Credit Arrangement Letter

·     Exclusive first charge on Majesco (formerly Majesco Software Inc.’s, USA) current assets including receivables.

·     Unconditional and irrevocable Corporate Guarantee of Mastek Limited covering 110% of the facility including arrears of interest (if any)

The security shall be created in favor of the Bank / its trustees or agents and shall be in a form and manner acceptable to the Bank.

The Borrower shall file particulars of charges with the UCC within the period prescribed by law.

Cover Period : 90 days

Margin*         : 25 %

*Excluding inter-company receivables.

3M LIBOR + 375 bps p.a.

Interest would be payable monthly, on the last date of each month.

Interest will be calculated on 360 days basis.

The amount shall be disbursed / drawn down in full or part, subject to a minimum of USD 100,000.

Disbursement / drawdown under the facility will be subject to a written request / notice of two working days in advance.

Event of default

·     Cross default

·     Payment default

·     Misrepresentation

·     Insolvency or insolvency proceedings, save for an appropriate exception for frivolous and vexatious proceedings

·     Cessation of all or substantial part of the business;

·     Illegality

·     Material covenant defaults

·     Judgment defaults

·     Expropriation of all or material part of the Borrower’s assets

·     Material contracts or securities becoming void or adversely limited.

·     Ownership/Management covenant default.

·     Non-submission or delayed submission of stock statement/borrowing base certificate.

·     Non-submission or delayed submission of financial statements.

·     Irregular due to drawings beyond DP/Limit.

·     The borrower, any of its Group companies or Directors of those companies are listed in OFAC, SEBI, RBI or other negative/ restricted lists.

Upon the occurrence of any event of default the Lender will be entitled to cancel the Facility and demand an immediate repayment of outstanding amount of the Facility and enforce the Security. The Lenders may at their discretion provide cure period not exceeding 15 days for non-payment / non bankruptcy related events of default that the Lender at its discretion may determine are capable of being cured.

i A CA certificate confirming that all financial commitments including all forms of guarantees are within the overall ceiling prescribed for overseas investment by the Indian party i.e. within 400 % of the net worth of the Indian party, if applicable.

ii In case of unhedged foreign currency exposure if any, the Bank reserves right to increase the pricing of the facilities.

1. Provisional : within three months from the close of the accounting year

2. Audited : within six months from the close of the accounting year

The Branch reserves the right to cancel the facility and demand full repayment of the outstanding facility within 90 days if the borrower, any of its group companies or directors of any group company are found to be on negative/restricted lists issued by agencies such as Office of Foreign Assets Control (part of US Treasury department), Securities & Exchange Board of India, Reserve Bank of India, etc.

CA Certificate that all the guidelines regarding Indian JV/WOS abroad have been followed/complied with it fall under the automatic route is to be provided.

2%

2%

a) Excess drawings -

Over Drawing Power

but within sanctioned limit

2%