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Telephones InOtan overseas Bank 14-15 Farm Bhawan Nehru Place New Oelhi 110019 Fax Swift Date
. 26435370 '. 26435893 '. 26432321

" 2~489201
'. lOBAINBBA543

"

02-1~-2009

To, Mis. NUTTechnologies Ltd. B-1/H-9 Colosseum, . Mohan Co-operative Industraal Area, Mathura Road, New Oe\hi-110044 Dear Sir(s), Sanction Advice: Credit Facility

This sanction letter contains 9 (Nine) Pages

008 We also refer to the related correspondence aised by you I us and the consensus of the and discussions seeking clanflcatl,ons ?~. ano~s POIns r v terms and conditions and the credit !acilities a~nve~" . d d to this communication on terms We have pleasure in advising sanction of credit facilities as appen e and conditions stipulated thereon. , . . . d (.) t th d As and when you avail the said credit facilities, renewal of the limits at our option IS u~ I a e.~n of twelve months from the date of this communication or (ii) from the date of our letter, If any, advIsing
1, We refer to your loan appl.l~atl?ndated 3~.11,2

't

revalidation of this sanction.

Please note that : 2.a. bank reserves its right to amend, alter the terms and conditions or withdraw all or any of the credit limits sanctioned at any time at its discretion without assigning any reasons whatsoever.

2.b. the limits shall not be operative until specified documents are executed both by loanee Is and guarantorls and terms and conditions of sanction are complied with as per the requirements of Sanctioning Authority I disbursing branch (es). 2.c. the credit facility should be utilized for the specific purpose for which the same has been sanctioned and if the bank has reason to believe that you have violated, or apprehends that you are about to violate the said conditions, the Bank shall have the option to exercise its right to recall the entire loan or any part there of at once, in addition to its right to withdraw the undrawn limits not withstanding anything contrary contained in this Sanction Advice. It is affirmed that this right is without prejudice to the Bank's right to demand the Loan amount for violation of other terms and conditions of the sanction and I or the terms reflected in the loan I security documents to be executed by you.

2.d. the referred credit facility is extended to you solely at the Bank's discretion. In addition to what is stated in para 2.c., the Bank reserves the right to withdraw partially / wholly or regulate such credit facility on the occurrence of anyone or all of the following events : 2.d.1. your non-compliance with terms and conditions of sanction 2.d.2. indulging in drawings beyond sanctioned limits. 2.d.3. issuing cheques for purposes other than specifically agreed. 2.d.4. indulging in large cash withdrawals not commensurate with the requirements estimated. 2.d.5. indulging in activities with are detrimental to the image / interest of the Bank viz., acts that are unlawful, malafide etc.

2.e. in terms of directives in force now or as may be modified from time to time default in repayment of installments and / or servicing of interest for a notified period, automatically results in categorization of all your borrowal accounts as Non Performing Asset (NPA). Such categorization renders you ineligible from seeking. 2.e.1. additional/ adhoc credit facilities (Fund based and / or Non- fund based). 2.e.2. waiver of overdue interest. 2.e.3. soft recovery measures etc.

2.f. bank is under no obligation to consider your request, if any, for additional Credit facility(ies) without a comprehensive review of the existing credit limits, operations in the accounts and past performance in meeting commitments such as servicing of interest charged to the loan account(s) repayment of loan installments, prompt submission of stock-statements., upkeep of records of inventory and books of accounts, upkeep of machinery financed, honouring commitments under LC / LG promptly etc, as applicable to the purpose for which credit facility has been extended.

2.g. in the event of your borrowal account being overdrawn without prior agreement or exceeding the agreed borrowing limit or in the event of delay / non-submission of stock statement, bank shall charge overdue interest at the rates specified from time to time. The amount of such overdue interest debited to the loan account will find a place in the statement of account received by you (presently such overdue interest is levied @ 2% per annum on the amount due).

