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TABLE OF CONTENTS

Table of Contents

As filed with the United States Securities and Exchange Commission on May 3, 2018.

Registration No. 333-          


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



YATRA ONLINE, INC.
(Exact Name of Registrant as Specified in Its Charter)



Cayman Islands
(Jurisdiction of
Incorporation or Organization)
  4700
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)

1101-03, 11 th  Floor, Tower-B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India
0124 339 5500
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)



With copies to:

Jocelyn M. Arel, Esq.
Michael J. Minahan, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Tel: (617) 570 1000
Fax: (617) 321-4344



Approximate date of commencement of proposed sale to the public:
from time to time after the effective date of this registration statement.

             If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

             If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     ý

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

             If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

             If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.     o

             If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.     o

             Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company  ý

             If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Aggregate Price Per
Unit(2)

  Proposed Maximum
Aggregate Offering
Price(2)

  Amount of
Registration Fee(3)

 

Ordinary shares, par value $0.0001 per share

       
 

Preference shares, par value of $0.0001 each

       
 

Debt securities

       
 

Warrants(4)

       
 

Units(5)

       
 

TOTAL

  $100,000,000     $100,000,000   $12,450

 

(1)
There are being registered hereunder such indeterminate number of ordinary shares; such indeterminate number of preference shares; such indeterminate principal amount of debt securities; such indeterminate number of warrants to purchase ordinary shares, preference shares or debt securities; and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. The securities registered also include such indeterminate number of ordinary shares and preference shares as may be issued upon conversion, exercise or exchange of convertible, exercisable or exchangeable securities being registered hereunder or pursuant to the antidilution provisions of any such securities. No separate consideration will be received for any ordinary shares so issued upon conversion, exercise or exchange. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the securities being registered hereunder include such indeterminate number of securities as may be issuable with respect to the securities being registered hereunder as a result of share splits, share dividends or similar transactions.

(2)
The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.C of Form F-3 under the Securities Act.

(3)
Calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price.

(4)
Warrants may be exercised to purchase any of the other securities registered hereby. Includes warrants that may be purchased by underwriters to cover over-allotments, if any

(5)
The offered securities may be sold separately or together as units. Each unit will be issued under a unit agreement and will represent an interest in two or more of the other securities listed above, in any combination, which may or may not be separable from each other.

              The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated May 3, 2018

PROSPECTUS

LOGO

Yatra Online, Inc.

Ordinary Shares
Preference Shares
Debt Securities
Warrants
Units



        From time to time, we may offer up to $100,000,000 of any combination of the securities described in this prospectus, either individually or in units. Each time we offer securities, we will provide the specific terms of the securities offered in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered.

        The securities offered by this prospectus may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers. We will set forth the names of any underwriters or agents and any applicable fees, commissions, discounts and over-allotments in an accompanying prospectus supplement. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution" in this prospectus and in the applicable prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.

        We are an exempted company incorporated under the laws of the Cayman Islands. Our ordinary shares, par value $0.0001 per share, are currently listed on the NASDAQ Capital Market (the "NASDAQ") under the symbol "YTRA." On May 3, 2018, the closing price for the ordinary shares on the NASDAQ was $7.64 per ordinary share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the NASDAQ or any securities market or other exchange of the securities covered by the applicable prospectus supplement.

        We are an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, will be subject to reduced public company reporting requirements.



         Investing in our securities involves risk. You should review carefully the risks and uncertainties referenced under the heading "Risk Factors" on page 6 of this prospectus as well as those contained in the applicable prospectus supplement and any related free writing prospectus, and in the other documents that are incorporated by reference into this prospectus.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

   

Prospectus dated                        , 2018.


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ABOUT THIS PROSPECTUS

    ii  

PROSPECTUS SUMMARY

   
1
 

RISK FACTORS

   
6
 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   
6
 

RATIO OF EARNINGS TO FIXED CHARGES

   
8
 

USE OF PROCEEDS

   
8
 

CAPITALIZATION

   
9
 

DESCRIPTION OF SHARE CAPITAL

   
10
 

DESCRIPTION OF OUR DEBT SECURITIES

   
15
 

DESCRIPTION OF WARRANTS

   
22
 

DESCRIPTION OF UNITS

   
25
 

FORMS OF SECURITIES

   
27
 

PLAN OF DISTRIBUTION

   
29
 

TAXATION

   
31
 

EXPENSES RELATED TO THE OFFERING

   
31
 

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

   
31
 

LEGAL MATTERS

   
33
 

EXPERTS

   
33
 

WHERE YOU CAN FIND MORE INFORMATION

   
33
 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

   
33
 

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ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a "shelf" registration process. Under this shelf registration process, we may offer ordinary shares, preference shares, various series of debt securities, and/or warrants to purchase ordinary shares, preference shares and debt securities, either individually or in units, in one or more offerings, up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the specific terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each such prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the headings "Where You Can Find More Information" and "Incorporation of Certain Information by Reference," including the risks referred to under the heading "Risk Factors" in this prospectus, in the applicable prospectus supplement and any related free writing prospectus, and in the other documents that are incorporated by reference into this prospectus, before buying any of the securities being offered."

         You should rely only on the information contained in or incorporated by reference in this prospectus, any applicable prospectus, any supplement or amendment to this prospectus or any related free writing prospectus prepared by or on our behalf. We have not authorized any other person to provide you with different or additional information. We take no responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus, any applicable prospectus, any supplement or amendment or any related free writing prospectus is accurate only as of the date on the front of the document and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security, unless we indicate otherwise. Our business, financial condition, results of operations and/or prospects may have changed since those dates.

        This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information."

        Except as otherwise set forth in this prospectus, we have not taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

        In this prospectus, references to "U.S.," the "United States" or "USA" are to the United States of America, its territories and its possessions. References to "India" are to the Republic of India. References to "$", "US$", "USD" and "U.S. dollars" are to the lawful currency of the United States of America, and references to "Rs." "INR" and "rupee" each refer to the Indian rupee, the official currency of the Republic of India.

        The data provided herein expressed in Indian rupees per U.S. dollar is based on the noon buying rate in The City of New York for cable transfers of Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York. On April 27, 2018, the exchange rate between the U.S. dollar and the Indian rupee expressed in Indian rupees per U.S. dollar was $1.00 = Rs. 66.68. We make no representation that the Indian Rupee amounts represent U.S. dollar amounts or have been, could have been or could be converted into US dollars at such rates or any other rates.

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PROSPECTUS SUMMARY

         This summary provides a brief overview of key aspects of Yatra Online, Inc. a nd certain material terms of the securities that may be offered that are known as of the date of this prospectus. This summary does not contain all of the information you should consider before investing in our ordinary shares. Before making an investment decision, you should read carefully the risks described under "Risk Factors" in our most recent Annual Report on Form 20-F, or any updates in our reports on Form 6-K, together with all of the other information appearing in, or incorporated by reference into, this prospectus, the applicable prospectus supplement and any related free writing prospectus. See "Where You Can Find More Information" and "Incorporation of Certain Information By Reference" for information about us, including our financial statements. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See "Cautionary Note Regarding Forward-Looking Statements" for more information.

         As used in this prospectus, unless the context otherwise requires or indicates, references to "we," "us," "our," "company" and "Yatra" refer to Yatra Online, Inc. and its consolidated subsidiaries.

Our Company

        Yatra is a leading online travel company in India, addressing the needs of both leisure and business travelers. Founded by Dhruv Shringi, Manish Amin, and Sabina Chopra, we commenced operations with the launch of our website in August 2006. We believe Yatra is India's largest independent corporate travel services provider and the second largest consumer online travel company in India (based on management's analysis of publicly available information), with approximately 7.4 million travelers that have booked their travel through us as of December 31, 2017.

        Leisure and business travelers use our mobile applications, our website, www.yatra.com, and our other offerings and services to explore, research, compare prices and book a wide range of travel-related services. These services include domestic and international air ticketing on nearly all Indian and international airlines, as well as bus ticketing, rail ticketing, cab bookings and ancillary services within India. We also provide access through our platform to hotels, homestays and other accommodations, holiday packages and other activities such as tours, sightseeing, shows, and events.

        Our business is based on a single technology platform that serves our customers through multiple mobile applications as well as our website. Our single platform approach provides us with a scalable, comprehensive and consistent user experience across each of our three go-to-market channels. We believe that this approach drives user familiarity with our service and encourages repeat use by our customers, which further enhances customer loyalty for our business. In addition, we operate our eCash loyalty program that enables travelers that book through our platform to accumulate and redeem points.

        We are rapidly moving towards a "Mobile First" business and have experienced rapid user growth on our platform with mobile being the primary channel for customers to engage with us. To further accelerate our mobile strategy, we have entered into a strategic relationship with Reliance Retail Ltd., an affiliate of Reliance Industries Limited which is one of India's largest conglomerates, pursuant to which Reliance Jio has agreed to pre-install the Yatra mobile app on its phones in connection with its launch of one of India's largest 4G mobile networks.

        India is one of the world's largest and fastest growing economies, with a large middle class that is benefiting from increasing disposable income and a growing adoption of mobile Internet access. In order to effectively grow our business and serve the various segments of India's growing middle class, we operate through three go-to-market channels: B2C (business to consumer), B2E (business to enterprise) and B2B2C (business to business to consumer). By using a common technology platform,

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we believe we are able to effectively target India's educated urban consumers and have multiple points of contact for marketing additional services to existing customers.

    Our consumer, or B2C, offerings are provided directly to consumers through our apps and website.

    Our corporate, or B2E, offerings are provided to our customers through a self-booking tool as well as site support with staff for query handling and execution. Our portfolio of business customers includes leading organizations from India that employ approximately 4 million people.

    Our trade, or B2B2C, offerings address the needs of a large and fragmented market of travel agents providing access to over 19,000 registered agents across India, and particularly in smaller markets (which we refer to herein as Tier 2 and Tier 3 cities or markets) where Internet penetration has traditionally been lower and where cash payments are still the predominant form of travel purchasing.

        We believe that our broad and diverse offerings provide us with considerable cross-selling opportunities across our go-to-market channels, each of which has experienced strong growth in gross bookings. Using our common technology platform, business customers, who are introduced to our platform through their employers, are able to explore and book their leisure travel, and our eCash program rewards and incentivizes them for doing so. We believe that these aspects of our platform and the high number of repeat visitors and repeat transactions provide us with a cost effective way to grow our business while providing a high quality service to our customers.

        We are a Cayman Islands exempted company with operations primarily in India. We were incorporated as an exempted company with limited liability on December 15, 2005 and subsequently became a public company upon the consummation of the Business Combination, as described below. Our registered office is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our principal executive office is located at 1101-03, 11 th  Floor, Tower-B, Unitech Cyber Park, Sector 39, Gurgaon, Haryana 122002, India, and our telephone number at this office is (+91-124) 339-5500. Our principal website address is www.yatra.com and our other main website is www.travelguru.com . We do not incorporate the information contained on, or accessible through, our websites into this prospectus, and you should not consider it a part of this prospectus. Our agent for service of process in the United States is Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware 19715.

        In July 2016, we entered into a business combination (the "Business Combination") with NASDAQ listed Terrapin 3, a special purpose acquisition company formed for the purpose of effecting a merger, acquisition, or similar business combination. Terrapin 3 raised INR 14,111 million in its IPO in July 2014. Subsequently Terrapin 3 was restructured by formation of TRTL parent and TRTL subsidiary (collectively referred to as "TRTL"). On December 16, 2016, the Business Combination was completed pursuant to the terms of the Amended and Restated Business Combination Agreement, dated as of September 28, 2016 (the "Business Combination Agreement"), and consequently TRTL parent merged with and into us. Pursuant to the Business Combination Agreement, holders of shares of TRTL's Class A common stock received ordinary shares of Yatra in exchange for their shares of TRTL's Class A common stock on a one-for-one basis; holders of shares of TRTL's Class F common stock received one of our Class F shares, which have no economic rights but have a voting right similar to that of ordinary shares, for each share of TRTL's Class F common stock and each of TRTL's outstanding warrants ceased to represent a right to acquire shares of TRTL's Class A common stock and instead represents the right to acquire the same number of our ordinary shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination.

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        On August 4, 2017, we, through our subsidiary, Yatra Online Private Limited, or Yatra Limited, acquired a majority of the outstanding shares of Air Travel Bureau Limited ("ATB"), pursuant to a share purchase agreement (the "ATB Purchase Agreement") for an upfront payment of approximately INR 510 million. The acquisition of the balance of ATB's outstanding shares is expected to occur in the second quarter of the 2018 calendar year, subject to other customary closing conditions. Based on the terms of the ATB Purchase Agreement and management estimates, we expect the total purchase price to be between INR 1,469 million to INR 1,796 million. The acquisition of the remaining ATB shares will be financed through a combination of cash and borrowings under our debt facility. ATB is India's largest independent corporate travel services provider, with a diverse client base of over large and medium sized businesses across India.

The Securities We May Offer

        We may offer ordinary shares, preference shares, various series of debt securities, as either senior or subordinated debt or as senior or subordinated convertible debt, and/or warrants to purchase ordinary shares, preference shares and debt securities, either individually or in units, with a total value of up to $100,000,000 from time to time under this prospectus at prices and on terms to be determined at the time of any offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities.

        The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

        We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters, we will include in the applicable prospectus supplement:

    the name or names of the underwriters, if any;

    purchase price of the securities and the proceeds we will receive from the sale;

    any over-allotment options under which underwriters may purchase additional securities;

    any agency fees or underwriting discounts and other items constituting agents' or underwriters' compensation;

    any public offering price;

    any discounts or concessions allowed or re-allowed or paid to dealers; and

    any securities exchange or market on which the securities may be listed.

        Ordinary Shares.     We may issue ordinary shares from time to time. Each shareholder is entitled to one vote for each fully paid ordinary share for which such shareholder is a registered holder. Holders of our ordinary shares do not have cumulative voting rights in the election of directors. Subject to the preferences that may be applicable to any then issued and outstanding preference shares, holders of our ordinary shares are entitled to such dividends as may be declared by our Board of Directors subject to the Companies Law and to our Articles of Association. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor. On a winding up of our company, assets will generally be distributed so that, as nearly as may be, the losses and surpluses are borne by

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our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise.

        Preference Shares.     We may issue preference shares from time to time, in one or more series. Our Board of Directors will determine the designations, rights and preferences of the shares of each series, and any qualifications, limitations or restrictions thereon, including with respect to dividend rights, liquidation rights, conversion rights, or voting or other rights and the number of shares constituting any series or the designation of any series. The material terms of any series of preference shares that we offer, together with any applicable material United States federal income or Cayman Islands or Indian tax considerations relating to such preference shares, will be described in a prospectus supplement. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the particular series of preference shares being offered, as well as the complete certificate of designations that contains the terms of the applicable series of preference shares. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designations that describes the terms of the series of preference shares we are offering before the issuance of that series of preference shares.

        Debt Securities.     We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the particular series of debt securities being offered, as well as the complete indenture that contains the terms of the debt securities. The applicable prospectus supplement and any free writing prospectus, as applicable, may add, update or change the terms of the debt securities contained in this prospectus. We will file as exhibits to the registration statement of which this prospectus is a part, the form of indenture and any supplemental agreements that describe the terms of the series of debt securities we are offering before the issuance of the related series of debt securities.

        We may evidence each series of debt securities by indentures we will issue. Debt securities may be issued under an indenture that we enter into with a trustee. We will indicate the name and address of the trustee, if applicable, in the prospectus supplement relating to the particular series of debt securities being offered.

        Warrants.     We may issue warrants from time to time for the purchase of ordinary shares, preference shares and/or debt securities. We may issue warrants independently or together with ordinary shares, preference shares, and/or debt securities, and the warrants may be attached to or separate from these securities. In this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the particular series of warrants being offered, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

        We will evidence each series of warrants by warrant certificates that we will issue. Warrants may be issued under an applicable warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating to the particular series of warrants being offered.

        Units.     We may issue units from time to time, in one or more series, consisting of ordinary shares, preference shares, debt securities or warrants for the purchase of ordinary shares, preference shares

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and/or debt securities in any combination. In this prospectus, we have summarized certain general features of the units. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of units being offered, as well as the complete unit agreement that contains the terms of the units. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit agreement and any supplemental agreements that describe the terms of the series of units we are offering before the issuance of the related series of units.

        We will evidence each series of units by unit certificates that we will issue. Units may be issued under a unit agreement that we enter into with a unit agent. We will indicate the name and address of the unit agent, if applicable, in the prospectus supplement relating to the particular series of units being offered.

