mmyt-ex424_1972.htm



 

Exhibit 4.24

 



 

IndusInd Bank Sanction No: IBL/CAD North/2017-18/0989/Addendum Date: 28.03.2018 MakeMyTrip India Private Limited UG-7, (Front Side), TDI Mall, Rajouri Garden New Delhi -110027, India Dear Sir/Madam, Re: Addendum Sanction letter With reference to our Sanction letter ref No. IBL/CAD North/2017-18/0989 dated 16.06.2017whereby the Bank has conveyed you the sanction of Credit Facility of INR 260 crores, as below, on the terms and conditions as stipulated and annexed vide Annexure along with the aforesaid Sanction letter. Facility Limits Sanctioned (Rs. in crores) Existing Revised Overdraft Limits-1 15 15 Bank Guarantees: (For operational requirements) sub limit of OD limits-1 (10) (10) Overdraft against credit card receivables of American express credit cards-2 20 20 Bank Guarantees-1 (For lATA)’ 125 165 Bank Guarantees-2 (For other airlines) (proposed as sub-limit of lATA BG-1) 15 (15) SBLC limit (sub-limit of Bank guarantee-2) (2.5) (2.5) Forex (Forwards/Options/Derivatives) Notional: Rs62.5crores MTM: Nil (for hedging IBL’s own exposure) 5 (5) Total exposure 180 200 Cash backed facilities (in addition to the above exposure) Overdraft against FD 30 30 Bank Guarantees against FD 0 30 Total cash backed 30 60 We refer to your request for modification/addition of certain terms and conditions in respect of aforesaid credit facilities and are pleased to convey you sanction of the same as follows: Rs in crore Facility Details Existing Revised Overdraft Limits-1 15 15 Bank Guarantee-3 for lATA. sub limit of OD limits-1. 0 (15) Bank Guarantees: (For operational requirements) sub limit of OD limits-1 (10) (10) Overdraft against credit card receivables of American 20 20 1 Gurgaon Office: IndusInd Bank Limited, 3rd Floor, Building No.10, Tower-B, DLF Cyber City, Phase II, Gurgaon -122 002, India. Tel: (0124) 4749500 Fax: (0124) 4749596 Registered Office: 2401 Gen. Thimmayya Road, Pune 411 001, India Tel.: (020) 2634 3201 Fax: (020) 2634 3241 Visit us at www.indusind.com CIN: L65191PN1994PLC076333 1

 



 

 



 

express credit cards-2 Bank Guarantee-4 for lATA. sub limit of OD limits-2 (0) (15) Bank Guarantees-1 (For lATA) 165 165 Bank Guarantees-2 (For other airlines) (proposed as sub-limit of lATA BG-1) (15) (15) SBLC limit (sub-limit of Bank guarantee-2) (2.5) (2.5) Forex (Forwards/Options/Derivatives) Notional: Rs62.5crores MTM: Nil (for hedging IBL’s own exposure) (5) (5) Total exposure 200 200 Cash backed facilities (in addition to the above exposure) Overdraft against FD 30 30 Bank Guarantees against FD 30 30 Total cash backed 60 60 All other terms and conditions set out in all our earlier Sanction Letters shall remain unchanged. All the securities created in favour of the Bank shall continue in full force and effect for the above Additional/amended terms and conditions also. You are requested to return a duplicate copy of this letter duly signed by you in token of your acceptance of the terms and conditions hereof. Assuring you the best of our attentions, Yours faithfully For lnduslnd Bank Limited Team Leader – Commercial Banking Induslnd Bank Limited Zonal Head – Commercial Banking Accepted the above terms and conditions. We hereby confirm execution of the facility and security documents executed in favour of Bank and confirm that the securities created there under will continue for the above renewed facilities Borrower: For Make My Trip (India) Pvt. Ltd. Authorised Signatory Accepted the aforesaid Terms and Conditions Guarantors – For Make My Trip Ltd Authorised Signatory 2

 



 

 



 

Term Sheet of the proposed facilities: Type of Facility Bank Guarantee -3 for lATA As a sub-limit of Overdraft facility of Rs.15 crores) Nature Financials/ Performance Guarantees Limit Rs.15 crores. Purpose To be submitted to lATA for guarantying the payment obligations. Period of Sanction 12 months Cash Margin Nil Commission 0.15% p. a. plus applicable taxes. Tenor (including claim period) 18 Months including claim period (In case of guarantees exceeding 18 months Bank has the right to call for such guarantees to be covered by full cash margin from 19th month onwards) Primary Security Exclusive charge over all the assets of the company excluding vehicles which are purchased or will be purchased by the Company under hypothecation to the financing Bank(s). Guarantees Corporate Guarantee of MakeMyTrip Limited. Other Terms Deferral: Documents to be obtained within 30 days of disbursement. Board resolution, accepted sanction letter and counter guarantee to be obtained upfront. Special Covenants For Bank Guarantee: - A separate Counter Guarantee of the company is to be submitted prior to issue of each Bank Guarantee, unless an omnibus counter guarantee has been submitted. - The Bank will not normally issue any guarantee that: o Does not contain a clause limiting the liability and the period for honoring claims, in a form approved by the Bank o Contains any onerous clause or places a undue liability, or is required in a format not acceptable to the Bank. o Requires the Bank to automatically renew I extend the guarantee o Relates to performance of an obligation not related to borrower’s normal business o Purports to guarantee direct/indirect borrowings. This does not apply to ‘Advance Payment Guarantees’ in connection with contract execution. o The Bank has not received, to its satisfaction, documentary evidence of the underlying obligation and of the Borrowers ability to fulfill the same. - Payment will be made on an invoked Bank Guarantee, immediately on receipt of a valid claim, under intimation to you, by debit to your operative cash credit/ current account, for which you are obliged to make good the funds, forthwith. - The company and the guarantor shall undertake to provide full margin if the Bank does not want to renew the guarantee. In case of BGs issued for more than 18 months validity, the Bank has right to demand 100% cash margin in deposit, after the expiry of 18 months. - The Bank, may at its discretion permit issue of guarantees on behalf of your Wholly owned SPVs/ JV entities where you hold substantial interest: 3

