Exhibit 4.51

 

English Summary of €980 Million Term Loan Agreement

 

Ctrip.com International, Ltd. (as borrower), Bank of China (as sole mandated lead arranger), Industrial and Commercial Bank of China, Shanghai Branch and Shanghai Pudong Development Bank, Shanghai Branch (as joint lead arrangers), Bank of China, Shanghai Branch (as agent), Bank of China, Shanghai Changning Sub-branch (as guarantee agent), and certain lenders entered into a €980 million term loan agreement dated June 8, 2017 (the “Agreement”).

 

The following is an English summary of material terms and conditions of the Agreement in accordance with Rule 12b-12(d) under the Securities Exchange Act of 1934, as amended (17 CFR 240.12b-12(d)). In addition to the material terms and conditions that have been summarized herein, the Agreement also includes other customary provisions with respect to subjects such as Borrower’s (as defined below) representations and warranties, mechanism of drawdown and repayment, indemnifications, events of default, fees and expenses, other standard covenants, enforcement of security, and amendment and assignment.

 

	
Borrower
    	
 
    	
Ctrip.com International, Ltd. (the “Borrower”).
    
	
 
    	
 
    	
 
    
	
Original Lenders
    	
 
    	
Onshore Lenders (Class A Loan Lenders):

·             Bank   of China, Shanghai Changning Sub-branch

·             Industrial   and Commercial Bank of China, Shanghai Branch

·             Shanghai   Pudong Development Bank, Shanghai Branch

·             China   Merchants Bank, Shanghai Xujiahui Sub-branch

·             Shanghai   Minsheng Bank, Shanghai Branch

·             The   Export-Import Bank of China, Shanghai Branch

·             Bank   of Communications, Shanghai Changning Sub-branch

 

Offshore Lenders (Class B Loan Lenders):

·             Bank   of China (Hong Kong)

·             Bank   of Communications, London Branch

 

(collectively, the “Original   Lenders”)
    
	
 
    	
 
    	
 
    
	
Loan Amount
    	
 
    	
Class A Loan: Renminbi equivalent of €800   million

 

Class B Loan: €180 million



(collectively, the “Loan”)
    
	
 
    	
 
    	
 
    
	
Loan Term
    	
 
    	
60 months from the first drawdown date.
    
	
 
    	
 
    	
 
    
	
Drawdown Term
    	
 
    	
Within 90 days from the date of the Agreement or   other longer period agreed by the Borrower and Bank of China, Shanghai   Branch.
    
	
 
    	
 
    	
 
    
	
Interest Rate
    	
 
    	
Class A Loan: People’s Bank of China benchmark   interest rate

 

Class B Loan: Euribor plus 150 bps per annum   (if Euribor is negative, then it should be counted as 0 for the calculation   of interest rate)
    
	
 
    	
 
    	
 
    
	
Repayment Schedule
    	
 
    	
Repayment in 10 instalments every six months   commencing six months after the first drawdown date.
    


 











 

	
 
    	
Repayment Date
    	
 
    	
Cumulative Repayment 
   Amount/Loan Amount
    	
 
    
	
 
    	
6 months after   the first drawdown date
    	
 
    	
1.5
    	
%
    
	
 
    	
12 months after   the first drawdown date
    	
 
    	
3.0
    	
%
    
	
 
    	
18 months after   the first drawdown date
    	
 
    	
13.5
    	
%
    
	
 
    	
24 months after   the first drawdown date
    	
 
    	
24.0
    	
%
    
	
 
    	
30 months after   the first drawdown date
    	
 
    	
50.0
    	
%
    
	
 
    	
36 months after   the first drawdown date
    	
 
    	
65.0
    	
%
    
	
 
    	
42 months after   the first drawdown date
    	
 
    	
75.0
    	
%
    
	
 
    	
48 months after   the first drawdown date
    	
 
    	
85.0
    	
%
    
	
 
    	
54 months after   the first drawdown date
    	
 
    	
92.5
    	
%
    
	
 
    	
Final Repayment
    	
 
    	
100.0
    	
%
    
	
 
    	
 
    	
 
    
	
Security
    	
 
    	
·                  Pledge of all shares of Skyscanner   Holdings Limited (“Skyscanner”)   held by the Borrower;

·                  Shanghai   Huacheng Southwest International Travel Agency Co., Ltd. as the joint   and several liability guarantor (the “Guarantor”);

·                  Mortgage of   two properties located in Shanghai, China;

·                  Pledge of   financial products held by the Borrower and its group companies; and

·                  Other security   interest.
    