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RISK FACTORS

         An investment in our ordinary shares carries a significant degree of risk. You should carefully consider the risks described under "Risk Factors" in our most recent Annual Report on Form 20-F, or any updates in our reports on Form 6-K, together with all of the other information appearing in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, before you decide to purchase our ordinary shares. Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also affect our business operations and financial condition. If any of these risks actually occur, our business, financial condition, results of operations or prospects could be materially affected. As a result, the trading price of our ordinary shares could decline and you could lose part or all of your investment. See the sections of this prospectus entitled "Where You Can Find More Information" and "Incorporation of Certain Information By Reference."


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Some of the statements in this prospectus and the documents incorporated or deemed to be incorporated by reference herein constitute forward-looking statements that do not directly or exclusively relate to historical facts. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements are often, but not always, made through the use of words or phrases such as "believe," "anticipate," "could," "may," "would," "should," "intend," "plan," "potential," "predict," "will," "expect," "estimate," "project," "positioned," "strategy," "outlook" and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following:

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        We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. You are cautioned to consider these and any other factors that discussed in the section entitled "Risk Factors" in our most recent Annual Report on Form 20-F and in any prospectus supplement or documents we incorporate by reference into this prospectus. These risks are not exhaustive. These risks could cause actual results to differ materially from those implied by forward-looking statements in this prospectus. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We do not undertake any obligation to update or revise any forward-looking statements after the date of this prospectus, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this prospectus or elsewhere might not occur.

        In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our historical consolidated ratio of earnings to fixed charges for the periods shown. As of the date of this prospectus, we have no preference shares outstanding and we did not declare or pay any dividends on preference shares for the periods indicated. Therefore, the ratios of earnings to combined fixed charges and preference share dividends are the same as the ratios of earnings to fixed charges presented below.

 
   
  Fiscal Year Ended
March 31,
 
 
  Nine Months
Ended
December 31,
2017
 
 
  2017   2016   2015  
 
  (in INR thousands)
 

Ratio of Earnings to Fixed Charges

                 

        Earnings for the nine months ended December 31, 2017 and the fiscal years ended March 31, 2017, 2016 and 2015 were insufficient to cover fixed charges. Additional earnings of INR 3,632.9 million (US $55.6 million), INR 5,896.0 million (US $90.3 million), INR 1,236.8 million (US $18.9 million), INR 990.5 million (US $15.2 million) for the nine month period ended December 31, 2017 and the fiscal years ended March 31, 2017, 2016 and 2015, respectively, would have been necessary to bring the respective ratios to 1.0. For purposes of calculating the above, earnings consist of (a) pretax income from continuing operations, (b) fixed charges and (c) amortization of capitalized interest. Fixed charges include (a) interest expensed, (b) discounts and capitalized expenses related to indebtedness, (c) unwinding of discount on other financial liability and (d) change in fair value of warrants.


USE OF PROCEEDS

        Except as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities described in this prospectus will be used for general corporate and business purposes.

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CAPITALIZATION

        We intend to include information about our capitalization and indebtedness in the applicable prospectus supplement for any offering of securities.

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DESCRIPTION OF SHARE CAPITAL

        We are an exempted company incorporated in the Cayman Islands with limited liability. Our affairs are governed by our Amended and Restated Memorandum and Articles of Association ("Articles of Association"), the Companies Law (2018 Revision) of the Cayman Islands (the "Companies Law"), and other applicable laws of the Cayman Islands and any rules or regulations made thereunder. Our objects, as stated in our Articles of Association, are unrestricted and our Company has full power and authority to carry out any purpose not prohibited by the laws of the Cayman Islands. As of the date of this prospectus, our authorized share capital is $52,315.94, consisting of 500,000,000 ordinary shares of a par value of $0.0001 each, 10,000,000 Class A Non-Voting Shares of a par value $0.0001 each, 3,159,375 Class F shares of a par value of $0.0001 each and 10,000,000 preference shares of a par value of $0.0001 each.

        As of March 31, 2018, 29,077,373 ordinary shares, 2,392,168 Class A Non-Voting shares and 3,159,375 Class F shares were issued and outstanding and no preference shares were outstanding. Each issued ordinary share, Class A share and Class F share is fully paid.

        The following are summaries of certain provisions of our Articles of Association and the Companies Law insofar as they relate to the material terms of our ordinary shares. The term "shareholders" as used in these summaries in relation to our company refers to persons whose names are entered into the register of members of our company as the current holder of one or more shares of our company. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of our Articles of Association and the Companies Law.

Ordinary Shares

General

        All of our ordinary shares issued prior to the completion of this offering are fully paid, and all of our ordinary shares to be issued in this offering will be issued as fully paid. Share certificates representing our ordinary shares (to the extent any are issued) are not definitive evidence as to share ownership under the laws of the Cayman Islands; instead, it is the register of members which is prima facie evidence of the legal title to shares under Cayman Islands law. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.

Register of Members

        We must keep a register of members in accordance with the Companies Law, and there shall be entered therein:

        Under Cayman Islands law, the register of members is prima facie evidence of the matters set out therein ( i.e. , the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Once the register of members has been updated, the shareholders recorded in the register of members should be deemed to have legal title to the shares set against their name.

        If the name of any person is incorrectly entered in or omitted from the register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having

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ceased to be a member of the company, the person or member aggrieved (or any member of the company or the company itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Transfer of Shares

        Subject to the restrictions of our Articles of Association, the holders of ordinary shares may transfer all or any of their ordinary shares by an instrument of transfer, provided that such transfer complies with applicable rules of the SEC, federal and state securities laws of the United States and all other applicable laws and regulations. The instrument of transfer shall be in writing in the usual or common form or in a form prescribed by the applicable stock exchange or in any other form approved by our Board of Directors. The transferor shall be deemed to remain the holder of such ordinary shares until the name of the transferee is entered in the register of members.

Redemption of Shares

        We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by a special resolution of our shareholders. We may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our Board of Directors or are otherwise authorized by our Articles of Association. Under the Companies Law, the redemption or repurchase of any share may be paid out of a company's profits or a share premium account, or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or, if so authorized by its articles of association, out of capital if the company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law, no such share may be redeemed or repurchased (i) unless it is fully paid-up, (ii) if such redemption or repurchase would result in there being no shares outstanding, or (iii) if the company has commenced liquidation. In addition, we may accept the surrender of any fully paid share for no consideration.

Variation of Rights of Shares

        All or any of the rights attached to any class of shares of our company (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not we are being wound up, be varied without the consent of the holders of the issued shares of that class where such variation is considered by our Board of Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the shares of that class.

Call on Shares and Forfeiture of Shares

        Our Board of Directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Changes in Capital

        We may from time to time by ordinary resolution:

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        Subject to the Companies Law and our Articles of Association, our shareholders may by special resolution reduce our share capital and any capital redemption reserve.

General Meetings

        All general meetings other than annual general meetings shall be called extraordinary general meetings.

        The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

        The Directors may call general meetings. For the avoidance of doubt, Members shall have no right to requisition a general meeting of the Company.

Merger and Consolidation

        The Company shall, with the approval of a special resolution have the power to merge or consolidate with one or more constituent companies (as defined in the Statute), upon such terms as the directors may determine.

Voting Rights

        At any general meeting every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) shall have one vote, and on a poll every shareholder present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly appointed representative) shall have one vote for each fully paid ordinary share which such shareholder is registered as the holder. No person shall be entitled to vote at any general meeting unless such person is registered as a shareholder at the applicable record date for that meeting and all calls or other monies then due by such person in respect of such shares have been paid.

        A quorum required for a general meeting consists of one or more shareholders who hold in aggregate a majority of the votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. No business shall be transacted at any general meeting unless a quorum is present.

        An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the shares cast by those shareholders entitled to vote who are present in person or by proxy in a general meeting, while a special resolution requires the affirmative vote of

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no less than two-thirds of the votes attaching to the shares cast by those shareholders entitled to vote who are present in person or by proxy in a general meeting.

        While there is nothing under the laws of the Cayman Islands which specifically prohibits or restricts the creation of cumulative voting rights for the election of our directors, it is not a concept that is generally accepted as a common practice in the Cayman Islands, and we have made no provisions in our Articles of Association to allow cumulative voting for such elections.

Inspection of Books and Records

        Holders of our ordinary shares have no general right under the Companies Law to inspect or obtain copies of our list of shareholders or our corporate records.

Dividends

        Subject to the preferences that may be applicable to any then issued and outstanding preference shares, holders of our ordinary shares are entitled to such dividends as may be declared by our Board of Directors subject to the Companies Law and to our Articles of Association. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or share premium account, and provided further that a dividend may not be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of business.

Liquidation Rights

        On a winding up of our company, if the assets available for distribution among our shareholders shall be insufficient to repay all of the paid-up capital, the assets will be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to the par value of the shares held by them. If the assets available for distribution among our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus will be distributed among our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise.

Preference Shares

        Our amended and restated memorandum and articles of association authorize the issuance of 10,000,000 preference shares, of a par value of $0.0001 each, with such designations, rights and preferences as may be determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue preference shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. In addition, the preference shares could be utilized as a method of discouraging, delaying or preventing a change in control. As of the date of this prospectus, there are no outstanding preference shares.

        The material terms of any series of preference shares that we offer, together with any applicable material United States federal income or Cayman Islands or Indian tax considerations relating to such preference shares, will be described in a prospectus supplement. We urge you to read the applicable prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the particular series of preference shares being offered, as well as the complete certificate of designations that contains the terms of the applicable series of preference shares. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designations that describes the terms of the series of preference shares we are offering before the issuance of that series of preference shares.

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Class A Shares

        All of our Class A shares have identical rights to our ordinary shares, except holders of our Class A shares shall not (in respect of such Class A shares) have the right to receive notice of, attend or vote as a member at any general meeting, but may vote at a separate Class A shareholders' meeting convened in accordance with our Articles of Association. Holders of our Class A shares shall hold such Class A shares subject to transfer restrictions imposed on the holder thereof pursuant to an agreement between such holder and our company. Pursuant to such agreement, when any Class A shares are transferred, the recipient will receive ordinary shares and the Class A shares so transferred will be cancelled. On October 10, 2017, 4,473,508 of our Class A shares were converted into 4,473,508 ordinary shares pursuant to a securities conversion agreement between us and the holder.

Class F Shares

        Holders of our Class F shares shall (in respect of such Class F shares) have the right to receive notice of, attend at and vote as a member at any general meeting, but shall have no other rights in respect of such Class F shares. If holders of Terrapin's Class F common stock exercise their right to exchange their shares of Terrapin's Class F common stock, on a one-for-one basis, for our ordinary shares, for each share exchanged, one Class F share will be converted by us into 0.00001 of an ordinary share for each Class F share converted.

        Commencing on November 16, 2017, holders of Terrapin's Class F common stock will have the right to exchange any or all of their shares of Terrapin's Class F common stock for ordinary shares of Yatra Online, Inc. (on a share for share basis) and, upon such exchange, an equal number of Class F shares held by the exchanging shareholder will be converted by us into 0.00001 of our ordinary share for each Class F share converted. The right to make such exchange will expire on December 16, 2021.

Investor Rights Agreement

        On December 16, 2016, we entered into the Investor Rights Agreement, or the Investor Rights Agreement, with MIHI LLC, the Terrapin Sponsors and certain other Terrapin stockholders and Yatra shareholders who owned our ordinary shares upon consummation of the Business Combination. Pursuant to the terms of the Investor Rights Agreement, we were obligated to file, after we became eligible to use Form F-3 or its successor form, a shelf registration statement to register the resale by such shareholders of ordinary shares issuable in connection with the Business Combination. The Investor Rights Agreement also provides such shareholders with demand, "piggy-back" and Form F-3 registration rights, subject to certain minimum requirements and customary conditions. Pursuant to the terms of the Investor Rights Agreement, certain shareholders are entitled to make one demand for registration of ordinary shares, certain other shareholders are entitled to make two demands and certain other shareholders are entitled to make three demands.

Transfer Agent

        The transfer agent and registrar for our ordinary shares is Continental Stock Transfer & Trust. We will name the transfer agent and registrar for the preference shares in the applicable prospectus supplement.

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DESCRIPTION OF OUR DEBT SECURITIES

         The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses that we may authorize to be distributed to purchasers, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. We refer to the senior and subordinated debt and senior and subordinated convertible debt collectively as debt securities. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, a prospectus supplement or free writing prospectus will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the general terms we describe below.

        We may issue senior debt securities from time to time, in one or more series, under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to this registration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures.

        None of the indentures will limit the amount of debt securities that we may issue. The applicable indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

        The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities.

General

        We will describe in the applicable prospectus supplement or free writing prospectus the terms of the series of debt securities being offered, including:

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        We may, from time to time, without notice to or the consent of the holders of any series of debt securities, create and issue further debt securities of any such series ranking equally with the debt securities of such series in all respects (or in all respects other than (a) the payment of interest accruing prior to the issue date of such further debt securities or (b) the first payment of interest following the issue date of such further debt securities). Such further debt securities may be consolidated and form a single series with the debt securities of such series and have the same terms as to status, redemption or otherwise as the debt securities of such series.

Certain Terms of the Senior Debt Securities

        Conversion or Exchange Rights.     We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of senior debt securities may be convertible into or exchangeable for our ordinary shares, our preference shares or other securities (including securities of a third-party). We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our ordinary shares, our preference shares or other securities (including securities of a third-party) that the holders of the series of senior debt securities receive would be subject to adjustment.

        Consolidation, Merger or Sale.     Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of senior debt securities, the senior debt securities will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the senior indenture or the senior debt securities, as appropriate. If the senior debt securities are convertible into or exchangeable for other securities of ours or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the senior debt securities into securities that the holders of the senior debt securities would have received if they had converted the senior debt securities before the consolidation, merger or sale.

        No Protection in the Event of a Change in Control.     Unless we indicate otherwise in a prospectus supplement or free writing prospectus applicable to a particular series of senior debt securities, the senior debt securities will not contain any provisions that may afford holders of the senior debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control).

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        Events of Default.     Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of senior debt securities, the following are events of default under the senior indenture with respect to any series of senior debt securities that we may issue:

        We will describe in each applicable prospectus supplement or free writing prospectus any modifications to these events of default or any additional events of default relating to the relevant series of senior debt securities.

        If an event of default with respect to senior debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the senior trustee or the holders of at least a majority in aggregate principal amount of the outstanding senior debt securities of that series, by notice to us in writing, and to the senior trustee if notice is given by such holders, may declare the unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of senior debt securities then outstanding shall be due and payable without any notice or other action on the part of the senior trustee or any holder.

        Unless otherwise specified in the prospectus supplement or free writing prospectus applicable to a particular series of senior debt securities originally issued at a discount, the amount due upon acceleration shall include only the original issue price of the senior debt securities, the amount of original issue discount accrued to the date of acceleration and accrued interest, if any.

        The holders of a majority in principal amount of the outstanding senior debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the senior indenture. Any waiver shall cure the default or event of default.

        Upon certain conditions, declarations of acceleration may be rescinded and annulled and past defaults may be waived by the holders of a majority in aggregate principal amount of all the senior debt securities of such series affected by the default. Furthermore, prior to a declaration of acceleration and subject to various provisions in the senior indenture, the holders of a majority in aggregate principal amount of a series of senior debt securities, by notice to the senior trustee, may waive an existing default or event of default with respect to such senior debt securities and its consequences, except a default in the payment of principal of, premium, if any, on or interest on such senior debt securities. Upon any such waiver, such default shall cease to exist, and any event of default with respect to such senior debt securities shall be deemed to have been cured, for every purpose of the senior

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indenture, but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereto.

        The holders of a majority in aggregate principal amount of a series of senior debt securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the senior trustee or exercising any trust or power conferred on the senior trustee with respect to such senior debt securities. However, the senior trustee may refuse to follow any direction that conflicts with law or the senior indenture that may involve the senior trustee in personal liability or that the senior trustee determines in good faith may be unduly prejudicial to the rights of holders of such series of senior debt securities not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from holders of such series of senior debt securities. A holder of the senior debt securities of any series will have the right to institute a proceeding under the senior indenture or to appoint a receiver or senior trustee, or to seek other remedies if:

        These limitations do not apply to a suit instituted by a holder of senior debt securities if we default in the payment of the principal, premium, if any, or interest on, the senior debt securities, or other defaults that may be specified in the applicable prospectus supplement or free writing prospectus.

        Modification and Waiver.     We and the senior trustee may amend, supplement or modify the senior indenture or the senior debt securities without the consent of any holders with respect to the following specific matters:

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        Other amendments and modifications of the senior indenture or the senior debt securities issued may be made, and our compliance with any provision of the senior indenture with respect to any series of senior debt securities may be waived, with the consent of the holders of a majority of the aggregate principal amount of the outstanding senior debt securities of all series affected by the amendment or modification (voting together as a single class); provided, however, that each affected holder must consent to any modification, amendment or waiver that:

        Satisfaction and Discharge.     We can elect satisfy and discharge our obligations with respect to one or more series of senior debt securities, except for specified obligations, including obligations to:

        In order to exercise our rights to be discharged, we must deposit with the senior trustee money or government obligations sufficient to pay all the principal of, any premium and interest on, the senior debt securities of the series on the dates payments are due.

