-party pledge is involved or a Mortgage Deed if the security is real property.
| Clause | Name | What it does |
|---|---|---|
| 1 | Loan and Period | The Lender advances a specific sum in Rupees for a stated period of days starting from the disbursal date. |
| 2 | Interest and Penal Interest | The Borrower must pay a specified percentage of annual interest and additional penal interest in the event of a payment default. |
| 3 | Security and Pledge | The Pledger secures the loan by pledging fully paid-up equity shares of a listed company as detailed in the Annexure. |
| 4 | Margin Maintenance | The Borrower must make good a specified percentage margin upon notice or the Lender may demand immediate full repayment. |
| 7 | Sale of Securities | The Lender may sell or dispose of pledged equity shares in the open market to satisfy outstanding debts if the Borrower defaults. |
| 9 | Demand Promissory Note | The Borrower is required to execute a Demand Promissory Note in favour of the Lender as part of the transaction. |
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A three-party secured loan agreement for an inter-corporate deposit in India, between a lender company, a borrower company, and a third-party pledger company. The lender advances a fixed-term, interest-bearing inter-corporate deposit to the borrower, and the pledger secures repayment by pledging fully paid-up equity shares in favour of the lender. It covers the deposit amount, interest and penal interest, the share pledge and margin maintenance (top-up if the share price falls), the lender's right to sell the pledged shares on default, accretions (bonus/rights/dividends) forming part of the security, a demand promissory note, a power of attorney over the shares, and the pledger's joint-and-several, co-extensive liability with the borrower.