Ex-10.10.2






Exhibit 10.10.2




HDFC Bank




	 	 	 
	 

	 	1st Floor, Kailash Bulding,

26, Kasturba Gandhi Marg,

New Delhi — 110 001.

Tel: 011-41699481

Fax: 011-41699483






Sanction Letter (Working Capital Facilities)




January 6, 2011




Mr. Rajesh Magow

Chief Financial officer

MakeMyTrip (India) Pvt. Ltd.

103, Udyog Vihar —I,

Gurgaon — 122016




Dear Sir,




Subject — Sanction Letter for Working Capital Facilities



We are
pleased to inform you that basis the company’s request the Bank has agreed in principle to
amend the below clause in General Covenants for working Capital facilities to MakeMyTrip (India)
Pvt. Ltd.





Existing Covenant-



Company to
avail Cash management Collection Facility from HDFC Bank Ltd.



Company to maintain a positive net worth of atleast Rs. 25 Cr during the currency of our facility



Company to transfer all their banking accounts including Fixed Deposits (within 30 days of
availment) to HDFC Bank excluding the current a/cs to be maintained for payment gateways of
Citibank & ICICI Bank



All
credits received in ICICI Bank whether Cash/ Cheque/ Credit Card/ Payment gateway
receivables of an amount above Rs. 1.50Crs. for Monday to Thursday
and Rs. 4.50 Crs. for Friday
and any Credit balance on Saturdays to be remitted to Cash Credit a/c with HDFC Bank on a daily
basis for which the Company shall issue irrevocable and unconditional instructions to ICICI Bank
to remit ,without any right of lien or set-off, to HDFC Bank on a
daily basis, and submit their
acceptance of these instructions in writing to HDFC Bank



The amount maintained with ICICI Bank on a daily basis to be used for making payments to Low
Cost Airlines only as deposit/ booking.



Credit
Card / Payment Gateway receivables through CitiBank to be remitted to Cash Credit a/c with
HDFC Bank on a daily basis for which the Company shall issue irrevocable and unconditional
instructions to CITIBANK whose PG/ POS terminals are/will be used for Credit Card acquisition,
to remit the credit card receivables, without any right of lien or
set-off, to HDFC Bank on a
daily basis, and submit their acceptance of these instructions in
writing to HDFC Bank.



The Company shall issue irrevocable and unconditional instructions to all present and future
banks whose PG/POS terminals are/will be used for Credit Card acquisition, to remit the credit
card receivables, without any right of lien or set-off, to HDFC Bank on a daily basis, and
submit their acceptance of these instructions in writing to HDFC Bank.



The
company will not lend funds to/invest in group entities without the Bank’s written consent.



The company will not raise addl. Borrowings or create charge on its properties/assets in favour
of any other lender without the Bank’s consent.



Registered Office : HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai — 400 013. Website : www.hdfcbank.com




 









 









Revised Covenant



Company to route all the cash flow of other POS banks through us only. Company
to give the suitable instruction for the same to the respective payment
gateways and confirmation in this respect to be obtained. This will remain as
trigger to even of default.



The company has to give prior intimation of 15 days before lending/investing
in group entities for amount more than Rs. 50 Mio



The company will not raise addl. Borrowings of more than Rs. 50.0 Mio or create
charge on its properties/assets in favour of any other lender without prior
intimation of 15 days.



Company to remain in profit else it will be treated as even of default.



Company to
avail Cash Management Collection facility from HDFC Bank Ltd
subject of our competitive offer.



All other Terms and Conditions/Covenants advised vide Sanction Letter dated 07/09/09 & 05/04/10
shall remain unchanged.



Assuring you the best of our service always.



Thanking you,




	 	 	 
	For HDFC Bank Limited.

	 	For HDFC Bank Limited
	 	 	 
	/s/ Mukesh Todi
	 	/s/ Rajeev Aggarwal
	 	 	 
	Mukesh Todi

	 	Rajeev Aggarwal
	Relationship Manager

	 	State Head & DVP
	Emerging Corporates Group

	 	Emerging Corporates Group