        Under current U.S. federal income tax law, the deposit and our legal release from the senior debt securities would be treated as though we took back a holder's senior debt securities and gave such holder his or her share of the cash and debt securities or bonds deposited in trust. In that event, such

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holder could recognize gain or loss on the senior debt securities such holder gives back to us. Holders of the senior debt securities should consult their own advisers with respect to the tax consequences to them of such deposit and discharge, including the applicability and effect of tax laws other than the U.S. federal income tax law.

        Information Concerning the Senior Trustee.     The senior trustee, other than during the occurrence and continuance of an event of default under the senior indenture, undertakes to perform only those duties as are specifically set forth in the applicable senior indenture and no implied covenants or obligations shall be read into the senior indenture against the senior trustee. Upon the occurrence and during the continuation of an event of default under the senior indenture, the senior trustee must use the same degree of care as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

        The senior trustee is under no obligation to exercise any of the powers given it by the senior indenture at the request of any holder of senior debt securities unless it is offered security and indemnity reasonably acceptable to the senior trustee against the costs, expenses and liabilities that it might incur.

        We may have normal banking relationships with the senior trustee in the ordinary course of business.

Certain Terms of the Subordinated Debt Securities

        Other than the terms of the subordinated indenture and subordinated debt securities relating to subordination or otherwise as described in the prospectus supplement or free writing prospectus relating to a particular series of subordinated debt securities, the terms of the subordinated indenture and subordinated debt securities are identical in all material respects to the terms of the senior indenture and senior debt securities.

        Additional or different subordination terms may be specified in the prospectus supplement applicable to a particular series.

        Subordination.     The indebtedness evidenced by the subordinated debt securities is subordinate to the prior payment in full of all of our senior indebtedness, as defined in the subordinated indenture. During the continuance beyond any applicable grace period of any default in the payment of principal, premium, interest or any other payment due on any of our senior indebtedness, we may not make any payment of principal of, or premium, if any, on or interest on the subordinated debt securities (except for certain sinking fund payments or delivery of ordinary shares or preference shares upon any conversion of such subordinated debt securities). In addition, upon any payment or distribution of our assets upon any dissolution, winding-up, liquidation or reorganization, the payment of the principal of, or premium, if any, on and interest on the subordinated debt securities will be subordinated to the extent provided in the subordinated indenture in right of payment to the prior payment in full of all our senior indebtedness. Because of this subordination, if we dissolve or otherwise liquidate, holders of our subordinated debt securities may receive less, ratably, than holders of our senior indebtedness. The subordination provisions do not prevent the occurrence of an event of default under the subordinated indenture.

Governing Law

        The indentures and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York.

Ranking of Debt Securities

        The senior debt securities will rank equally in right of payment to all our other senior unsecured debt. The subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness (including senior debt securities) to the extent described in the applicable prospectus supplement or free writing prospectus.

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DESCRIPTION OF WARRANTS

         The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses that we may authorize to be distributed to purchasers, summarizes the material terms and provisions of the warrants that we may offer under this prospectus. Warrants may be offered independently or together with ordinary shares, preference shares and/or debt securities offered by any prospectus supplement or free writing prospectus, and may be attached to or separate from those securities. While the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any warrants we offer under a prospectus supplement or free writing prospectus may differ from the general terms we describe below. If there are differences between that prospectus supplement and this prospectus, the prospectus supplement will control. Thus, the statements we make in this section may not apply to a particular series of warrants.

        We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms of the warrants.

General

        We will describe in the applicable prospectus supplement the terms of the series of warrants being offered. If warrants for the purchase of debt securities are offered, the prospectus supplement or free writing prospectus will describe the following terms, to the extent applicable:

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        Warrants for the purchase of debt securities will be in registered form only.

        If warrants for the purchase of ordinary shares or preference shares are offered, the prospectus supplement or free writing prospectus will describe the following terms, to the extent applicable:

        Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Exercise of Warrants

        Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in

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the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

        Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the Company or the warrant agent, as applicable, in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the Company or the warrant agent, as applicable.

        Until the warrant is properly exercised, no holder of any warrant will be entitled to any rights of a holder of the securities purchasable upon exercise of the warrant.

        Upon receipt of the required payment and the warrant certificate, properly completed and duly executed, by the Company or at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Governing Law

        Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements will be governed by and construed in accordance with the laws of the State of New York.

Enforceability of Rights by Holders of Warrants

        The name and address of the warrant agent, if any, for any warrants we offer will be set forth in the applicable prospectus supplement. Any warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants in accordance with the terms of such warrants.

Calculation Agent

        Calculations relating to warrants may be made by a calculation agent, an institution that we appoint as our agent for this purpose. The prospectus supplement for a particular warrant will name the institution that we have appointed to act as the calculation agent for that warrant as of the original issue date for that warrant. We may appoint a different institution to serve as calculation agent from time to time after the original issue date without the consent or notification of the holders.

        Any such calculation agent's determination of any amount of money payable or securities deliverable with respect to a warrant will be final and binding in the absence of manifest error.

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DESCRIPTION OF UNITS

         The following description, together with the additional information that we include in any applicable prospectus supplements or free writing prospectuses that we may authorize to be distributed to purchasers, summarizes the material terms and provisions of the units that we may offer under this prospectus. We may issue, in one or more series, units consisting of ordinary shares, preference shares, debt securities or warrants for the purchase of ordinary shares, preference shares and/or debt securities in one or more series, in any combination. While the terms we have summarized below will generally apply to any future series of units we may offer under this prospectus, we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any series of units we offer under a prospectus supplement or free writing prospectus may differ from the general of terms we described below.

        We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit agreement and any supplemental agreements that contain the terms of the units.

General

        Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

        We will describe in the applicable prospectus supplement the terms of the series of units being offered, including:

        The provisions described in this section, as well as those described under "Description of Share Capital", "Description of Debt Securities" and "Description of Warrants" will apply to each unit and to any ordinary share, preference share, debt security or warrant included in each unit, respectively.

Issuance in Series

        We may issue units in such amounts and in such numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

        The name and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement. Each unit agent will act solely as our agent under the applicable unit

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agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

Title

        We, and any unit agent and any of their agents, may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.

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FORMS OF SECURITIES

General

        Each debt security, warrant and unit will be represented either by a certificate issued in definitive form to a particular purchaser or by one or more global securities representing the entire issuance of securities. Unless the applicable prospectus supplement provides otherwise, certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the Company, trustee, registrar, paying agent, rights agent, unit agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect each purchaser's beneficial ownership of the securities through an account maintained by the purchaser with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Registered Global Securities

        We may issue the registered debt securities, warrants and units in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

        If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.

        Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants' accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair such purchasers' abilities to own, transfer or pledge beneficial interests in registered global securities.

        So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture, warrant agreement or unit agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under

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the applicable indenture, warrant agreement or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, warrant agreement or unit agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

        Principal, premium, if any, on and interest payments on debt securities, and any payments to holders with respect to warrants or units, represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of us, the trustees, the warrant agents, the unit agents or any other agent of ours, agent of the trustees or agent of the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

        We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants' accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers or registered in "street name," and will be the responsibility of those participants.

        If the depositary for any of the securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary's instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.

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PLAN OF DISTRIBUTION

        We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities to or through one or more underwriters or dealers, through other agents, or directly to one or more holders of our securities or directly to other investors. We may distribute securities from time to time in one or more transactions:

        Each time we offer and sell securities, we will provide a prospectus supplement that will set forth the terms of the offering of the securities, including:

        If we use underwriters for an offering, they will acquire securities for their own account and may resell them from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions and except as otherwise set forth in the applicable prospectus supplement, the underwriters will be obligated to purchase all the securities of the series offered by the prospectus supplement. The public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. Only underwriters named in a prospectus supplement are underwriters of the securities offered by that prospectus supplement.

        We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price with additional underwriting discounts or commissions. If we grant any over-allotment option, the terms of any over-allotment option will be set forth in the prospectus supplement relating to those securities.

        We may also sell securities directly or through agents. We will name any agent involved in an offering and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agents will act on a best-efforts basis.

        We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the

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future. We will describe the conditions of these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

        We may provide agents and underwriters with indemnification against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Underwriters or agents may engage in transactions with us, or perform services for us, in the ordinary course of business. We may also use underwriters or agents with whom we have a material relationship. We will describe the nature of any such relationship in the prospectus supplement.

        An underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriter to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. These activities may cause the price of our securities to be higher than it would otherwise be on the open market. The underwriter may discontinue any of these activities at any time.

        All securities we offer, other than ordinary shares, will be new issues of securities, with no established trading market. Underwriters may make a market in these securities, but will not be obligated to do so and may discontinue market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.

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TAXATION

        Our most recent Annual Report on Form 20-F, as updated by other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein, provides a discussion of the material U.S. federal income tax consequences and material Indian tax consequences, that may be relevant to prospective investors in our ordinary shares. The applicable prospectus supplement may also contain information about any material U.S. federal income tax consequences and any material Cayman Islands or Indian tax consequences relating to the securities covered by such prospectus supplement.


EXPENSES RELATED TO THE OFFERING

        The following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered hereby, all of which shall be borne by the Company. All of such fees and expenses, except for the SEC registration fee, are estimated. The estimates do not include expenses related to offerings of particular securities. Each prospectus supplement describing an offering of securities will reflect the estimated expenses related to the offering of securities under that prospectus supplement.

 
  USD   INR*  

SEC registration fee

  $ 12,450.00     830,166.00  

Legal fees and expenses

    **     **  

Accounting fees and expenses

    **     **  

Printing expenses

    **     **  

Miscellaneous expenses

    **     **  

Total

    **     **
 

*
On April 27, 2018, the exchange rate between the U.S. dollar and the Indian rupee expressed in Indian rupees per U.S. dollar was $1.00 = Rs. 66.68.

**
To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus.


SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS

        We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. A majority of our directors and executive officers, and certain of the experts named in this prospectus, are residents of non-United States jurisdictions and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons with respect to matters arising under the Securities Act or to enforce against them, in original actions or in actions for enforcement of judgments of United States courts, liabilities predicated upon the United States federal securities laws.

        We have been advised by our Cayman Islands legal counsel, Maples and Calder, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of

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a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands Court) has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts' discretion. Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. We understand that the Cayman Islands Court's decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

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LEGAL MATTERS

        Unless the applicable prospectus supplement indicates otherwise, the validity of the securities offered by this prospectus and certain legal matters as to Cayman Islands law will be passed upon by Maples and Calder, Cayman Islands. Legal matters with respect to U.S. federal and New York law in connection with this offering will be passed upon by Goodwin Procter LLP, Boston, Massachusetts.


EXPERTS

        The consolidated financial statements of Yatra Online, Inc. appearing in Yatra Online, Inc.'s Annual Report (Form 20-F) for the year ended March 31, 2017, have been audited by Ernst & Young Associates LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.


WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the ordinary shares offered under this prospectus. For purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information set forth in the registration statement we filed. For further information regarding us and the ordinary shares offered in this prospectus, you may desire to review the full registration statement, including the exhibits. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

        We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F, and other information, including material information furnished on Form 6-K, with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and Section 16 short-swing profit reporting for our officers and directors and for holders of more than 10% of our ordinary shares.

        You may inspect and copy reports and other information filed or furnished with the SEC, including this registration statement and its exhibits and schedules, at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The SEC allows us to incorporate by reference the information we file with the SEC, by referring you to other documents filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. Any information that we file later with the SEC and that is deemed incorporated by reference will automatically update and supersede the information in this prospectus. In all such cases, you should rely on the later information over different information included in this prospectus or in any incorporated document. You should not assume that information in any document incorporated by reference into this prospectus or any accompanying prospectus supplement is current as of any date other than the date of that document. This prospectus will be deemed to incorporate by reference the following documents, except that we do not incorporate any

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document or portion of a document that was furnished and deemed by the rules of the SEC not to have been filed:

        We will also incorporate by reference any future filings made with the SEC under the Exchange Act after (i) the date of the registration statement of which this prospectus is a part and prior to the effectiveness of such registration statement and (ii) the date of this prospectus and before the completion of the offering of the securities under the registration statement. In addition, we will incorporate by reference certain future materials furnished to the SEC on Form 6-K after the date of the initial registration statement, but only to the extent specifically indicated in those submissions or in a future prospectus supplement. Each subsequently filed Annual Report should be deemed to supersede entirely each earlier filed Annual Report and Reports on Form 6-K containing our quarterly earnings releases and, unless explicitly stated otherwise, such earlier reports should not be deemed to be part of this prospectus or any accompanying prospectus supplement and you should not rely upon statements made in those earlier periodic reports.

        Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

1101 03, 11th Floor, Tower B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India
Attention: Darpan Batra
0124 339 5500

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LOGO

Ordinary Shares

Preference Shares

Warrants

Debt Securities

Units



PROSPECTUS



                        , 2018

   


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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.    Indemnification of Directors and Officers.

        The Companies Law of the Cayman Islands does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors. However, such provision may be held by the Cayman Islands courts to be unenforceable, to the extent it seeks to indemnify or exculpate fiduciaries in respect of their actual fraud or willful default, or for the consequences of committing a crime. The registrant's amended and restated memorandum and articles of association provides for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own actual fraud or willful default.

        Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 9.    Exhibits .

    (a)
    Exhibits

        The exhibits filed as part of this registration statement are listed in the index to exhibits immediately following the signature page to this registration statement, which index to exhibits is incorporated herein by reference.

    (b)
    Financial Statement Schedules

        Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 10.    Undertakings .

(a)
The undersigned hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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      Provided , however , that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information otherwise required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

    (2)
    That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (3)
    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    (4)
    To file a post-effective amendment to the registration statement to include any financial statements required by "Item 8.A. of Form 20-F" at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the registration statement.

    (5)
    That, for the purpose of determining liability under the Securities Act to any purchaser:

    (i)
    If the registrant is relying on Rule 430B:

    (A)
    Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

    (B)
    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus

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          that was part of the registration statement or made in any such document immediately prior to such effective date; or

      (ii)
      If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

    (6)
    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

    (i)
    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

    (ii)
    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

    (iii)
    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

    (iv)
    Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.:

(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such

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    indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(i)
The undersigned hereby undertakes:

(1)
That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(j)
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

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Exhibit Index

Exhibit No.   Description
  1.1 * Form of Underwriting Agreement
        
  4.1 * Form of Ordinary Share Warrant Agreement and Ordinary Share Purchase Warrant Certificate
        
  4.2 * Form of Preference Share Warrant Agreement and Preference Share Purchase Warrant Certificate
        
  4.3 * Form of Unit Agreement
        
  4.4 * Form of Ordinary Share Warrant Agreement and Ordinary Share Purchase Warrant Certificate
        
  4.5 ** Indenture for Senior Debt Securities, dated May 3, 2018 between the Registrant and Computershare Trust Company, N.A., as Trustee.
        
  4.6 ** Indenture for Subordinated Debt Securities, dated May 3, 2018 between the Registrant and Computershare Trust Company, N.A., as Trustee.
        
  4.7   Warrant Agreement, dated July 16, 2014, between Terrapin 3 Acquisition Corporation (n/k/a Yatra USA Corp.) and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Registrant's Form F-1/A filed on February 9, 2017).
        
  4.8   Assignment, Assumption and Amendment Agreement, dated December 16, 2016, among the Registrant, Terrapin 3 Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Registrant's Form F-1/a filed on February 9, 2017).
        
  4.9   Form of Subscription Agreement between the Registrant and the Investors party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.10   Subscriber Agreement between Yatra Online Private Limited and InterGlobe Technologies Inc., dated December 29, 2015 (incorporated by reference to Exhibit 10.4 to the Registrant's Form F-4/A filed on November 15, 2016).
        
  4.11   Amended and Restated Business Combination Agreement among the Registrant, T3 Parent Corp., T3 Merger Sub Corp., Terrapin 3 Acquisition Corporation, MIHI LLC and Shareholder Representative Services LLC, dated September 28, 2016 (incorporated by reference to Annex A to the proxy statement/prospectus forming part of the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.12   Letter Agreement, dated September 27, 2016, among Yatra Online, Inc., Dhruv Shringi, E-18 Limited, Capital18 Fincap Private Limited, Haresh Chawla, Harshal Shah, IDG Ventures India Fund II LLC, Pandara Trust Scheme I, Intel Capital Corporation, Macquarie Corporate Holdings Pty Limited, Manish Amin, Norwest Venture Partners IX, LP, Norwest Venture Partners X, LP, Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II, Reliance Capital Limited, Valiant Capital Master Fund LP, Valiant Capital Partners LP, Vertex Asia Fund Pte. Ltd. and Wortal,  Inc. (incorporated by reference to Exhibit 10.17 to the Registrant's Form F-4/A filed on November 15, 2016).
 
