Increase Confirmation, dated January 27, 2012



 Exhibit 10.10 
 FORM OF INCREASE CONFIRMATION 
  

			
	To:	  	 Lloyds TSB Bank plc, as Facility Agent; and
 Eros International plc, as Parent, for and on behalf of each Obligor

		
	From:	  	UBS AG, Singapore Branch (the “Accordion Bank”)
		
	Dated:	  	27 January 2012

 EROS INTERNATIONAL PLC—US$125,000,000 Credit Agreement 

dated 5 January 2012 (the Facilities Agreement) 
 We refer to the Facilities Agreement. This agreement (the “Agreement”) shall take effect as an Increase Confirmation for the purpose of the Facilities Agreement. Terms defined in the
Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement. 
  

	(a)	We refer to Clause 2.3 (Voluntary Increase) of the Facilities Agreement. 

  


	(b)	The Accordion Bank agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “Relevant
Commitment”) as if it was an Original Lender under the Facilities Agreement. 

  

	(c)	The proposed date on which the increase in relation to the Accordion Bank and the Relevant Commitment is to take effect (the “Increase Date”) is
3 February 2012. 

  

	(d)	On the Increase Date, the Accordion Bank becomes party to the relevant Finance Documents as a Lender. 


 

	(e)	The Facility Office and address, fax number and attention details for notices to the Accordion Bank for the purposes of Clause 35 (Notices) are set out in the Schedule.


  

	(f)	The Accordion Bank confirms, for the benefit of the Facility Agent and without liability to any Obligor, that it is not a member of the Group or an affiliate of a
member of the Group. 

  

	(g)	The Accordion Bank confirms, for the benefit of the Facility Agent and without liability to any Obligor, that it is a Treaty Lender. 


 

	(h)	The Accordion Bank confirms (for the benefit of the Facility Agent and without liability to any Obligor) that it is a Treaty Lender that bolds a passport under the HMRC
DT Treaty Passport scheme (reference number 06/U/00582/DTTP) and is tax resident in Switzerland, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and notifies the Parent that:










	 	(i)	each Borrower which is a Party as a Borrower as at the Increase Date must, to the extent that the Accordion Bank becomes a Lender under a Facility which is made
available to that Borrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of the Increase Date; and 


 

	 	(ii)	each Additional Borrower which becomes an Additional Borrower after the Increase Date must, to the extent that the Accordion Bank is a Lender under a Facility which is
made available to that Additional Burrower pursuant to clause 2.1 (The Facilities) of the Facilities Agreement, make an application to HM Revenue & Customs under form DTTP2 within 30 days of becoming an Additional Borrower.


  

	(i)	This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this
Agreement. 

  

	(j)	This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 


 

	(k)	This Agreement has been entered into on the date stated at the beginning of this Agreement. 


  
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 THE SCHEDULE 
 Relevant Commitment/ rights and obligations to be assumed by the Accordion Bank 
  

					
	Commitment:	  	US$25,000,000
		
	Address:	  	UBS AG, Singapore Branch, 5 Temasek Boulevard, #18-00 Suntec Tower Five, Singapore 038985
		
	Fax No:	  	+65 6495 8609
		
	Attention:	  	Joanna Cheong / Seah Poh Kwang
		
	Tel:	  	+65 6495 5617 / +65 495 5616
		
	Email Address:	  	OL-BPS-Singapore@ubs.com
			
	Account Details:	  	 Nostro Correspondent Bank

SWIFT CODE
 For Account of

SWIFT CODE
 Account Number

Reference
	  	 : UBS AG Stamford
 :
UBSWUS33
 : UBS AG Singapore Branch
 :
UBSWSGSG
 : 101-WA-216003-000
 :
BPS/Eros


  

			
	 For and on behalf of UBS AG, Singapore Branch

as Accordion Bank
	  	
		
	 By: /s/ Sunil Be[r]l
	  	By: /s/ Rahul Kotwal
		
	        Executive Director
	  	       Executive Director

 This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the Facility Agent and the Increase Date is confirmed as 3 February 2012. 

Facility Agent: 
 By: /s/ Andrew Moore