2.h.1.ln the case of borrowal accounts where interest rate is linked to BPLR (Benchmark Prime Lending Rate) or where fixed interest rate is specified by the Bank, changes if any, in the Bank's BPLR and/or the spread (viz. Plus or minus percentage factor to BPLR) or fixed rate specified by the Bank, shall be conveyed through Press Report or Publicity through media or a suitable 'Notice' placed in the banking hall of the branch and such mode of communication shall be construed as sufficient 'Notice" to you about the revisions effected in the interest rates. 2.h.2.the applicable interest rate/s will be charged with monthly / quarterly / half yearly /annual rests, or such other rates and rests as may be notified by the Bank from time to time. 2.h.3.the interest will be calculated and charged as per the daily balances, to your borrowal accountls until the same is fully liquidated and the interest so charged will be paid by you as per the terms agreed or as and when demanded by the Bank.

2.i. prepayment of your borrowal accounts will be subjected to the applicable prepayment charges and revised terms and conditions.

2.j. copies of loan documents to be executed by you for the credit facility(ies) referred herein, will be provided at your cost, on receipt of a specific request in writing to the undersigned.

2.k. upon availment of credit facility on terms agreed, you have to produce necessary documentary evidence for end-use and facilitate verification by the bank. As and when called for, a certificate from your Auditor regarding end-use of the loan availed should be produced to the bank.

2.1. change if any, in the constitution of your organization viz Reconstitution of partnership Firm or conversion of Private Limited Company into a Public Limited Company or changes in Constitution' Directors, proposals for merger' takeover etc., should be advised immediately to us in writing. The Bank has the sole discretion to accept or reject such reconstitution' conversion' changes and until such time, the same will have the right to suspend the operation of the limits and in the event, the bank does not accept' recognize such reconstitution' conversion' changes, the bank will have the right to recall the entire loans, in addition to the right to withdraw the undrawn limits.

2.m. all your borrowal accounts with our branch' disclosure norms prescribed by RBI.

bank will be subjected

to the application

of

2.n. this credit sanction is valid for an availment- period six months from the date of this communication before which the said credit facilities are to be availed . Unless availed within the period of six months, this sanction requires revalidation by the Sanctioning Authority. When the necessity for revalidation arises, you have to submit a written request - letter to the branch furnishing the reasons for the non-availment of credit facilities even after lapse of six months from the date of this communication. Such request for revalidation will be evaluated by the Sanctioning Authority and the validation of availment - period of sanction or otherwise will be communicated to you. It is to be noted that request for revalidation of sanction will be entertained only once.

2.p. your borrowaI accounts are subject to the applicability of KYC (Know Your Customer) guidelines 'n terms of directives from RBI currently in force. We seek your co-operation in furnishing the required personal information , data under the requirements of KYC guidelines as and when the same is sought by us. 2.q.1. In respect of Loan accounts (with Credit Limits of above Rupees Five Lacs) which are renewed with delay, processing charges shall be collected proportionally for the period from the due date of renewal up to the date of actual renewal as per the schedule of charges prescribed. 2.q.2. In addition to the processing charges for the lapsed period, processing charges shall also be collected for one year from the date of actual renewal.

2.r. The information / data pertaining to all your borrowal accounts shall be furnished to Credit Information Bureau of India Limited (CIBll) and other Agencies / Authorities, from time to time in terms of mandatory provisions in force.

3. Guarantor/ s is/are advised to take notice that the bank shall have the right to exercise discretion with regard to allowing the loanee to withdraw amount from the loan account over and above the limit sanctioned and the guarantee to be extended shall cover such an eventuality also.

4. This Sanction Advice is being delivered to you in duplicate. Kindly return the duplicate copy of this Sanction Advice duly signed on all pages by you as also by the guarantor/s in token of your acceptance of Credit facility / facilities sanctioned to you on the Terms and Conditions specified herein.