   

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Exhibit No.   Description
  4.13   Repurchase Agreement, dated September 28, 2016, among Yatra Online, Inc., E-18 Limited, Capital18 Fincap Private Limited, IDG Ventures India Fund II LLC, Pandara Trust Scheme I, Intel Capital Corporation, Macquarie Corporate Holdings Pty Limited, Norwest Venture Partners IX, LP, Norwest Venture Partners X, LP, Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II, Reliance Capital Limited, SVB Financial Group, Valiant Capital Master Fund LP, Valiant Capital Partners LP and Vertex Asia Fund Pte. Ltd. (incorporated by reference to Exhibit 10.18 to the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.14   Dividend Support Agreement, dated September 28, 2016, among Yatra Online, Inc., Dhruv Shringi, E-18 Limited, Capital18 Fincap Private Limited, Haresh Chawla, Harshal Shah, IDG Ventures India Fund II LLC, Pandara Trust Scheme I, Intel Capital Corporation, Macquarie Corporate Holdings Pty Limited, Manish Amin, Norwest Venture Partners IX, LP, Norwest Venture Partners X, LP, Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II, Reliance Capital Limited, SVB Financial Group, Valiant Capital Master Fund LP, Valiant Capital Partners LP, Vertex Asia Fund Pte. Ltd. and Wortal, Inc. (incorporated by reference to Exhibit 10.19 to the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.15   Share Subscription Cum Shareholders Agreement, dated April 29, 2015, among Yatra Online Private Limited, IL & FS Trust Company Limited acting as trustee for Pandara Trust Scheme I, Capital18 Fincap Private Limited and Yatra Online, Inc. (incorporated by reference to Exhibit 10.20 to the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.16   Letter Agreement, dated September 27, 2016, among Yatra Online Private Limited, IL & FS Trust Company Limited acting as trustee for Pandara Trust Scheme I, Capital18 Fincap Private Limited and Yatra Online, Inc. (incorporated by reference to Exhibit 10.21 to the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.17   Exchange and Support Agreement, dated December 16, 2016, by and among the Registrant, Yatra USA Corp. and the holders of Class F Common Stock party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Form 6-K filed on December 22, 2016).
        
  4.18   Forward Purchase Contract Amendment, dated as of December 16, 2016, among the Registrant, MIHI LLC and Yatra USA Corp. (incorporated by reference to Exhibit 10.2 to the Registrant's Form 6-K filed on December 22, 2016).
        
  4.19   Letter Agreement, dated as of December 16, 2016, by and among the Registrant, Yatra USA Corp., MIHI LLC, Apple Orange LLC, Noyac Path LLC, Periscope, LLC, Terrapin Partners Employee Partnership 3 LLC, Terrapin Partners Green Employee Partnership, LLC, Jonathan Kagan, George Brokaw and Victor Mendelson (incorporated by reference to Exhibit 10.3 to the Registrant's Form 6-K filed on December 22, 2016).
        
  4.20   Term Loan Agreement, dated September 12, 2017, by and among the Registrant, Asia Consolidated DMC Pte. Ltd. and Innoven Capital Singapore Pte. Ltd. (incorporated by reference to Exhibit 10.28 to the Registrant's Form F-1 filed on December 19, 2017).
        
  4.21   Term Loan Agreement, dated September 12, 2017, by and among the Registrant, Yatra Online Private Limited and Innoven Capital India Private Limited (incorporated by reference to Exhibit 10.29 to the Registrant's Form F-1 filed on December 19, 2017).
        
  4.22 ** Investor Rights Agreement, dated December 16, 2016, between the Registrant and the Investors party thereto.
 
   

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Exhibit No.   Description
  4.23 ** Letter of Arrangement, dated December 17, 2015, by and between Air Travel Bureau Ltd. and State Bank of India.
        
  4.24 ** Working Capital Facility Agreement, dated June 22, 2017, between Yatra Online Private Limited and ICICI Bank Limited.
        
  4.25 ** Deed of Hypothecation, dated September 12, 2017, by and between Innoven Capital India Private Limited and Yatra Online Private Limited.
        
  4.26 ** Unconditional Guarantee, dated September 12, 2017, by and among Yatra Online, Inc., Innoven Capital India Private Limited and Yatra Online Private.
        
  5.1 ** Opinion of Maples and Calder.
        
  12.1 ** Statement regarding Yatra Online, Inc.'s calculation of ratio of earnings to fixed charges for each year in the three-year period ended December 31, 2017.
        
  23.1 ** Consent of Ernst & Young Associates LLP, independent registered public accounting firm.
        
  23.3 ** Consent of Maples and Calder (included in Exhibit 5.1).
        
  25.1 ** Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939.
        
  25.2 ** Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939.
        
  24.1 ** Powers of Attorney (included on signature page).

*
To be filed, if necessary, by amendment, or as an exhibit to a Report on Form 6-K and incorporated herein by reference.

**
Filed herewith.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form F-3 and has duly caused this Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, on May 3, 2018.

  YATRA ONLINE, INC.

 

By:

 

/s/ DHRUV SHRINGI


      Name:   Dhruv Shringi

      Title:   Chief Executive Officer

        Each person whose signature appears below constitutes and appoints Dhruv Shringi and Alok Vaish and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-3 has been signed below by the following persons in the capacities and on the dates indicated:

Name
 
Title
 
Date

 

 

 

 

 
/s/ DHRUV SHRINGI

Dhruv Shringi
  Chief Executive Officer and Director (Principal Executive Officer)   May 3, 2018

/s/ ALOK VAISH

Alok Vaish

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

May 3, 2018

/s/ SUDHIR KUMAR SETHI

Sudhir Kumar Sethi

 

Director

 

May 3, 2018

/s/ SANJAY ARORA

Sanjay Arora

 

Director

 

May 3, 2018

  

Murlidhara Lakshmikantha Kadaba

 

Director

 

May 3, 2018

Table of Contents

Name
 
Title
 
Date

 

 

 

 

 
/s/ SEAN AGGARWAL

Sean Aggarwal
  Director   May 3, 2018

/s/ DONALD J. PUGLISI

Managing Director
Puglisi & Associates

 

Authorized Representative in the United States

 

May 3, 2018



Exhibit 4.5

 

SENIOR INDENTURE

 

YATRA ONLINE, INC.

 

ISSUER

 

and

 

COMPUTERSHARE TRUST COMPANY, N.A.

 

TRUSTEE

 

Dated as of

 

May 3, 2018

 



 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

ARTICLE I

 

DEFINITIONS AND INCORPORATION BY REFERENCE

1

Section 1.01

 

Definitions.

1

Section 1.02

 

Other Definitions.

4

Section 1.03

 

Incorporation by Reference of Trust Indenture Act.

4

Section 1.04

 

Rules of Construction.

5

ARTICLE II

 

THE SECURITIES

5

Section 2.01

 

Issuable in Series.

5

Section 2.02

 

Establishment of Terms of Series of Securities.

5

Section 2.03

 

Execution and Authentication.

7

Section 2.04

 

Registrar and Paying Agent.

7

Section 2.05

 

Paying Agent to Hold Money in Trust.

8

Section 2.06

 

Holder Lists.

8

Section 2.07

 

Transfer and Exchange.

8

Section 2.08

 

Mutilated, Destroyed, Lost and Stolen Securities.

8

Section 2.09

 

Outstanding Securities.

9

Section 2.10

 

Treasury Securities.

9

Section 2.11

 

Temporary Securities.

9

Section 2.12

 

Cancellation.

9

Section 2.13

 

Defaulted Interest.

9

Section 2.14

 

Global Securities.

10

Section 2.15

 

CUSIP Numbers.

11

ARTICLE III

 

REDEMPTION

11

Section 3.01

 

Notice to Trustee.

11

Section 3.02

 

Selection of Securities to be Redeemed.

11

Section 3.03

 

Notice of Redemption.

11

Section 3.04

 

Effect of Notice of Redemption.

12

Section 3.05

 

Deposit of Redemption Price.

12

Section 3.06

 

Securities Redeemed in Part.

12

ARTICLE IV

 

COVENANTS

12

Section 4.01

 

Payment of Principal and Interest.

12

Section 4.02

 

SEC Reports.

12

Section 4.03

 

Compliance Certificate.

12

Section 4.04

 

Stay, Extension and Usury Laws.

13

Section 4.05

 

Maintenance of Office or Agency

13

ARTICLE V

 

SUCCESSORS

13

Section 5.01

 

When Company May Merge, Etc.

13

Section 5.02

 

Successor Corporation Substituted.

13

ARTICLE VI

 

DEFAULTS AND REMEDIES

14

Section 6.01

 

Events of Default.

14

Section 6.02

 

Acceleration of Maturity; Rescission and Annulment.

14

Section 6.03

 

Collection of Indebtedness and Suits for Enforcement by Trustee.

15

Section 6.04

 

Trustee May File Proofs of Claim.

15

Section 6.05

 

Trustee May Enforce Claims Without Possession of Securities.

16

Section 6.06

 

Application of Money Collected.

16

Section 6.07

 

Limitation on Suits.

16

Section 6.08

 

Unconditional Right of Holders to Receive Principal and Interest.

17

Section 6.09

 

Restoration of Rights and Remedies.

17

Section 6.10

 

Rights and Remedies Cumulative.

17

Section 6.11

 

Delay or Omission Not Waiver.

17

Section 6.12

 

Control by Holders.

17

 

i



 

Section 6.13

 

Waiver of Past Defaults.

17

Section 6.14

 

Undertaking for Costs.

18

Section 6.15

 

Waiver of Stay or Extension Laws

18

ARTICLE VII

 

TRUSTEE

18

Section 7.01

 

Duties of Trustee.

18

Section 7.02

 

Rights of Trustee.

19

Section 7.03

 

Individual Rights of Trustee.

20

Section 7.04

 

Trustee’s Disclaimer.

20

Section 7.05

 

Notice of Defaults.

20

Section 7.06

 

Reports by Trustee to Holders.

21

Section 7.07

 

Compensation and Indemnity.

21

Section 7.08

 

Replacement of Trustee.

21

Section 7.09

 

Successor Trustee by Merger, etc.

22

Section 7.10

 

Eligibility; Disqualification.

22

Section 7.11

 

Preferential Collection of Claims Against Company.

22

ARTICLE VIII

 

SATISFACTION AND DISCHARGE; DEFEASANCE

22

Section 8.01

 

Satisfaction and Discharge of Indenture.

22

Section 8.02

 

Application of Trust Funds; Indemnification.

23

Section 8.03

 

Legal Defeasance of Securities of any Series.

24

Section 8.04

 

Covenant Defeasance.

25

Section 8.05

 

Repayment to Company.

25

Section 8.06

 

Reinstatement.

26

ARTICLE IX

 

AMENDMENTS AND WAIVERS

26

Section 9.01

 

Without Consent of Holders.

26

Section 9.02

 

With Consent of Holders.

27

Section 9.03

 

Limitations.

27

Section 9.04

 

Compliance with Trust Indenture Act.

27

Section 9.05

 

Revocation and Effect of Consents.

27

Section 9.06

 

Notation on or Exchange of Securities.

28

Section 9.07

 

Trustee Protected.

28

ARTICLE X

 

MISCELLANEOUS

28

Section 10.01

 

Trust Indenture Act Controls.

28

Section 10.02

 

Notices.

28

Section 10.03

 

Communication by Holders with Other Holders.

29

Section 10.04

 

Certificate and Opinion as to Conditions Precedent.

29

Section 10.05

 

Statements Required in Certificate or Opinion.

29

Section 10.06

 

Rules by Trustee and Agents.

30

Section 10.07

 

Legal Holidays.

30

Section 10.08

 

No Recourse Against Others.

30

Section 10.09

 

Counterparts.

30

Section 10.10

 

Governing Laws.

30

Section 10.11

 

No Adverse Interpretation of Other Agreements.

30

Section 10.12

 

Successors.

30

Section 10.13

 

Severability.

30

Section 10.14

 

Table of Contents, Headings, Etc.

30

Section 10.15

 

Securities in a Foreign Currency.

30

Section 10.16

 

Judgment Currency.

31

Section 10.17

 

U.S.A. Patriot Act.

31

Section 10.18

 

Waiver of Jury Trial.

31

ARTICLE XI

 

SINKING FUNDS

31

Section 11.01

 

Applicability of Article.

31

Section 11.02

 

Satisfaction of Sinking Fund Payments with Securities.

32

Section 11.03

 

Redemption of Securities for Sinking Fund.

32

 

ii



 

YATRA ONLINE, INC.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of May 3, 2018

 

Section 310 (a)(1)

7.10

(a)(2)

7.10

(a)(3)

NOT APPLICABLE

(a)(4)

NOT APPLICABLE

(a)(5)

7.10

(b)

7.10

Section 311 (a)

7.11

(b)

7.11

(c)

NOT APPLICABLE

Section 312 (a)

2.06

(b)

10.03

(c)

10.03

Section 313 (a)

7.06

(b)(1)

7.06

(b)(2)

7.06

(c)(1)

7.06

(d)

7.06

Section 314 (a)

4.02, 10.05

(b)

NOT APPLICABLE

(c)(1)

10.04

(c)(2)

10.04

(c)(3)

NOT APPLICABLE

(d)

NOT APPLICABLE

(e)

10.05

(f)

NOT APPLICABLE

Section 315 (a)

7.01

(b)

7.05

(c)

7.01

(d)

7.01

(e)

6.14

Section 316 (a)

2.10

(a)(1)(a)

6.12

(a)(1)(b)

6.13

(b)

6.08

Section 317 (a)(1)

6.03

(a)(2)

6.04

(b)

2.05

Section 318 (a)

10.01

 

iii



 

Senior Indenture, dated as of May 3, 2018, between Yatra Online, Inc., an exempted company incorporated under the laws of the Cayman Islands (“ Company ”), and Computershare Trust Company, N.A., a national banking association, as trustee (“ Trustee ”).

 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

 

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section 1.01 Definitions.

 

Additional Amounts ” means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.

 

Affiliate ” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise.

 

Agent ” means any Registrar, Paying Agent or Service Agent.

 

Applicable Procedures ” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.

 

Authorized Newspaper ” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used.

 

Bearer ” means anyone in possession from time to time of a Bearer Security.

 

Bearer Security ” means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof.

 

Board of Directors ” means the Board of Directors of the Company or any duly authorized committee thereof.

 

Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee.

 

Business Day ” means any day other than a Saturday, Sunday or other day on which the New York Stock Exchange is closed or banking institutions are authorized or required by law, regulation or executive order to close or be closed in the State of New York, the State of Colorado or in the city of the Corporate Trust Office.

 

Capital Interests ” means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

 

Company ” means the party named as such above until a successor replaces it and thereafter means the successor.

 

1



 

Company Order ” means a written order signed in the name of the Company by two Officers, and delivered to the Trustee.

 

Company Request ” means a written request signed in the name of the Company by its Chief Executive Officer, Chief Financial Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

 

Corporate Trust Office ” means the address of the Trustee specified in Section 10.02, or such other address as to which the Trustee may give notice to the Holders and the Company.

 

Default ” means any event which is, or after notice or passage of time or both would be, an Event of Default.

 

Depositary ” means, with respect to the Securities of any Series issuable or issued in whole or part in the form of one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series.

 

Discount Security ” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02.

 

Dollars ” and “ $ ” means the currency of The United States of America.

 

DTC ” means The Depository Trust Company, a New York corporation.

 

Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

Foreign Currency ” means any currency or currency unit issued by a government other than the government of The United States of America.

 

Foreign Government Obligations ” means, with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof.

 

GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

 

Global Security ” or “ Global Securities ” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.

 

Holder ” means a person in whose name a Security is registered in the records of the Registrar or the Bearer of a Bearer Security.

 

Indenture ” means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder.

 

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interest ” with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity.

 

Maturity ,” when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

 

Officer ” means the Chief Executive Officer, Chief Financial Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

 

Officers’ Certificate ” means a certificate signed by two Officers, and delivered to the Trustee.

 

Opinion of Counsel ” means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.

 

person ” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

principal ” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.

 

Responsible Officer ” means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject.

 

SEC ” means the Securities and Exchange Commission.

 

Securities ” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.

 

Series ” or “ Series of Securities ” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof.