	
 
    	
 
    	
 
    
	
Voluntary Early Repayment
    	
 
    	
Borrower is allowed to repay all or a portion of the   Loan in advance on the early repayment dates, starting from the third   anniversary of the date of the Agreement.
    
	
 
    	
 
    	
 
    
	
Mandatory Early Repayment
    	
 
    	
·                  In the event   that the Borrower or Skyscanner obtain additional capital through debt   financing from other lenders, initial public offering of Skyscanner or   proceeds from the transfer of the shares of Skyscanner or other companies,   such capital shall be used to repay the Loan;

·                  In the event   that there is an decrease in the valuation of the two properties mortgaged to   the Lenders, Bank of China, Shanghai Branch will require the Borrower to   provide additional security; and

·                  In the event   that any Borrower conducts under any financing documents are considered   illegal activities according to applicable laws, the Borrower must notify   Bank of China, Shanghai Branch and repay the total outstanding amount under   the Loan immediately.
    
	
 
    	
 
    	
 
    
	
Financial Covenants
    	
 
    	
During the term of the Loan,

 

the Borrower and its group companies must:

 

·                  maintain the   consolidated debt-to-asset ratio at a level no greater than 80%;
    


 

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·                  maintain the   consolidated total assets at a level no less than RMB100 billion;

·                  maintain the   consolidated net interest-bearing liabilities to EBITDA ratio at a level no   greater than 5.0:1.0; and

·                  maintain the   interest coverage ratio at a level no less than 2.0:1.0.

 

Skyscanner must:

 

·                  maintain its   consolidated total assets at a level no less than £100 million; and

·                  maintain its   consolidated net interest-bearing liabilities to EBITDA ratio at a level no   greater than 5.0:1.0.

 

The Guarantor must:

 

·                  maintain its   consolidated total assets at a level no less than RMB5 billion.
    
	
 
    	
 
    	
 
    
	
Other Key Covenants
    	
 
    	
During the term of the   Loan,

 

·                  unless   approved by Bank of China, Shanghai Branch in advance, the Borrower must   remain as the controlling shareholder of Skyscanner, Ctrip Travel Information   Technology (Shanghai) Co., Ltd., Ctrip Travel Network Technology   (Shanghai) Co., Ltd. and Ctrip.com Hong Kong Limited, and the Borrower   must maintain the control of the Guarantor through contractual arrangements;

·                  the Borrower   must remain as a public company listed on Nasdaq;

·                  unless   approved by Bank of China, Shanghai Branch in advance, the borrower cannot   enter into any transactions, other than in its ordinary course of business,   to transfer its assets, business or revenues if such transactions would   result in a 10% decrease in its consolidated total assets;

·                  the Borrower   cannot, and cannot cause its group companies to, enter into any merger,   consolidation or reorganization transaction, unless such transactions   (i) would not result in an change of controlling shareholder of the   Borrower and its group companies, and (ii) would not, or would not be   expected to, have material adverse effect;

·                  the Borrower   cannot, and cannot cause its group companies to, materially change their   nature of business operation;

·                  before the   principal, the interest, and other fees under this Agreement are fully paid,   the Borrower must maintain a holding of at least 97% shares of Skyscanner;   and

·                  before the   principal, the interest and other fees under this Agreement are fully paid,   unless approved by Bank of China, Shanghai Branch in advance, the Borrower   cannot make any amendment to its memorandum and articles of associations that   would have material adverse effect to the Lenders.
    
	
 
    	
 
    	
 
    
	
Governing Law
    	
 
    	
The Agreement is governed by the laws of the   People’s Republic of China.
    


 

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