(Senior Manager)

~ (c~nager)

~ (Asst. General Manager)

p~ NIIT TECHNO

Authoris~ Sianatory

fk~

ANNEXURE TO SANCTION ENDORSEMENT DATED 02-11-2009 ACCOUNT: MIS. NIIT TECHNOLOGIES lTD. Facility Consortium FUND BASED LIMITS Cash credit against book debts (excluding specific export receivables) including student debtors upto 180 dayslWCDL with minimum maturity of 15 days. a) SUBLIMIT OF CC: Unsecured Pre-shipment credit for servicing export orders from direct clients & wholly owned subsidiaries I joint ventures against export orders up to 180 days for procurement of software etc. including PCFC. b)) Post shipment credit way of by FDDBP/FDUBD on DP I drawn on direct clients and wholly owned subsidiaries/JVs, purchased on DPIDA terms upto 180 days, including LC's NON RDBF/RUBF c) Cheques / drafts purchase (Inland/Foreign)
!

limit lOB at 60% 45.00 (Rs. Forty Five Crores Only) (Enhanced from Rs.24.00 crores) (45.00) (Rs. Forty Five Crores Only) (Enhanced from Rs.6.00 crores)

Margin % 25%

Interest

Security

V. c> v

v""'f,

75.00 (Rs. Seventy Five Crores Only) (Enhanced from Rs. 40.00 crores) (75.00) (Rs. Seventy Five Crores Only) (Enhanced from Rs.10.00 crores)

BPLR 1.00% , Currently 11.00% with minimum of 11.00% As per extant guidelines

First Pari Passu charge on all receivables not exceeding 180 days

25%

First pari-Passu charge on software package meant for export

(75.00) (Rs. Seventy Five Crores Only) (Enhanced from Rs.20.00 crores)

(45.00) (Rs. Forty Five Crores Only) (Enhanced from Rrs.20.00 crores)

NIL

As per CO circulars

Documents of title to goods / accepted hundies

(10.00) (Rs. Ten Crores Only) (Renewal) (2.50) (Rs. Two Crores Fifty Lacs Only) (Renewal)

(6.00) (Rs. Six Crores Only) (Renewal) (1.50) (Rs. One Crore Fifty Lacs Only) (Renewal)

10%

As per CO circulars

Nil

10%

d) Supply bills drawn on reputed corporate clients for a period up to 180 days, supported by copy invoices, delivery of challans and registered power of attorney. Sub Total: Fund Based

BPLR 1.00%, Currently 11.00% with minimum of 11.00%

Registered POA, delivery challans

75.00

45.00

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Facility Consortium NON FUND BASED LIMITS Letter of guarantee: Financial I performance towards security deposits ! Advance payments ! Earnest money! statutory payments including customsl excise etc., and LGs issued on behalf of NIIT Technologies Ltd.'s subsidiaries for a period up to 6 years (Excluding grace period) Sub Limit 1 of LG a). Shipping guarantee Limit for goods to be Covered both under LCI Non LC, DAiDP for a Period up to 180 days. Sub-Limit 2 of LG b). Letter of Credit (Inland & Foreign) on DP IDA terms for procurement of software packages, hardware meant for business solutions, own consumption and resale. Sub Total Non Fund Forward Sale! Purchase Contract

Limit lOB at 60%

Margin %

Interest

Security

50.00 (Rs. Fifty Crores Only) (Reduced from Rs.60.00 crores)

30.00 (Rs. Thirty Crores Only) (Reduced from Rs.36.00 crores)

5%

(**)

Counter guarantee of the company& First Pari Passu charge on current assets.

(5.00) (Rs. Five Crores Only) (Renewal)

(3.00) (Rs. Three Crores Only) (Renewal)

5% (**) -Do-

(#) (50.00) (Rs. Fifty Crores Only) (Enhanced from Rs.10 crores) (30.00) (Rs. Thirty Crores Only) (Enhanced from Rs. 6 crores) DPLC 10.00%

DALC 15.00%

Documents of title to goods I accepted hundies & First Pari Passu Charge on current assets.