 

Stated Maturity ” means when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

 

Subsidiary ” means, with respect to any person, any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or, in the case of a partnership, more than 50% of the partners’ Capital Interests (considering all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of such person or combination thereof.

 

TIA ” means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the rules and regulations promulgated thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended.

 

Trustee ” means the person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each person who is then a Trustee hereunder, and if at any time there is more than one such

 

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person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.

 

U.S. Government Obligations ” means securities which are (i) direct obligations of The United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of The United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by The United States of America, and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt.

 

Section 1.02 Other Definitions .

 

TERM

 

DEFINED
IN
SECTION

Bankruptcy Law

 

6.01

Custodian

 

6.01

Event of Default

 

6.01

Judgment Currency

 

10.16

Legal Holiday

 

10.07

mandatory sinking fund payment

 

11.01

Market Exchange Rate

 

10.15

New York Banking Day

 

10.16

optional sinking fund payment

 

11.01

Paying Agent

 

2.04

Registrar

 

2.04

Required Currency

 

10.16

Service Agent

 

2.04

successor person

 

5.01

 

Section 1.03 Incorporation by Reference of Trust Indenture Act.

 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

 

Commission ” means the SEC.

 

indenture securities ” means the Securities.

 

indenture security holder ” means a Holder.

 

indenture to be qualified ” means this Indenture.

 

indenture trustee ” or “ institutional trustee ” means the Trustee.

 

obligor ” on the indenture securities means the Company and any successor obligor upon the Securities.

 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined.

 

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Section 1.04 Rules of Construction .

 

Unless the context otherwise requires:

 

(a) a term has the meaning assigned to it;

 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;

 

(c) references to “generally accepted accounting principles” and “GAAP’ shall mean generally accepted accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied;

 

(d) “or” is not exclusive;

 

(e) words in the singular include the plural, and in the plural include the singular; and

 

(f) provisions apply to successive events and transactions.

 

ARTICLE II

THE SECURITIES

 

Section 2.01 Issuable in Series . The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture.

 

Section 2.02 Establishment of Terms of Series of Securities . At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(s)) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:

 

(a) the form and title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);

 

(b) the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;

 

(c) any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.06);

 

(d) the date or dates on which the principal of the Securities of the Series is payable;

 

(e) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index

 

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or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;

 

(f) the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;

 

(g) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;

 

(h) the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

 

(i) the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;

 

(j) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable;

 

(k) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

 

(l) the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible for overseeing such composite currency and the Paying Agent for such Foreign Currency Securities (which shall not be the Trustee without the consent of the Trustee);

 

(m) the provisions, if any, relating to any security provided for the Securities of the Series;

 

(n) any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;

 

(o) any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;

 

(p) the provisions, if any, relating to conversion of any Securities of such Series, including, if applicable, the securities into which the Securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders or at the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion if such Series of Securities are redeemed;

 

(q) whether the Securities of such Series will be senior debt securities;

 

(r) any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein; and

 

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(s) any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series), but which shall not affect the rights, duties, obligations or immunities of the Trustee without the consent of the Trustee.

 

All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and, unless otherwise provided, a Series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such Series and issuances of additional Securities of such Series.

 

Section 2.03 Execution and Authentication. At least one Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature of the Trustee shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication and the Trustee shall authenticate and deliver Securities for original issue in the principal amount provided in a Company Order. Such Company Order may authorize authentication and delivery pursuant to electronic instructions in PDF from the Company or its duly authorized agent or agents. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the first issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04 relating to the issuance, authentication and delivery of the Securities and (c) an Opinion of Counsel complying with Section 10.04 relating to the issuance, authentication and delivery of the Securities. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; (b) if the Trustee shall determine in good faith that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities; or (c) if the issuance of such Securities will affect the rights, powers, duties or immunities of the Trustee under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

 

Section 2.04 Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“ Paying Agent ”), where Securities of such Series may be surrendered for registration of transfer or exchange (“ Registrar ”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“ Service Agent ”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for

 

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each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

 

Section 2.05 Paying Agent to Hold Money in Trust . The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money held by it as Paying Agent.

 

Section 2.06 Holder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten (10) days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of each Series of Securities.

 

Section 2.07 Transfer and Exchange . Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute, and the Trustee shall authenticate and deliver the Securities at the Company’s request upon receipt of a Company Order. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any tax or similar charge payable in connection therewith (other than any such tax or similar charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing.

 

Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities.

 

(a) If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and make available for delivery in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

 

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(b) Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

 

Section 2.09 Outstanding Securities . The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

 

Section 2.10 Treasury Securities . In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.

 

Section 2.11 Temporary Securities . Until definitive Securities are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Securities upon receipt of a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and execute and the Trustee, upon receipt of a Company Order, shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary Securities shall have the same rights under this Indenture as the definitive Securities.

 

Section 2.12 Cancellation . The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.

 

Section 2.13 Defaulted Interest . If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest at the rate established for the particular Series, if any, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders of the Series on a subsequent special record date. The Company shall fix the special record date and payment date. At least ten (10) days before the special record date, the Company shall mail to the Trustee and to each Holder of the Series a notice that states the record date, the related payment date and the amount of interest to be paid. The Company may also pay defaulted interest in any other lawful manner.

 

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Section 2.14 Global Securities .

 

(a) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

 

(b) Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate stating that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing and the Depositary requests the Company to exchange the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.

 

(c) A Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.

 

(d) Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:

 

“This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.”

 

(e) Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.

 

(f) Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.

 

(g) [Reserved].

 

(h) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee and such owners of beneficial interests in a Global Security will not be considered the owners or holders thereof. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Global Security provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with applicable Depositary procedures.

 

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Section 2.15 CUSIP Numbers . The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, “CUSIP” numbers shall be used in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in “CUSIP” numbers of which the Company becomes aware.

 

ARTICLE III

REDEMPTION

 

Section 3.01 Notice to Trustee . The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of the Series of Securities to be redeemed at least 40, and not more than 60, days before the redemption date.

 

Section 3.02 Selection of Securities to be Redeemed . Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate or in accordance with the procedures of the applicable Depositary. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. Securities of a Series and portions selected for redemption shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. The Trustee shall not be liable for the selection made in accordance with this Section 3.02. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal of such Security which has been or is to be redeemed.

 

Section 3.03 Notice of Redemption.

 

(a) At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed and, if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper. The notice shall identify the Securities of the Series to be redeemed and shall state:

 

(i) the redemption date;

 

(ii) the redemption price or the manner of the calculation of the redemption price;

 

(iii) the name and address of the Paying Agent;

 

(iv) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 

(v) that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;

 

(vi) the CUSIP number, if any; and

 

(vii) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.

 

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At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided that the Company shall have delivered to the Trustee, at least five Business Days (or such shorter period as the Trustee may consent to in writing) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03, an Officers’ Certificate of the Company requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

 

Section 3.04 Effect of Notice of Redemption . Once notice of redemption is mailed or published as provided in Section 3.03, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date; provided that installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities (or one or more predecessor Securities) registered at the close of business on the relevant record date therefor according to their terms and the terms of this Indenture.

 

Section 3.05 Deposit of Redemption Price . On or before 10:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.

 

Section 3.06 Securities Redeemed in Part . Upon surrender of a Security that is redeemed in part, the Company shall issue and execute and the Trustee, upon receipt of a Company Order, shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.

 

ARTICLE IV

COVENANTS

 

Section 4.01 Payment of Principal and Interest . The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture by 10:00 a.m., New York City time on the due date. Notwithstanding anything to the contrary herein, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States, unless such payments are permitted by applicable laws.

 

Section 4.02 SEC Reports . The Company shall, so long as any of the Securities are outstanding, electronically file with the Commission the annual, quarterly and other periodic reports that the Company is required to file (or would be otherwise required to file) with the Commission pursuant to Sections 13 and 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

 

Section 4.03 Compliance Certificate. The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year (which on the date hereof ends on December 31) of the Company, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all such Defaults or Events of Default and the nature and status thereof of which they may have knowledge.

 

The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within thirty (30) days after becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default

 

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or Event of Default and what action the Company is taking or proposes to take with respect thereto; provided that no notice shall be required to the extent that the event that would constitute a Default or Event of Default has been cured or waived.

 

Section 4.04 Stay, Extension and Usury Laws . The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

 

Section 4.05 Maintenance of Office or Agency . The Company will maintain an office or agency required under Section 2.04. The Company will give prompt written notice to the Trustee of the location, and of any change in location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

 

ARTICLE V

SUCCESSORS

 

Section 5.01 When Company May Merge, Etc . The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, another person (a “ successor person ”) unless:

 

(a) the Company is the surviving person or the successor person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture pursuant to a supplemental indenture; and

 

(b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing.

 

For the avoidance of doubt, notwithstanding the foregoing, the sale, conveyance or transfer of intellectual property and similar or related assets and the Company’s equity ownership interests in foreign Subsidiaries to one or more of its Subsidiaries, in each case, in connection with its global tax optimization strategies in conjunction with business operations will not be considered “all or substantially all of its properties and assets.”

 

The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that the proposed transaction and any supplemental indenture comply with this Indenture.

 

Section 5.02 Successor Person Substituted . Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

 

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ARTICLE VI

DEFAULTS AND REMEDIES

 

Section 6.01 Events of Default .

 

Event of Default ,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default:

 

(a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days; or

 

(b) default in the payment of principal of (or premium, if any, on) any Security of that Series at its Maturity; or

 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences of nonperformance or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty that has been included in this Indenture solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

 

(d) the Company pursuant to or within the meaning of any Bankruptcy Law:

 

(i) commences a voluntary case or proceeding;

 

(ii) consents to the entry of an order for relief against it in an involuntary case,

 

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property,

 

(iv) makes a general assignment for the benefit of its creditors, or

 

(v) makes an admission in writing that it is generally unable to pay its debts as the same become due; or

 

(e) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 

(i) is for relief against the Company in an involuntary case,

 

(ii) appoints a Custodian of the Company or for all or substantially all of its property, or

 

(iii) orders the liquidation of the Company, and the order or decree remains un-stayed and in effect for 90 days; or

 

(f) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.02(n).

 

The term “ Bankruptcy Law ” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. The term “ Custodian ” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

 

Section 6.02 Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.01(d) or (e)), then in every such case the Trustee or the Holders of not less than a majority in

 

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principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (a) the Company has paid and deposited with the Trustee a sum sufficient to pay (1) all overdue instalments of interest on all Securities of that Series, (2) the principal of (and premium, if any, on) any Securities of that Series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities of that Series, (3) to the extent that payment of such interest is lawful, interest upon overdue instalments of interest at the rate borne by the Securities of that Series, and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

 

Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

 

The Company covenants that if:

 

(a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

 

(b) default is made in the payment of principal of any Security at the Maturity thereof, then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

 

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

 

If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

 

Section 6.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by

 

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intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

 

Section 6.05 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

 

Section 6.06 Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

 

First: To the payment of all amounts due the Trustee under Section 7.07; and

 

Second: To the payment of the amounts then due and unpaid for principal (and premium, if any) of and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and

 

Third: To the Company.

 

Section 6.07 Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

 

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series;

 

(b) the Holders of at least a majority in principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

 

(c) such Holder or Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

 

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 

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(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series;

 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

 

Section 6.08 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

 

Section 6.09 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

 

Section 6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.

 

Section 6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

 

Section 6.12 Control by Holders. Subject to Section 7.02(f), the Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that:

 

(a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Holders not joining therein, and

 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

 

Section 6.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default (i) in the payment of the principal of (or premium, if any) or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each

 

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outstanding Security of such Series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

 

Section 6.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date).

 

Section 6.15 Waiver of Stay or Extension Laws. The Company covenants (to the extent it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

 

ARTICLE VII

TRUSTEE

 

Section 7.01 Duties of Trustee.

 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of such person’s own affairs.

 

(b) Except during the continuance of an Event of Default:

 

(i) The Trustee need perform only those duties that are expressly and specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee.

 

(ii) In the absence of bad faith on its part, the Trustee may conclusively rely and is fully protected, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

 

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

 

(i) This paragraph does not limit the effect of paragraph (b) of this Section.

 

(ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

 

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(iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

 

(iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the conduct or affects the liability of or affords protection to the Trustee is subject to paragraph (a), (b), (c) and (d) of this Section.

 

(e) The Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity satisfactory to the Trustee against any loss, liability or expense.

 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including the right to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and to its agents. The provisions set forth in this Section 7.01 shall apply to the Trustee in each of its capacities hereunder and its agents.

 

Section 7.02 Rights of Trustee.

 

(a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document.

 

(b) Before the Trustee acts or refrains from acting in connection with this Indenture, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes or omits to take in reliance on such Officers’ Certificate. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

 

(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.

 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence.

 

(e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the

 

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Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request or direction.

 

(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee in its discretion may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney.

 

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due, unless written notice is received by a Responsible Officer of the Trustee at the Corporate Trust Office, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a notice of Default or Event of Default.

 

(i) The permissive rights of the Trustee enumerated in this Indenture shall not be construed as duties.

 

(j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

(k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts to resume performance as soon as reasonably practicable under the circumstances.

 

(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

 

(m) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture.

 

Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.

 

Section 7.04 Trustee’s Disclaimer. The recitals contained herein and in the Securities (except for the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities and it shall not be accountable for the use or application by the Company of the Securities or the proceeds thereof.

 

Section 7.05 Notice of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if a Responsible Officer of the Trustee has received written notice thereof, the Trustee shall mail to each Holder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has received written notice of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of that Series.

 

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Section 7.06 Reports by Trustee to Holders. Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Holders, as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish once in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA Section 313. A copy of each report at the time of its mailing to Holders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange.

 

Section 7.07 Compensation and Indemnity . The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustee. Such expenses shall include the reasonable compensation, expenses and disbursements of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee and hold each of them harmless against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall apply to officers, directors, employees, shareholders, advisors, representatives and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder, advisor, representative or agent of the Trustee through the negligence or bad faith of the Trustee. To secure the Company’s obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money, funds or property held or collected by the Trustee, except that funds held in trust to pay principal of or interest on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

 

Section 7.08 Replacement of Trustee . A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. The Trustee may resign at any time with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company in writing. The Company may remove the Trustee (by written notice to the Trustee) with respect to Securities of one or more Series if:

 

(a) the Trustee fails to comply with Section 7.10;

 

(b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any insolvency, bankruptcy or similar law;

 

(c) a custodian or public officer takes charge of the Trustee or its property; or

 

(d) the Trustee becomes incapable of acting.

 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

 

If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.

 

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If a successor Trustee is appointed with respect to the Securities of one or more (but not all) Series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any Series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-Trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts under separate indentures.

 

No successor Trustee with respect to any Series of Securities shall accept appointment as provided in this Section 7.08 unless at the time of such acceptance such successor Trustee shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 310(a) of the Trust Indenture Act of 1939.

 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Holder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

 

Section 7.09 Successor Trustee by Merger, etc . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business (including administration of this Indenture) to, another person, the successor person without any further act shall be the successor Trustee. In case any Securities of any Series shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities of any Series so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities of such Series.

 

Section 7.10 Eligibility; Disqualification . This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5) and has a combined capital and surplus (together with its parent and Affiliates) of at least $15,000,000. The Trustee shall comply with TIA Section 310(b).

 

Section 7.11 Preferential Collection of Claims Against Company . The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

 

ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE

 

Section 8.01 Satisfaction and Discharge of Indenture.

 

This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

 

(a) any of the following shall have occurred:

 

(i) no Securities have been issued hereunder;

 

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(ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or

 

(iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

 

and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;

 

(b) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and

 

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

 

Section 8.02 Application of Trust Funds; Indemnification.

 

(a) Subject to the provisions of Section 8.05, all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or analogous payments as contemplated by Sections 8.03 or 8.04; but such money need not be segregated from other funds except to the extent required by law.

 

(b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders.

 

(c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.

 

(d) Notwithstanding anything to the contrary herein, if the Trustee cannot reasonably deal with such Foreign Government Obligations, upon notification by the Trustee of such inability, the Company shall appoint a Paying Agent with respect to such Foreign Government Obligations. The Trustee shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of such Paying Agent.