 



 

 



 

A Board Resolution stating, "the Borrowers are responsible for any risk and liability arising out of the BGs issued on behalf of the SPV/ JVs/ consortia and the securities offered by the company can be appropriated towards such liabilities. o A request letter from the company authorizing the Bank to issue the BG on behalf of consortium, from out of the limit sanctioned to the borrower. o BGs on behalf of consortium/JVs will be issued only after approval of such consortium arrangements (names, capabilities, liabilities, etc of foreign and Indian partners) o A counter guarantee authorized by a Board resolution from the subsidiary/ JV entity, if required. - The borrower should submit a quarterly certificate from a practicing CA I statutory auditor that all payments I settlements to lATA were done promptly, supported by details of instrument and proof of payment to lATA (Bank statement), listing out delays, beyond 3 days if any. Also no certificate is required if payment has been made through lnduslnd Bank Account. - The company/ Borrower should undertake to inform the Bank immediately, by means of a special letter, in case of any adverse event as regards performance of the underlying obligation such as claims, counterclaims, dispute, cost and time overruns Court I Arbitration proceedings and the like. Type of Facility Bank Guarantee -4 for lATA As a sub-limit of Overdraft facility of Rs.20 crores) Nature Financials/ Performance Guarantees. Limit Rs.15 crores. Purpose To be submitted to lATA for guarantying the payment obligations. Period of Sanction 12 months Cash Margin Nil Commission 0.15% p. a. plus applicable taxes. Tenor (including claim period) 18 Months including claim period (In case of guarantees exceeding 18 months Bank has the right to call for such guarantees to be covered by full cash margin from 19th month onwards) Primary Security Exclusive charge over all the assets of the company excluding vehicles which are purchased or will be purchased by the Company under hypothecation to the financing Bank(s). Guarantees Corporate Guarantee of MakeMyTrip Limited. Other Terms Deferral: Documents to be obtained within 30 days of disbursement. Board resolution, accepted sanction letter and counter guarantee to be obtained upfront. Special Covenants For Bank Guarantee: A separate Counter Guarantee of the company is to be submitted prior to issue of each Bank Guarantee, unless an omnibus counter guarantee has been submitted. The Bank will not normally issue any guarantee that: o Does not contain a clause limiting the liability and the period for honoring claims, in a form approved by the Bank o Contains any onerous clause or places a undue liability, or is required in a format not acceptable to the Bank. o Requires the Bank to automatically renew I extend the guarantee o Relates to performance of an obligation not related to borrower’s normal business 4

 



 

 



 

Purports to guarantee direct/indirect borrowings. This does not apply to ‘Advance Payment Guarantees ‘ in connection with contract execution. o The Bank has not received, to its satisfaction, documentary evidence of the underlying obligation and of the Borrowers ability to fulfill the same. - Payment will be made on an invoked Bank Guarantee, immediately on receipt of a valid claim, under intimation to you, by debit to your operative cash credit/ current account, for which you are obliged to make good the funds, forthwith. - The company and the guarantor shall undertake to provide full margin if the Bank does not want to renew the guarantee. In case of BGs issued for more than 18 months validity, the Bank has right to demand 100% cash margin in deposit , after the expiry of 18 months. - The Bank, may at its discretion permit issue of guarantees on behalf of your Wholly owned SPVs/ JV entities where you hold substantial interest : o A Board Resolution stating , "the Borrowers are responsible for any risk and liability arising out of the BGs issued on behalf of the SPV/ JVs/ consortia and the securities offered by the company can be appropriated towards such liabilities. o A request letter from the company authorizing the Bank to issue the BG on behalf of consortium, from out of the limit sanctioned to the borrower. o BGs on behalf of consortium/JVs will be issued only after approval of such consortium arrangements (names, capabilities, liabilities, etc of foreign and Indian partners) o A counter guarantee authorized by a Board resolution from the subsidiary/ JV entity, if required. - The borrower should submit a quarterly certificate from a practicing CA I statutory auditor that all payments I settlements to IATA were done promptly, supported by details of instrument and proof of payment to lATA (Bank statement), listing out delays, beyond 3 days if any. Also no certificate is required if payment has been made through lnduslnd Bank Account. - The company/ Borrower should undertake to inform the Bank immediately, by means of a special letter, in case of any adverse event as regards performance of the underlying obligation such as claims, counterclaims, dispute, cost and time overruns Court I Arbitration proceedings and the like.5