50.00 USD 300 Million

30.00 USD 40.80 Million (Rs. 197.80 Crores) Subject to compliance of various guidelines in force.

(**) Commission

on LG Flat rate of 1% p.a. for LGs upto Rs.1.00 crore. For single LGs of value above Rs.1 crore: On first Rs.1 crore 1% p.a., for amount over and above Rs.1 crore 0.25% p.a. with permission to pay the commission for a minimum period of 2 quarters. on LC Inland LCs 0.20% per quarter flat covering both commitment retirement charges at 0.15% FLC as per guidelines

(#) Commission

and usuance charges and

The company is permitted to avail unutilized portion of Fund Based Limits by way of Non-Fund Based limits in addition to th existing sanctioned non fund-based limits and not vice versa only to the extent of surplus drawing power available in cash credit, without exceeding total sanctioned limit.

(Senior Manager)

~ (Chief Manager)

~ (Asst. General Manager)

Terms & Conditions:

1.

The entire credit facilities of the Company shall be collaterally secured by 2nd charge on block assets of the Company along with other working capital lenders on Pari Passu basis. The bank will take search report on yearly basis and keep on record. 3. The receivables statement should be submitted every month indicating age wise break up of debtors. The age of debtors more than 180 days shall not be included for arriving DP. The debtor's statement should be certified by Statutory Auditor of the Company once in a quarter. Receivables arising out of genuine trade transactions to wholly owned subsidiaries I joint ventures, other than those financed through export credit limits, may also be taken into account to arrive at the drawing power for CC limits I WCDL. In case of no utilization of limits below the tolerance level of 80%, applicable commitment charges will be levied. The commitment charges at applicable rates will also be recovered for earlier years with arrears. The company is permitted to take LG with a maximum validity period upto six year. Overdue interest @ 2.00% over and above the stipulated rate for non-submission of OIS, audited financial statements, inadequate drawing power, default / delay in submission of book debt statement, default / delay in payment of interest will be charged.

2.

4.

5.

6. 7.

~.

f ... ...\ . \,-A."

8. 9. 10.

QIS forms are to be submitted as per guidelines in force. Processing Charges are waived. Necessary charges to be created/modified with Registrar of companies prescribed time and search certificate to be submitted fro branch records. Inspection of stocks of software packages/course will be done once in three months. Company shall submit copy of resolution borrowing powers of the company. within the

11.

ware material, process of various orders

12.

passed in general

body meeting

regarding

13. 14.

All the prime and collateral security to be insured for full value with banks clause. Transit period insurance for goods under LC should be obtained. obtain cover all foreign exchange transactions. It is also advised to

15.

The Company shall declare that its present directors / relatives of directors are not directors of other Banks including directors of Scheduled, Co-operative Banks, directors of subsidiaries / Trustees of Mutual Funds / Venture Capital Funds. In the event of anyone as above becoming directors as above, the Company to declare the development to our bank. The Company shall declare that it's Directors, Guarantors or associated Companies are not listed in RBI's Defaulter or Willful Defaulters list or CIBIL list of defaulters. In the event of their name figuring in the RBI defaulters list / Willful Defaulters lust or CIBIL list the Company to undertake to remove the Directors from its board. The Company / Guarantors shall sign Consent Cum Authority prescribed format for disclosure of information to CIBIL. letters in the banks

16.

17.

18.

Any variation in key Parameters exceeding 10% between the provisional figures & Audited Financial Statement will be referred to the sanctioning authority. The company/directors/partners should furnish a declaration cases/disputes as per RBI norms' Joint documentation will be done before the release of limits. in respect of pending court

19.

20. 21.

Tic up of the entire exposure both fund based & Non fund based should be completed before release of the limit. The company to obtain & submit credit rating from ECRA for the entire bank finance both Fund based and Non fund based (including the proposed enhanced credit limits) before 31.12.2009.

22.

23.

All the applicable terms and conditions as applicable to such type of advances are to be complied from time to time.

(Senior Manager)

:;'h~

(~

(Asst. General Manager)

Acknowledgement: We are thankful to the bank for providing clarifications sought by us regarding this sanction. We are fully satisfied with and accepted the terms and conditions of sanction of the credit facilities stipulated above by the bank as the same were arrived at by consensus after discussions and receiving clarifications. Signature of all borrowers Signature of all guarantors

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Authorise Siinatory

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