 

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Section 8.03 Legal Defeasance of Securities of any Series . Unless this Section 8.03 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to:  (a) the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal (and premium, if any) or interest, and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series; and

 

(b) the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05 and Article VII; and

 

(c) the rights and immunities of the Trustee hereunder;

 

provided that, the following conditions shall have been satisfied:

 

(i) with reference to this Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (A) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (B) subject to Section 8.02(d) herein, in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, in each case which through the payment of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal (and premium, if any) and such sinking fund payments are due;

 

(ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

 

(iii) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

 

(iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;

 

(v) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;

 

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(vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and

 

(vii) such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

 

Section 8.04 Covenant Defeasance . Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:

 

(a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or, subject to Section 8.02(d) herein, Foreign Government Obligations, in each case which through the payment of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal (and premium, if any) and such sinking fund payments are due;

 

(b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

 

(c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

 

(d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

 

(e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and

 

(f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

 

Section 8.05 Repayment to Company . The Trustee and the Paying Agent shall pay to the Company, upon Company Request, any money held by them for the payment of principal (and premium, if any) and interest that

 

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remains unclaimed for two years, and after such time, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

 

Section 8.06 Reinstatement . If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.01; provided, however, that if the Company has made any payment of principal of, premium (if any) or interest on any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent; provided, however, that the Trustee shall not be responsible for monitoring or enforcing the accuracy of sufficiency of such Additional Amounts. The Company shall provide the Trustee and Paying Agent with an Officers’ Certificate describing any Additional Amounts to be included in any payment.

 

ARTICLE IX

AMENDMENTS AND WAIVERS

 

Section 9.01 Without Consent of Holders . The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder:

 

(a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such successor person of the obligations of the Company hereunder and under the Securities;

 

(b) to add or remove covenants of the Company for the benefit of the Holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly being included for the benefit of such Series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders (as determined by the Company);

 

(c) to add any additional Events of Default;

 

(d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;

 

(e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more Series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;

 

(f) to establish the forms or terms of the Securities of any Series issued pursuant to the terms hereof;

 

(g) to cure any ambiguity or defect or correct any inconsistency in this Indenture;

 

(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

 

(i) to qualify this Indenture under the Trust Indenture Act;

 

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(j) to provide for uncertificated Securities in addition to certificated Securities;

 

(k) [Reserved].; and

 

(l) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

 

Section 9.02 With Consent of Holders . The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

 

Section 9.03 Limitations . Without the consent of each Holder affected, an amendment or waiver may not:

 

(a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;

 

(b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security;

 

(c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund;

 

(d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;

 

(e) waive a Default or Event of Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);

 

(f) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;

 

(g) make any change in Sections 6.08, 6.13, or 9.03; or

 

(h) waive a redemption payment with respect to any Security.

 

Section 9.04 Compliance with Trust Indenture Act . Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.

 

Section 9.05 Revocation and Effect of Consents . Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such

 

27



 

Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.

 

Section 9.06 Notation on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and execute and the Trustee shall authenticate, upon Company Order, new Securities of that Series that reflect the amendment or waiver.

 

Section 9.07 Trustee Protected. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, in addition to the documents required by Section 10.04, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent in this Indenture to the execution of such supplemental indenture, have been complied with, such supplemental indenture is authorized under this Indenture, and, such supplemental indenture is the valid and legally binding obligation of the Company. The Trustee may, but shall not be obligated to, sign any supplemental indenture that affects the Trustee’s own rights, duties, powers, liabilities or immunities under this Indenture or otherwise.

 

ARTICLE X

MISCELLANEOUS

 

Section 10.01 Trust Indenture Act Controls . If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.

 

Section 10.02 Notices .

 

(a) Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person, by overnight courier or mailed by first-class mail or sent by facsimile addressed as follows:

 

if to the Company:

 

Yatra Online, Inc.
1101 03, 11th  Floor, Tower B
Unitech Cyber Park
Sector 39, Gurgaon, Haryana 122002,
India
Attention:
Chief Executive Officer

With a copy to:

 

Goodwin Procter LLP

Exchange Place

Boston, MA 02109

Attn: Jocelyn M. Arel and Michael J. Minahan

Fax: 617-523-1231

 

if to the Trustee:

 

28



 

Computershare Trust Company, N.A.
Attn.: Corporate Trust Dept.— YATRA
8742 Lucent Boulevard, Suite 225
Highlands Ranch, Colorado 80129
Facsimile No.: 303-262-0608
Email: corporate.trust@computershare.com

 

(b) The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to a Holder shall be mailed by first-class mail to its address shown on the register kept by the Registrar and, if any Bearer Securities are outstanding, published once in an Authorized Newspaper (or such other frequency as is expressly provided in the Indenture). Failure to mail a notice or communication to a Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any other Series. If a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Holder receives it. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

 

(c) Unless otherwise provided in this Indenture, any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Company may, upon Company Request received by the Trustee not fewer than ten (10) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date on which such notice must be given or served, be given or served by the Trustee in the name of and at the expense of the Company.

 

Section 10.03 Communication by Holders with Other Holders . Holders of any Series may communicate pursuant to TIA Section 312(b) with other Holders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

 

Section 10.04 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

 

(a) an Officers’ Certificate (which shall include the statements set forth in Section 10.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

 

(b) an Opinion of Counsel (which shall include the statements set forth in Section 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

 

Section 10.05 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:

 

(a) a statement that the person making such certificate or opinion has read such covenant or condition and the definitions relating thereto;

 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

 

(c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 

(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

 

29



 

Section 10.06 Rules by Trustee and Agents . The Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions.

 

Section 10.07 Legal Holidays . Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a “ Legal Holiday ” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

 

Section 10.08 No Recourse Against Others . A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

 

Section 10.09 Counterparts . This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

Section 10.10 Governing Laws . This Indenture and the Securities will be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.

 

Section 10.11 No Adverse Interpretation of Other Agreements . This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

 

Section 10.12 Successors . All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

 

Section 10.13 Severability . In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 10.14 Table of Contents, Headings, Etc . The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

 

Section 10.15 Securities in a Foreign Currency . Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “ Market Exchange Rate ” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the

 

30



 

equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall be fully justified and protected and shall incur no liability in relying and acting upon information received by it from the Company and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company. Notwithstanding anything to the contrary herein, if the Trustee cannot reasonably process a payment in a Foreign Currency, upon notification by the Trustee of such inability, the Company shall appoint a Paying Agent for such payment in Foreign Currency. The Trustee shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of such Paying Agent.

 

Section 10.16 Judgment Currency . The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the “ Required Currency ”) into a currency in which a judgment will be rendered (the “ Judgment Currency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Company could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final un-appealable judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Company could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final un-appealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “ New York Banking Day ” means any day except a Saturday, Sunday or a Legal Holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close.

 

Section 10.17 U.S.A. Patriot Act . The Company acknowledges that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions, and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees that it will provide the Trustee with such information as it may reasonably request as required in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

 

Section 10.18 Waiver of Jury Trial . EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

 

ARTICLE XI

SINKING FUNDS

 

Section 11.01 Applicability of Article . The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “ mandatory sinking fund payment ” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “ optional sinking fund payment .” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.

 

31



 

Section 11.02 Satisfaction of Sinking Fund Payments with Securities . The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.02, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company.

 

Section 11.03 Redemption of Securities for Sinking Fund . Not less than 45 days prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.03. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.04, 3.05 and 3.06. Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in cash a sum equal to any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.

 

[ Remainder of page intentionally left blank ]

 

32



 

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and attested, all as of the day and year first above written.

 

 

 

 

YATRA ONLINE, INC.

 

 

 

 

By:

/s/ Alok Vaish

 

Name:

Alok Vaish

 

Title:

Chief Financial Officer

 

 

 

 

COMPUTERSHARE TRUST COMPANY, N.A. , as Trustee

 

 

 

 

By:

/s/ Rose Stroud

 

Name:

Rose Stroud

 

Title:

Trust Officer

 

[ Signature Page to Senior Indenture ]

 




Exhibit 4.6

 

SUBORDINATED INDENTURE

 

YATRA ONLINE, INC.

 

ISSUER

 

and

 

COMPUTERSHARE TRUST COMPANY, N.A.

 

TRUSTEE

 

Dated as of

 

May 3, 2018



 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

1

Section 1.01

Definitions.

1

Section 1.02

Other Definitions.

4

Section 1.03

Incorporation by Reference of Trust Indenture Act.

5

Section 1.04

Rules of Construction.

5

ARTICLE II

THE SECURITIES

5

Section 2.01

Issuable in Series.

5

Section 2.02

Establishment of Terms of Series of Securities.

6

Section 2.03

Execution and Authentication.

7

Section 2.04

Registrar and Paying Agent.

8

Section 2.05

Paying Agent to Hold Money in Trust.

8

Section 2.06

Holder Lists.

8

Section 2.07

Transfer and Exchange.

8

Section 2.08

Mutilated, Destroyed, Lost and Stolen Securities.

9

Section 2.09

Outstanding Securities.

9

Section 2.10

Treasury Securities.

9

Section 2.11

Temporary Securities.

10

Section 2.12

Cancellation.

10

Section 2.13

Defaulted Interest.

10

Section 2.14

Global Securities.

10

Section 2.15

CUSIP Numbers.

11

ARTICLE III

REDEMPTION

11

Section 3.01

Notice to Trustee.

11

Section 3.02

Selection of Securities to be Redeemed.

11

Section 3.03

Notice of Redemption.

12

Section 3.04

Effect of Notice of Redemption.

12

Section 3.05

Deposit of Redemption Price.

12

Section 3.06

Securities Redeemed in Part.

12

ARTICLE IV

COVENANTS

13

Section 4.01

Payment of Principal and Interest.

13

Section 4.02

SEC Reports.

13

Section 4.03

Compliance Certificate.

13

Section 4.04

Stay, Extension and Usury Laws.

13

Section 4.05

Maintenance of Office or Agency

13

ARTICLE V

SUCCESSORS

14

Section 5.01

When Company May Merge, Etc.

14

Section 5.02

Successor Corporation Substituted.

14

ARTICLE VI

DEFAULTS AND REMEDIES

14

Section 6.01

Events of Default.

14

Section 6.02

Acceleration of Maturity; Rescission and Annulment.

15

Section 6.03

Collection of Indebtedness and Suits for Enforcement by Trustee.

16

Section 6.04

Trustee May File Proofs of Claim.

16

Section 6.05

Trustee May Enforce Claims Without Possession of Securities.

16

Section 6.06

Application of Money Collected.

17

Section 6.07

Limitation on Suits.

17

Section 6.08

Unconditional Right of Holders to Receive Principal and Interest.

17

Section 6.09

Restoration of Rights and Remedies.

17

Section 6.10

Rights and Remedies Cumulative.

18

Section 6.11

Delay or Omission Not Waiver.

18

Section 6.12

Control by Holders.

18

 

i



 

Section 6.13

Waiver of Past Defaults.

18

Section 6.14

Undertaking for Costs.

18

Section 6.15

Waiver of Stay or Extension Laws

18

ARTICLE VII

TRUSTEE

19

Section 7.01

Duties of Trustee.

19

Section 7.02

Rights of Trustee.

20

Section 7.03

Individual Rights of Trustee.

21

Section 7.04

Trustee’s Disclaimer.

21

Section 7.05

Notice of Defaults.

21

Section 7.06

Reports by Trustee to Holders.

21

Section 7.07

Compensation and Indemnity.

21

Section 7.08

Replacement of Trustee.

22

Section 7.09

Successor Trustee by Merger, etc.

23

Section 7.10

Eligibility; Disqualification.

23

Section 7.11

Preferential Collection of Claims Against Company.

23

ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE

23

Section 8.01

Satisfaction and Discharge of Indenture.

23

Section 8.02

Application of Trust Funds; Indemnification.

24

Section 8.03

Legal Defeasance of Securities of any Series.

24

Section 8.04

Covenant Defeasance.

25

Section 8.05

Repayment to Company.

26

Section 8.06

Reinstatement.

26

ARTICLE IX

AMENDMENTS AND WAIVERS

26

Section 9.01

Without Consent of Holders.

26

Section 9.02

With Consent of Holders.

27

Section 9.03

Limitations.

27

Section 9.04

Compliance with Trust Indenture Act.

28

Section 9.05

Revocation and Effect of Consents.

28

Section 9.06

Notation on or Exchange of Securities.

28

Section 9.07

Trustee Protected.

28

ARTICLE X

MISCELLANEOUS

29

Section 10.01

Trust Indenture Act Controls.

29

Section 10.02

Notices.

29

Section 10.03

Communication by Holders with Other Holders.

30

Section 10.04

Certificate and Opinion as to Conditions Precedent.

30

Section 10.05

Statements Required in Certificate or Opinion.

30

Section 10.06

Rules by Trustee and Agents.

30

Section 10.07

Legal Holidays.

30

Section 10.08

No Recourse Against Others.

30

Section 10.09

Counterparts.

30

Section 10.10

Governing Laws.

31

Section 10.11

No Adverse Interpretation of Other Agreements.

31

Section 10.12

Successors.

31

Section 10.13

Severability.

31

Section 10.14

Table of Contents, Headings, Etc.

31

Section 10.15

Securities in a Foreign Currency.

31

Section 10.16

Judgment Currency.

31

Section 10.17

U.S.A. Patriot Act.

32

Section 10.18

Waiver of Jury Trial.

32

ARTICLE XI

SINKING FUNDS

32

Section 11.01

Applicability of Article.

32

Section 11.02

Satisfaction of Sinking Fund Payments with Securities.

32

Section 11.03

Redemption of Securities for Sinking Fund.

33

ARTICLE XII

SUBORDINATION OF SECURITIES

33

Section 12.01

Agreement of Subordination.

33

 

ii



 

Section 12.02

Payment to Holders.

33

Section 12.03

Subrogation of Securities

34

Section 12.04

Authentication by Holders

35

Section 12.05

Notice to Trustee

35

Section 12.06

Trustee’s Relation to Senior Indebtedness

36

Section 12.07

No Impairment of Subordination

36

Section 12.08

Rights of Trustee

36

Section 12.09

Article Applicable to Paying Agents

36

 

iii



 

YATRA ONLINE, INC.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of May 3, 2018

 

 

 

 

Section 310 (a)(1)

 

7.10

(a)(2)

 

7.10

(a)(3)

 

NOT APPLICABLE

(a)(4)

 

NOT APPLICABLE

(a)(5)

 

7.10

(b)

 

7.10

Section 311 (a)

 

7.11

(b)

 

7.11

(c)

 

NOT APPLICABLE

Section 312 (a)

 

2.06

(b)

 

10.03

(c)

 

10.03

Section 313 (a)

 

7.06

(b)(1)

 

7.06

(b)(2)

 

7.06

(c)(1)

 

7.06

(d)

 

7.06

Section 314 (a)

 

4.02, 10.05

(b)

 

NOT APPLICABLE

(c)(1)

 

10.04

(c)(2)

 

10.04

(c)(3)

 

NOT APPLICABLE

(d)

 

NOT APPLICABLE

(e)

 

10.05

(f)

 

NOT APPLICABLE

Section 315 (a)

 

7.01

(b)

 

7.05

(c)

 

7.01

(d)

 

7.01

(e)

 

6.14

Section 316 (a)

 

2.10

(a)(1)(a)

 

6.12

(a)(1)(b)

 

6.13

(b)

 

6.08

Section 317 (a)(1)

 

6.03

(a)(2)

 

6.04

(b)

 

2.05

Section 318 (a)

 

10.01

 

iv



 

Subordinated Indenture, dated as of May 3, 2018, between Yatra Online, Inc., an exempted company incorporated under the laws of the Cayman Islands (“ Company ”), and Computershare Trust Company, N.A., a national banking association, as trustee (“ Trustee ”).

 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

 

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section 1.01 Definitions.

 

Additional Amounts ” means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.

 

Affiliate ” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise.

 

Agent ” means any Registrar, Paying Agent or Service Agent.

 

Applicable Procedures ” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.

 

Authorized Newspaper ” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used.

 

Bearer ” means anyone in possession from time to time of a Bearer Security.

 

Bearer Security ” means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof.

 

Board of Directors ” means the Board of Directors of the Company or any duly authorized committee thereof.

 

Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee.

 

Business Day ” means any day other than a Saturday, Sunday or other day on which the New York Stock Exchange is closed or banking institutions are authorized or required by law, regulation or executive order to close or be closed in the State of New York, the State of Colorado or in the city of the Corporate Trust Office.

 

Capital Interests ” means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

 

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Company ” means the party named as such above until a successor replaces it and thereafter means the successor.

 

Company Order ” means a written order signed in the name of the Company by two Officers, and delivered to the Trustee.

 

Company Request ” means a written request signed in the name of the Company by its Chief Executive Officer, Chief Financial Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

 

Corporate Trust Office ” means the address of the Trustee specified in Section 10.02, or such other address as to which the Trustee may give notice to the Holders and the Company.

 

Default ” means any event which is, or after notice or passage of time or both would be, an Event of Default.

 

Depositary ” means, with respect to the Securities of any Series issuable or issued in whole or part in the form of one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series.

 

Discount Security ” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02.

 

Dollars ” and “ $ ” means the currency of The United States of America.

