Facility Letter

M/s My Mobile Payments Ltd

Dear Sirs,

With reference to your request and subsequent discussions & clarifications, we (the “Lender” or “the Bank”) have pleasure in offering you M/s My Mobile Payments Ltd (the “Borrower”), the following facilities (the "Facilities") on the terms and conditions set out below:

Facilities by the Borrower shall be as follows:

the Facility (ies) at Applicable Rate of Interest prevailing on the date of drawdown or

such other rate as may be stipulated by the Bank in its absolute discretion from time

to time and advised to the Borrower. The interest shall be paid by the Borrower on

the Interest Payment Dates.

Notwithstanding anything contained hereinabove:

Base Rate/MCLR on first day of every subsequent month/quarter/ half year/

one year or at such frequency as the Bank deems fit.

For the purpose of Base Rate/MCLR reset:-

A.    Month shall mean 1st day of each calendar month;

B.    Quarter shall mean the 1st day of the month falling after three calendar months

(including the month in which drawdown has been made) from the date of relevant

drawdown;

C.    Half year shall mean the 1st day of the month falling after six calendar months

(including the month in which drawdown has been made) from the date of relevant

drawdown; and

D.    Annual shall mean the 1st day of the month falling after twelve calendar months

(including the month in which drawdown has been made) from the date of relevant

drawdown;

the Base Rate/MCLR. Further, the Bank shall have the right to reset the Base

Rate/MCLR as well as the Margin upon occurrence of any of the following:

a.    RBI revising the standard provisioning requirements for banking assets; or

b.    RBI enhancing the risk weightage norms for banking assets; or

c.    RBI changing the norms for classification of banking assets; or

d.    Downward revision in the credit rating of the Borrower and/or third party

security provider by a Credit Rating Agency and /or internal ratings;

e.    occurrence of an event of default or potential event of default; or

f.    Bank’s internal reviews and/or changes in externally prevailing directives

of regulatory authorities; or

g.    RBI changing the methodology for computation of base rate/MCLR from

time to time.

Borrower of such reset and revised Applicable Rate of Interest and the Borrower

shall, from the reset date, pay to the Bank interest on the Facility(ies) at the revised

Applicable Rate of Interest.

directions, statutory and regulatory requirements, conditions of money market,

availability of loanable funds, internal policy of the Bank, etc.

For the purpose of above clauses, the following definitions shall apply:

“Base Rate” means the percentage rate per annum determined by the Bank from time to

time and announced / notified by the Bank as its Base Rate.

“MCLR” shall mean marginal cost of lending rate as determined by the Bank from time

to time and announced / notified by the Bank as its marginal cost of lending rate.    

acceptance of this facility letter.

This offer shall be valid for acceptance within 45 days from the date of this letter. Kindly confirm to us, by signing on the duplicate copy of this letter, your acceptance of the foregoing terms and conditions and return the same to us so as to be received by us prior to the above date.

Utilization of the above Facilities shall be subject to discretion of the Bank, execution of all facility and security related documents and no event of default or potential event of default having occurred.

Should you have any query regarding the above terms and conditions, please do not hesitate to contact the right-hand undersigned.

Yours faithfully,

/s/ Shasshank Jariwala                /s/ Atanu Dash

…………………………….            ………………………….

Shashank Jariwala             Atanu Dash

Cluster Business Leader            Relationship Leader

Business Banking             Business Banking

I/We, My Money Payments LTD. confirm acceptance of the above terms and conditions mentioned herein as also in the Working Capital Master Facility Agreement or other transaction documents together with its schedules earlier executed by me in the matter. I/We hereby irrevocably authorize you to debit my/our account(s) maintained with your Bank  towards processing fees, applicable taxes together with interest, costs, charges, expenses, commissions as may be applicable in relation to the above said credit facilities.

Borrower: M/s My Mobile Payments Ltd

            

/s/ Jolly Mathur                            

...............................................................                

Intimation to Mortgage with Sub Registrar Office on the assets secured against the

facilities sanctioned, within the stipulated time.

accounts if any, with other bank can be opened or continued only with prior written

consent of YBL.

ECGC premium, other incidental expenses, etc. to be borne by the Borrower and the

charges once paid is non- refundable. Base Rate/MCLR, effective interest rate, fees,

commission and other charges are subject to change at any time at the sole discretion of

the Bank or if so required by Reserve Bank Of India (“RBI”). All interest rates, fees,

commissions and other charges are exclusive of interest tax and service tax (if

applicable) and the same will be recovered separately.

