How Citigroup Squeezed BPTP Developers

We all have read about the India's Sub-Prime Realty Developer - BPTP. Citigroup which came to the sinking ship of Chawla, squeezed with very tough conditions and clauses. Here is an excerpt from the same.

Citigroup has the right to exercise a swap option (Swap Option) if BPTP fails to achieve a listing of its equity shares within 24 months from the closing date. On the exercise of the Swap Option, CPI is entitled to the following:

• demand that BPTP establish one or more special purpose companies ("Project Companies) for acquiring the assets selected by CPI (Swap Option Projects).
• each Project Company to issue shares to CPI such that the shareholding of CPI and the Chawlas is in the ratio 49.99:50.01.
• demand that BPTP transfer the development rights of the Swap Option Projects to the Project Companies or have the development rights to the Swap Option Projects sold by BPTP for a refund of the swap option amount.
• demand that BPTP or the Chawlas buy back CPI's equity shares.
• if the Swap Option is not implemented in accordance with the investment agreements, CPI has the right to require BPTP to sell the selected Swap Option Projects (Sale Right).

Both the parties agreed to postpone/suspend the implementation of the Sale Right until July 8, 2011 by which time BPTP has to undertake a successful IPO. Can two losers make a winner ?