 

DTC ” means The Depository Trust Company, a New York corporation.

 

Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

Foreign Currency ” means any currency or currency unit issued by a government other than the government of The United States of America.

 

Foreign Government Obligations ” means, with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof.

 

GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

 

Global Security ” or “ Global Securities ” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.

 

Holder ” means a person in whose name a Security is registered in the records of the Registrar or the Bearer of a Bearer Security.

 

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Indenture ” means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder.

 

interest ” with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity.

 

Maturity ,” when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

 

Officer ” means the Chief Executive Officer, Chief Financial Officer, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

 

Officers’ Certificate ” means a certificate signed by two Officers, and delivered to the Trustee.

 

Opinion of Counsel ” means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.

 

person ” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

principal ” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.

 

Responsible Officer ” means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject.

 

SEC ” means the Securities and Exchange Commission.

 

Securities ” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.

 

Senior Indebtedness ” of a person means the principal of, premium, if any, interest on, and any other payment due pursuant to any of the following, whether outstanding at the date hereof or hereafter incurred or created:

 

(a) all of the indebtedness of that person for money borrowed;

 

(b) all of the indebtedness of that person evidenced by notes, debentures, bonds or other securities sold by that person for money;

 

(c) all of the lease obligations which are capitalized on the books of that person in accordance with generally accepted accounting principles;

 

(d) all indebtedness of others of the kinds described in either of the preceding clauses (a) or (b) above and all lease obligations of others of the kind described in the preceding clause (c) above that the person, in any manner, assumes or guarantees or that the person in effect guarantees through an agreement to purchase, whether that agreement is contingent or otherwise; and

 

(e) all amendments, renewals, extensions or refundings of indebtedness of the kinds described in any of the preceding clauses (a), (b) and (d) and all renewals or extensions of leases of the kinds described in either of the preceding clauses (c) or (d) above;

 

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unless , in the case of any particular indebtedness, lease, renewal, extension or refunding, the instrument or lease creating or evidencing it or the assumption or guarantee relating to it expressly provides that such indebtedness, lease, renewal, extension or refunding is not superior in right of payment to the Securities.

 

Series ” or “ Series of Securities ” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof.

 

Stated Maturity ” means when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

 

Subsidiary ” means, with respect to any person, any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or, in the case of a partnership, more than 50% of the partners’ Capital Interests (considering all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of such person or combination thereof.

 

TIA ” means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the rules and regulations promulgated thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended.

 

Trustee ” means the person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each person who is then a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.

 

U.S. Government Obligations ” means securities which are (i) direct obligations of The United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of The United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by The United States of America, and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt.

 

Section 1.02 Other Definitions .

 

TERM

 

DEFINED
IN
SECTION

Bankruptcy Law

 

6.01

Custodian

 

6.01

Event of Default

 

6.01

Judgment Currency

 

10.16

Legal Holiday

 

10.07

mandatory sinking fund payment

 

11.01

Market Exchange Rate

 

10.15

New York Banking Day

 

10.16

optional sinking fund payment

 

11.01

Paying Agent

 

2.04

 

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Registrar

 

2.04

Required Currency

 

10.16

Service Agent

 

2.04

successor person

 

5.01

 

Section 1.03 Incorporation by Reference of Trust Indenture Act.

 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

 

Commission ” means the SEC.

 

indenture securities ” means the Securities.

 

indenture security holder ” means a Holder.

 

indenture to be qualified ” means this Indenture.

 

indenture trustee ” or “ institutional trustee ” means the Trustee.

 

obligor ” on the indenture securities means the Company and any successor obligor upon the Securities.

 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined.

 

Section 1.04 Rules of Construction .

 

Unless the context otherwise requires:

 

(a) a term has the meaning assigned to it;

 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;

 

(c) references to “generally accepted accounting principles” and “GAAP’ shall mean generally accepted accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied;

 

(d) “or” is not exclusive;

 

(e) words in the singular include the plural, and in the plural include the singular; and

 

(f) provisions apply to successive events and transactions.

 

ARTICLE II

THE SECURITIES

 

Section 2.01 Issuable in Series . The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest

 

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rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture.

 

Section 2.02 Establishment of Terms of Series of Securities . At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(s)) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate:

 

(a) the form and title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);

 

(b) the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;

 

(c) any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.06);

 

(d) the date or dates on which the principal of the Securities of the Series is payable;

 

(e) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;

 

(f) the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;

 

(g) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;

 

(h) the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

 

(i) the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;

 

(j) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable;

 

(k) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

 

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(l) the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible for overseeing such composite currency and the Paying Agent for such Foreign Currency Securities (which shall not be the Trustee without the consent of the Trustee);

 

(m) the provisions, if any, relating to any security provided for the Securities of the Series;

 

(n) any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;

 

(o) any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;

 

(p) the provisions, if any, relating to conversion of any Securities of such Series, including, if applicable, the securities into which the Securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders or at the option of the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion if such Series of Securities are redeemed;

 

(q) whether payment on the Securities of such Series will be subordinated to the payment of Senior Indebtedness and, if applicable, a description of the subordination terms thereof;

 

(r) any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein; and

 

(s) any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series), but which shall not affect the rights, duties, obligations or immunities of the Trustee without the consent of the Trustee.

 

All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and, unless otherwise provided, a Series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of such Series and issuances of additional Securities of such Series.

 

Section 2.03 Execution and Authentication. At least one Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature of the Trustee shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication and the Trustee shall authenticate and deliver Securities for original issue in the principal amount provided in a Company Order. Such Company Order may authorize authentication and delivery pursuant to electronic instructions in PDF from the Company or its duly authorized agent or agents. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the first issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04 relating to the issuance, authentication and delivery of the Securities and (c) an Opinion of Counsel complying with Section 10.04 relating to the issuance, authentication and delivery of the Securities. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if

 

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the Trustee, being advised by counsel, determines that such action may not be taken lawfully; (b) if the Trustee shall determine in good faith that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities; or (c) if the issuance of such Securities will affect the rights, powers, duties or immunities of the Trustee under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

 

Section 2.04 Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“ Paying Agent ”), where Securities of such Series may be surrendered for registration of transfer or exchange (“ Registrar ”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“ Service Agent ”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

 

Section 2.05 Paying Agent to Hold Money in Trust . The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money held by it as Paying Agent.

 

Section 2.06 Holder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten (10) days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of each Series of Securities.

 

Section 2.07 Transfer and Exchange . Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute, and the Trustee shall authenticate and deliver the Securities at the Company’s request upon receipt of a Company Order. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any tax or similar charge payable in connection therewith (other than any such tax or similar charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the

 

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mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing.

 

Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities.

 

(a) If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and make available for delivery in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

 

(b) Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

 

Section 2.09 Outstanding Securities . The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

 

Section 2.10 Treasury Securities . In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice,

 

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consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.

 

Section 2.11 Temporary Securities . Until definitive Securities are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary Securities upon receipt of a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and execute and the Trustee, upon receipt of a Company Order, shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary Securities shall have the same rights under this Indenture as the definitive Securities.

 

Section 2.12 Cancellation . The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.

 

Section 2.13 Defaulted Interest . If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest at the rate established for the particular Series, if any, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders of the Series on a subsequent special record date. The Company shall fix the special record date and payment date. At least ten (10) days before the special record date, the Company shall mail to the Trustee and to each Holder of the Series a notice that states the record date, the related payment date and the amount of interest to be paid. The Company may also pay defaulted interest in any other lawful manner.

 

Section 2.14 Global Securities .

 

(a) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

 

(b) Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate stating that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing and the Depositary requests the Company to exchange the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.

 

(c) A Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.

 

(d) Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:

 

“This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances

 

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described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.”

 

(e) Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.

 

(f) Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.

 

(g) [Reserved].

 

(h) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee and such owners of beneficial interests in a Global Security will not be considered the owners or holders thereof. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Global Security provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with applicable Depositary procedures.

 

Section 2.15 CUSIP Numbers . The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, “CUSIP” numbers shall be used in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in “CUSIP” numbers of which the Company becomes aware.

 

ARTICLE III

REDEMPTION

 

Section 3.01 Notice to Trustee . The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of the Series of Securities to be redeemed at least 40, and not more than 60, days before the redemption date.

 

Section 3.02 Selection of Securities to be Redeemed . Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate or in accordance with the procedures of the applicable Depositary. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. Securities of a Series and portions selected for redemption shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. The Trustee shall not be liable for the selection made in accordance with this Section 3.02. For all purposes of this

 

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Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal of such Security which has been or is to be redeemed.

 

Section 3.03 Notice of Redemption.

 

(a) At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed and, if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper. The notice shall identify the Securities of the Series to be redeemed and shall state:

 

(i) the redemption date;

 

(ii) the redemption price or the manner of the calculation of the redemption price;

 

(iii) the name and address of the Paying Agent;

 

(iv) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 

(v) that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;

 

(vi) the CUSIP number, if any; and

 

(vii) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.

 

At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided that the Company shall have delivered to the Trustee, at least five Business Days (or such shorter period as the Trustee may consent to in writing) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03, an Officers’ Certificate of the Company requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

 

Section 3.04 Effect of Notice of Redemption . Once notice of redemption is mailed or published as provided in Section 3.03, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date; provided that installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities (or one or more predecessor Securities) registered at the close of business on the relevant record date therefor according to their terms and the terms of this Indenture.

 

Section 3.05 Deposit of Redemption Price . On or before 10:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.

 

Section 3.06 Securities Redeemed in Part . Upon surrender of a Security that is redeemed in part, the Company shall issue and execute and the Trustee, upon receipt of a Company Order, shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.

 

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ARTICLE IV

COVENANTS

 

Section 4.01 Payment of Principal and Interest . The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture by 10:00 a.m., New York City time on the due date. Notwithstanding anything to the contrary herein, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States, unless such payments are permitted by applicable laws.

 

Section 4.02 SEC Reports . The Company shall, so long as any of the Securities are outstanding, electronically file with the Commission the annual, quarterly and other periodic reports that the Company is required to file (or would be otherwise required to file) with the Commission pursuant to Sections 13 and 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

 

Section 4.03 Compliance Certificate. The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year (which on the date hereof ends on December 31) of the Company, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all such Defaults or Events of Default and the nature and status thereof of which they may have knowledge.

 

The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within thirty (30) days after becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto; provided that no notice shall be required to the extent that the event that would constitute a Default or Event of Default has been cured or waived.

 

Section 4.04 Stay, Extension and Usury Laws . The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

 

Section 4.05 Maintenance of Office or Agency . The Company will maintain an office or agency required under Section 2.04. The Company will give prompt written notice to the Trustee of the location, and of any change in location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

 

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ARTICLE V

SUCCESSORS

 

Section 5.01 When Company May Merge, Etc . The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, another person (a “ successor person ”) unless:

 

(a) the Company is the surviving person or the successor person (if other than the Company) is organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture pursuant to a supplemental indenture; and

 

(b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing.

 

For the avoidance of doubt, notwithstanding the foregoing, the sale, conveyance or transfer of intellectual property and similar or related assets and the Company’s equity ownership interests in foreign Subsidiaries to one or more of its Subsidiaries, in each case, in connection with its global tax optimization strategies in conjunction with business operations will not be considered “all or substantially all of its properties and assets.”

 

The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that the proposed transaction and any supplemental indenture comply with this Indenture.

 

Section 5.02 Successor Person Substituted . Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section  5.01, the successor person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

 

ARTICLE VI

DEFAULTS AND REMEDIES

 

Section 6.01 Events of Default .

 

Event of Default ,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default:

 

(a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days; or

 

(b) default in the payment of principal of (or premium, if any, on) any Security of that Series at its Maturity; or

 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for which the consequences of nonperformance or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty that has been included in this Indenture solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that

 

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Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

 

(d) the Company pursuant to or within the meaning of any Bankruptcy Law:

 

(i) commences a voluntary case or proceeding;

 

(ii) consents to the entry of an order for relief against it in an involuntary case,

 

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property,

 

(iv) makes a general assignment for the benefit of its creditors, or

 

(v) makes an admission in writing that it is generally unable to pay its debts as the same become due; or

 

(e) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 

(i) is for relief against the Company in an involuntary case,

 

(ii) appoints a Custodian of the Company or for all or substantially all of its property, or

 

(iii) orders the liquidation of the Company, and the order or decree remains un-stayed and in effect for 90 days; or

 

(f) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.02(n).

 

The term “ Bankruptcy Law ” means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. The term “ Custodian ” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

 

Section 6.02 Acceleration of Maturity; Rescission and Annulment . If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.01(d) or (e)), then in every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (a) the Company has paid and deposited with the Trustee a sum sufficient to pay (1) all overdue instalments of interest on all Securities of that Series, (2) the principal of (and premium, if any, on) any Securities of that Series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities of that Series, (3) to the extent that payment of such interest is lawful, interest upon overdue instalments of interest at the rate borne by the Securities of that Series, and (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon.

 

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Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

 

The Company covenants that if:

 

(a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

 

(b) default is made in the payment of principal of any Security at the Maturity thereof, then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

 

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

 

If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

 

Section 6.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

 

Section 6.05 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

 

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Section 6.06 Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

 

First: To the payment of all amounts due the Trustee under Section 7.07; and

 

Second: Subject to the terms of Article XII, to the payment of the amounts then due and unpaid for principal (and premium, if any) of and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and

 

Third: To the Company.

 

Section 6.07 Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

 

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series;

 

(b) the Holders of at least a majority in principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

 

(c) such Holder or Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

 

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series;

 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

 

Section 6.08 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

 

Section 6.09 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

 

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Section 6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.

 

Section 6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

 

Section 6.12 Control by Holders. Subject to Section 7.02(f), the Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that:

 

(a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Holders not joining therein, and

 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

 

Section 6.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default (i) in the payment of the principal of (or premium, if any) or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

 

Section 6.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date).

 

Section 6.15 Waiver of Stay or Extension Laws. The Company covenants (to the extent it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

 

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ARTICLE VII

TRUSTEE

 

Section 7.01 Duties of Trustee.

 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of such person’s own affairs.

 

(b) Except during the continuance of an Event of Default:

 

(i) The Trustee need perform only those duties that are expressly and specifically set forth in this Indenture and no others and no implied covenants or obligations shall be read into this Indenture against the Trustee.

 

(ii) In the absence of bad faith on its part, the Trustee may conclusively rely and is fully protected, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

 

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

 

(i) This paragraph does not limit the effect of paragraph (b) of this Section.

 

(ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

 

(iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

 

(iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the conduct or affects the liability of or affords protection to the Trustee is subject to paragraph (a), (b), (c) and (d) of this Section.

 

(e) The Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives indemnity satisfactory to the Trustee against any loss, liability or expense.

 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including the right to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and to its

 

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agents. The provisions set forth in this Section 7.01 shall apply to the Trustee in each of its capacities hereunder and its agents.

 

Section 7.02 Rights of Trustee.

 

(a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document.

 

(b) Before the Trustee acts or refrains from acting in connection with this Indenture, it may require an Officers’ Certificate. The Trustee shall not be liable for any action it takes or omits to take in reliance on such Officers’ Certificate. Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.

 

(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.

 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence.

 

(e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request or direction.

 

(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney.

 

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company to make any payment hereunder when due, unless written notice is received by a Responsible Officer of the Trustee at the Corporate Trust Office, and such notice references the Securities generally or the Securities of a particular Series and this Indenture and states that it is a notice of Default or Event of Default.

 

(i) The permissive rights of the Trustee enumerated in this Indenture shall not be construed as duties.

 

(j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

(k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities,

 

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computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of the Trustee and Agents shall use commercially reasonable efforts to resume performance as soon as reasonably practicable under the circumstances.

 

(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

 

(m) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of the individuals and/or titles of Officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture.

 

Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.

 

Section 7.04 Trustee’s Disclaimer. The recitals contained herein and in the Securities (except for the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities and it shall not be accountable for the use or application by the Company of the Securities or the proceeds thereof.

 

Section 7.05 Notice of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if a Responsible Officer of the Trustee has received written notice thereof, the Trustee shall mail to each Holder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has received written notice of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of that Series.

 

Section 7.06 Reports by Trustee to Holders. Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Holders, as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish once in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA Section 313. A copy of each report at the time of its mailing to Holders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange.