Dues/No Charge/Satisfaction of charge certificate from existing bank within 30 days of

the disbursement, failing which an additional interest of 2% on the outstanding amount

would be due and payable.

monthly basis for Drawing power linked facilities, to be submitted latest by the 25th of

subsequent month. Any delay is submission of the stock statement will attract late

payment charges of Rs.5,000/- p.m.

Renewal documents are to be submitted 60 days prior to the due date as mentioned

above. Please note that the Bank shall not renew / enhance the limit granted or to be

granted to you otherwise than at the Bank’s sole and absolute discretion and in no

circumstances the loan amount shall at any point of time exceed in the aggregate with

interest thereon and other costs, if any, such limit as the Bank may, from time to time,

decide in respect of each facility or in the aggregate. Bank reserves the right to charge an

additional interest @2% in case the documents/required information are not submitted

within the due date resulting in delay/non renewal of limits.

stipulated date of renewal shall be treated as deemed acceptance by the Borrower and

guarantors to continue the facility on the terms and conditions accepted for the original

sanction. Bank will have the authority to debit the charges for renewal of facility at its

sole discretion, on the same terms as mentioned in clause 1 of special terms and

condition of this letter and the Borrower by accepting this letter agrees for the same.

Account within 45 days of year-end and audited accounts within 6 months from the

year-end.

and its offices/ sites/factory (ies)/stocking points inspected from time to time by

officer(s) of the Bank and / or qualified auditors/statutory auditors and / or technical

experts and / or management consultants of the Bank’s choice. Cost of such inspection

shall be borne by the Borrower.

full value of assets, hypothecated /mortgaged /assigned to the Bank. In case, the

property / assets are found to be not insured/inadequately insured or the evidence to

this effect is not made available to the Bank, in order to protect its interest, the Bank

reserves the right to take adequate insurance cover for such property /assets. Any costs

and risks arising out of this would be borne by the Borrower and YBL reserves the right

to debit the Borrower’s account towards the insurance premium charged by the

insurance company. By accepting this Facility Letter you are authorizing the Bank to

recover the amount of premium by debiting your bank account maintained with the

Bank.

trustee/security agent in a form and manner satisfactory to the Bank. Further, the Bank

as a matter of policy does not accept laminated title /security documents. The Borrower

is therefore advised to upfront inform the Bank as to whether the title/security

documents are laminated or not. The Bank further reserves its right to accept or reject

any title/security documents, with or without assigning any reasons. The decision of the

Bank shall be final and binding on the Borrower in this regard.”

charges @ 2% of the entire sanctioned limit.

cancellation of same will attract pre-closure charges as stipulated above.

commitment charge.

disbursement without giving any notice in case of non - compliance / breach of any

terms and conditions stipulated herein and from time to time as also in the relevant

documents or any information / particulars furnished to us is found to be incorrect or in

case of any development or situations due to which in the opinion of the Bank, its

interest will be / is likely to be prejudicially affected by such continuation or

disbursement.

Borrower committing any act of default, YBL shall be entitled to disclose to RBI/CIBIL

or any other third person, the name/identity/details of the Borrower and the fact of its

having committed any act of default as aforesaid.

reserve the right to review this Facility or any of the terms and conditions thereof

including interest spread or any other documents or security relating thereto with

immediate effect.

permission of the Bank:

a) Effect any change in management and/or the capital structure

b) Undertake any major capital expenditure

c) Formulate any scheme of amalgamation or reconstruction

d) Undertake guarantee obligations on behalf of any other entity

e) Withdraw monies brought in by key promoters/depositors.

f) Extend loans & advances to promoters/associates and other companies

g) Declare dividends for any year except out of profits relating to that year after

making all due and necessary provisions and provided further that no default had

occurred in any repayment obligations.

h) Avail additional borrowings from the banking system, secured or unsecured.

i) Charge / sell off any of the fixed assets of the Firm.

in the sanction, should be strictly complied with, including those stipulated by other

banks, if any, under consortium / multiple banking arrangements.

including unauthorized excess drawings, for any reason whatsoever will attract penal

charges @ 2.00% payable monthly during the period of non - compliance.

from overseas parent company / overseas bank on behalf of overseas parent company,

the Borrower hereby unconditionally and irrevocably agrees and undertakes to adopt

any one of the course of action as mentioned below:

a) To remit funds to the overseas company within 7 days from the date on which

the payment has been made by the overseas parent company/overseas bank

under the said guarantee/ standby letter of credit : or

b) To comply with all guidelines/regulation as may be laid down by Reserve Bank

of India in regard to Foreign Direct Investment (“FDI”)/External Commercial

Borrowing (“ECB”)

c) The Borrower shall intimate the Bank within 7 days of the course of action

adopted by the Borrower as mentioned above, failing which the Bank shall be

entitled to report non compliance to Reserve Bank of India.