 

Section 7.07 Compensation and Indemnity . The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustee. Such expenses shall include the reasonable compensation, expenses and disbursements of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor Trustee and hold each of them harmless against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall apply to officers, directors, employees, shareholders, advisors, representatives and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder, advisor, representative or agent of the Trustee through the negligence or bad faith of the Trustee.  The obligations of the Company under this Section shall not be subordinated to the payment of Senior Indebtedness pursuant to Article XII. To secure the Company’s obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money, funds or

 

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property held or collected by the Trustee, except that funds held in trust to pay principal of or interest on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

 

Section 7.08 Replacement of Trustee . A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. The Trustee may resign at any time with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company in writing. The Company may remove the Trustee (by written notice to the Trustee) with respect to Securities of one or more Series if:

 

(a) the Trustee fails to comply with Section 7.10;

 

(b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any insolvency, bankruptcy or similar law;

 

(c) a custodian or public officer takes charge of the Trustee or its property; or

 

(d) the Trustee becomes incapable of acting.

 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.

 

If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee.

 

If a successor Trustee is appointed with respect to the Securities of one or more (but not all) Series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any Series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-Trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts under separate indentures.

 

No successor Trustee with respect to any Series of Securities shall accept appointment as provided in this Section 7.08 unless at the time of such acceptance such successor Trustee shall be qualified under the provisions of Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of Section 310(a) of the Trust Indenture Act of 1939.

 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Holder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

 

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Section 7.09 Successor Trustee by Merger, etc . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business (including administration of this Indenture) to, another person, the successor person without any further act shall be the successor Trustee. In case any Securities of any Series shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities of any Series so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities of such Series.

 

Section 7.10 Eligibility; Disqualification . This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5) and has a combined capital and surplus (together with its parent and Affiliates) of at least $15,000,000. The Trustee shall comply with TIA Section 310(b).

 

Section 7.11 Preferential Collection of Claims Against Company . The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

 

ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE

 

Section 8.01 Satisfaction and Discharge of Indenture.

 

This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

 

(a) any of the following shall have occurred:

 

(i) no Securities have been issued hereunder;

 

(ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or

 

(iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

 

and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;

 

(b) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and

 

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive.

 

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Section 8.02 Application of Trust Funds; Indemnification.

 

(a) Subject to the provisions of Section 8.05, all money deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or analogous payments as contemplated by Sections 8.03 or 8.04; but such money need not be segregated from other funds except to the extent required by law.

 

(b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders.

 

(c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.

 

(d) Notwithstanding anything to the contrary herein, if the Trustee cannot reasonably deal with such Foreign Government Obligations, upon notification by the Trustee of such inability, the Company shall appoint a Paying Agent with respect to such Foreign Government Obligations. The Trustee shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of such Paying Agent.

 

Section 8.03 Legal Defeasance of Securities of any Series . Unless this Section 8.03 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to:

 

(a) the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal (and premium, if any) or interest, and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series; and

 

(b) the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05 and Article VII; and

 

(c) the rights and immunities of the Trustee hereunder;

 

provided that, the following conditions shall have been satisfied:

 

(i) with reference to this Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (A) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (B) subject to Section 8.02(d) herein, in the case of

 

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Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, in each case which through the payment of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal (and premium, if any) and such sinking fund payments are due;

 

(ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

 

(iii) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

 

(iv) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;

 

(v) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;

 

(vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and

 

(vii) such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

 

Section 8.04 Covenant Defeasance . Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:

 

(a) with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or, subject to Section 8.02(d) herein, Foreign Government Obligations, in

 

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each case which through the payment of interest and principal (and premium, if any) in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal (and premium, if any) and such sinking fund payments are due;

 

(b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

 

(c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

 

(d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

 

(e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and

 

(f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder.

 

Section 8.05 Repayment to Company . The Trustee and the Paying Agent shall pay to the Company, upon Company Request, any money held by them for the payment of principal (and premium, if any) and interest that remains unclaimed for two years, and after such time, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

 

Section 8.06 Reinstatement . If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.01; provided, however, that if the Company has made any payment of principal of, premium (if any) or interest on any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent; provided, however, that the Trustee shall not be responsible for monitoring or enforcing the accuracy of sufficiency of such Additional Amounts. The Company shall provide the Trustee and Paying Agent with an Officers’ Certificate describing any Additional Amounts to be included in any payment.

 

ARTICLE IX

AMENDMENTS AND WAIVERS

 

Section 9.01 Without Consent of Holders . The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder:

 

(a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such successor person of the obligations of the Company hereunder and under the Securities;

 

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(b) to add or remove covenants of the Company for the benefit of the Holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly being included for the benefit of such Series) or to surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders (as determined by the Company);

 

(c) to add any additional Events of Default;

 

(d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form;

 

(e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more Series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding;

 

(f) to establish the forms or terms of the Securities of any Series issued pursuant to the terms hereof;

 

(g) to cure any ambiguity or defect or correct any inconsistency in this Indenture;

 

(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

 

(i) to qualify this Indenture under the Trust Indenture Act;

 

(j) to provide for uncertificated Securities in addition to certificated Securities;

 

(k) [Reserved].; and

 

(l) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

 

Section 9.02 With Consent of Holders . The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

 

Section 9.03 Limitations . Without the consent of each Holder affected, an amendment or waiver may not:

 

(a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;

 

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(b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security;

 

(c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund;

 

(d) reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;

 

(e) waive a Default or Event of Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);

 

(f) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;

 

(g) make any change in Sections 6.08, 6.13, or 9.03; or

 

(h) waive a redemption payment with respect to any Security.

 

Section 9.04 Compliance with Trust Indenture Act . Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.

 

Section 9.05 Revocation and Effect of Consents . Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.

 

Section 9.06 Notation on or Exchange of Securities . The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and execute and the Trustee shall authenticate, upon Company Order, new Securities of that Series that reflect the amendment or waiver.

 

Section 9.07 Trustee Protected . In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, in addition to the documents required by Section 10.04, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent in this Indenture to the execution of such supplemental indenture, have been complied with, such supplemental indenture is authorized under this Indenture, and, such supplemental indenture is the valid and legally binding obligation of the Company. The Trustee may, but shall not be obligated to, sign any supplemental indenture that affects the Trustee’s own rights, duties, powers, liabilities or immunities under this Indenture or otherwise.

 

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ARTICLE X

MISCELLANEOUS

 

Section 10.01 Trust Indenture Act Controls . If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.

 

Section 10.02 Notices .

 

(a) Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person, by overnight courier or mailed by first-class mail or sent by facsimile addressed as follows:

 

if to the Company:

 

Yatra Online, Inc.
1101 03, 11th  Floor, Tower B
Unitech Cyber Park
Sector 39, Gurgaon, Haryana 122002,
India
Attention:
Chief Executive Officer

With a copy to:

 

Goodwin Procter LLP

Exchange Place

Boston, MA 02109

Attn: Jocelyn M. Arel and Michael J. Minahan

Fax: 617-523-1231

 

if to the Trustee:

 

Computershare Trust Company, N.A.
Attn.: Corporate Trust Dept.— YATRA

8742 Lucent Boulevard, Suite 225

Highlands Ranch, Colorado 80129

Facsimile No.: 303-262-0608
Email: corporate.trust@computershare.com

 

(b) The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication to a Holder shall be mailed by first-class mail to its address shown on the register kept by the Registrar and, if any Bearer Securities are outstanding, published once in an Authorized Newspaper (or such other frequency as is expressly provided in the Indenture). Failure to mail a notice or communication to a Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders of that or any other Series. If a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Holder receives it. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

 

(c) Unless otherwise provided in this Indenture, any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Company may, upon Company Request received by the Trustee not fewer than ten (10) Business Days prior (or such shorter period of time as may be acceptable to the

 

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Trustee) to the date on which such notice must be given or served, be given or served by the Trustee in the name of and at the expense of the Company.

 

Section 10.03 Communication by Holders with Other Holders . Holders of any Series may communicate pursuant to TIA Section 312(b) with other Holders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

 

Section 10.04 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

 

(a) an Officers’ Certificate (which shall include the statements set forth in Section 10.05 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

 

(b) an Opinion of Counsel (which shall include the statements set forth in Section 10.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

 

Section 10.05 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:

 

(a) a statement that the person making such certificate or opinion has read such covenant or condition and the definitions relating thereto;

 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

 

(c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 

(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

 

Section 10.06 Rules by Trustee and Agents . The Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions.

 

Section 10.07 Legal Holidays . Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a “ Legal Holiday ” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

 

Section 10.08 No Recourse Against Others . A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

 

Section 10.09 Counterparts . This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture

 

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as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

Section 10.10 Governing Laws . This Indenture and the Securities will be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.

 

Section 10.11 No Adverse Interpretation of Other Agreements . This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

 

Section 10.12 Successors . All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

 

Section 10.13 Severability . In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 10.14 Table of Contents, Headings, Etc . The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

 

Section 10.15 Securities in a Foreign Currency . Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “ Market Exchange Rate ” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall be fully justified and protected and shall incur no liability in relying and acting upon information received by it from the Company and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company. Notwithstanding anything to the contrary herein, if the Trustee cannot reasonably process a payment in a Foreign Currency, upon notification by the Trustee of such inability, the Company shall appoint a Paying Agent for such payment in Foreign Currency. The Trustee shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of such Paying Agent.

 

Section 10.16 Judgment Currency . The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the “ Required Currency ”) into a currency in which a judgment will be rendered (the “ Judgment Currency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Company could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final un-appealable judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Company could purchase in The City of New York

 

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the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final un-appealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “ New York Banking Day ” means any day except a Saturday, Sunday or a Legal Holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close.

 

Section 10.17 U.S.A. Patriot Act . The Company acknowledges that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions, and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Company agrees that it will provide the Trustee with such information as it may reasonably request as required in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

 

Section 10.18 Waiver of Jury Trial . EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

 

ARTICLE XI

SINKING FUNDS

 

Section 11.01 Applicability of Article . The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “ mandatory sinking fund payment ” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “ optional sinking fund payment .” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.

 

Section 11.02 Satisfaction of Sinking Fund Payments with Securities . The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.02, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the

 

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Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company.

 

Section 11.03 Redemption of Securities for Sinking Fund . Not less than 45 days prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.03. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.04, 3.05 and 3.06. Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in cash a sum equal to any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section.

 

ARTICLE XII

SUBORDINATION OF SECURITIES

 

Section 12.01 Agreement of Subordination . The Company covenants and agrees, and each holder of Securities issued hereunder by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article XII; and each Holder, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

 

The payment of the principal of, premium, if any, and interest on all Securities issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether outstanding at the date of this Indenture or thereafter incurred.

 

The provisions of this Article XII define the subordination of the Securities, as obligations of the Company, with respect to Senior Indebtedness of the Company.

 

No provision of this Article XII shall prevent the occurrence of any Default or Event of Default hereunder.

 

Section 12.02 Payments to Holders.

 

(a) In the event and during the continuation of any default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Company, then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to the principal of, or premium, if any, or interest on the Securities, except sinking fund obligations satisfied by credit of acquired Securities under Section 11.02 prior to the happening of such default and payments made pursuant to Article VIII hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default.  The provisions of this Section 12.02(a) shall not apply to any payment to which Section 12.02(b) would be applicable.

 

(b) Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Securities (except payments made pursuant to Article 10

 

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hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities would be entitled, except for the provisions of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Securities if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Company in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company, before any payment or distribution is made to the Holders of the Securities.

 

In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, and if such fact shall at or prior the time of such distribution have been made known to such Holder or the Trustee, as the case may be, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness.

 

For purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Company (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment.

 

The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.02 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V hereof.

 

(c) Nothing contained in this Article XII or elsewhere in this Indenture or in any Security shall prevent the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.02(b) or under the conditions described in Section 12.02(a), from making payment at any time or principal of (and premium, if any) or interest on the Securities.

 

Section 12.03 Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness of the Company, the rights of the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Company of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII to or for the benefit of the holders of Senior Indebtedness of the Company by Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Securities, be deemed to

 

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be a payment by the Company to or on account of the Senior Indebtedness of the Company. It is understood that the provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness of the Company, on the other hand.

 

Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness of the Company in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

 

Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

 

Section 12.04 Authorization by Holders . Each Holder of a Security by its acceptance thereof authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XII and appoints the Trustee its attorney-in-fact for any and all such purposes.

 

Section 12.05 Notice to Trustee . The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Indebtedness of the Company or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided that if the Trustee shall not have received the notice provided for in this Section 12.05 at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it during or after such three Business Day period. Notwithstanding anything to the contrary hereinbefore set forth, nothing shall prevent any payment by the Company or the Trustee to the Holders of monies in connection with a redemption of Securities if (i) notice of such redemption has been given hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date.

 

The Trustee conclusively shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the Company or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent

 

35



 

to the rights of such person under this Article XII, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment.

 

Section 12.06 Trustee’s Relation to Senior Indebtedness . The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XII in respect of any Senior Indebtedness of the Company at any time held by it, to the same extent as any other holder of Senior Indebtedness of the Company and nothing elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.

 

With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Company and the Trustee shall not be liable to any holder of Senior Indebtedness of the Company if it shall pay over or deliver to Holders of Securities, the Company or any other person money, property, securities or assets to which any holder of Senior Indebtedness of the Company shall be entitled by virtue of this Article XII or otherwise.

 

Section 12.07 No Impairment of Subordination . No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

 

Section 12.08 Rights of Trustee . Nothing in this Article XII shall apply to or subordinate the claims of, or payments to, the Trustee under or pursuant to Section 7.07.

 

Section 12.09 Article Applicable to Paying Agents . In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Section 12.08 and the first paragraph of Section 12.06 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

 

[ Remainder of page intentionally left blank ]

 

36



 

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and attested, all as of the day and year first above written.

 

 

 

 

YATRA ONLINE, INC.

 

 

 

 

By:

/s/ Alok Vaish

 

Name:

Alok Vaish

 

Title:

Chief Financial Officer

 

 

 

 

COMPUTERSHARE TRUST COMPANY, N.A. , as Trustee

 

 

 

 

By:

/s/ Rose Stroud

 

Name:

Rose Stroud

 

Title:

Trust Officer

 

[ Signature Page to Subordinated Indenture ]

 




Exhibit 4.22

INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of December 16, 2016, by and among Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the "Company"), and the undersigned parties listed as Investors on the signature page hereto, together with Investors to be added in an Addendum Agreement within seven (7) business days of the date of this Agreement (each, an "Investor" and collectively, the "Investors"). WHEREAS, Terrapin 3 Acquisition Corporation, a Delaware corporation ("TRTL"), and certain of the Investors (the "Or·iginal Investors") are parties to that certain Registration Rights Agreement, dated July 16, 2014 (the "Pdor Agreement"); WHEREAS, the Original Investors currently hold (i) shares of Class F Common Stock, par value $0.0001 per share, of TRTL (the "TRTL Class F Common Stock") issued by TRTL prior to the consummation of TRTL s initial pub l ic offering and in connection with the Forward Purchase Contract, dated as of July 16, 2014, as amended n the date hereof, by and between TRTL and MIHl LLC (the "Amended Forward Purchase Contract ) (collectively the 'Founders' Shares' and (ii) warrants to purchase shares of Class A Common Stock, par value $0.0001 per share, of TRTL (the "TRTL Class A Common Stock") issued by TRTL simultaneously with the consummation of TRTL's initial public offering (the "Sponsors' Warrants"); WHEREAS, pursuant to the terms of the Amended Forward Purchase Contract, MIHI LLC has agreed to purchase additional units ofthe Company (the "MIHI Unit "),each such unit comprised of one share of TRTL Class A Common Stock and one warrant (the "MIHI Warrants"); WHEREAS, certain Investors hold Ordinary Shares or shares of TRTL Class A Common Stock exchangeable or convertible into Ordinary Shares of the Company (the "Current Shareholder Shares"); WHEREAS, the Original Investors' Founders' Shares are convertible into Ordinary Shares of the Company pursuant to the Exchange and Supp01t Agreement of even date herewith (the "Exchange Agreement"), by and among, th Company Yatra USA Corp. (flk/a Terrapin 3 Acquisition Corporation), and the Original Investors (U1e Exchange Shares') and the Original Investors are acquiring warrants exercisable for Ordinary Shares of the Company in exchange Lor their outstanding Sponsors' Warrants (the "New Sponsors' Warrants"), on or about the date hereof, pursuant to that certain Amended and Restated Business Combination Agreement, dated as of September 28, 20 I 6 by and among the Company, TRTL, T3 Parent orp., a Delaware corporation(' TRTL Parent"), and T3 Merger Sub Corp., a Delaware corporation and wholly­ owned subsidiary of t he TR.TL Parent, and certain other parties thereto (as amended, the "Business Combination Agreement"); and NY 246129805v9

 


WHEREAS, the parties to the Prior Agreement desire to terminate the Prior Agreement to provide for the terms and conditions included herein and to include the holders of the Current Shareholder Shares. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS. The following capitalized terms used herein have the following meanmgs: "Addendum Agreement" is defined in Section 9.2. ''Agreement" means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time. "Business Combination Agreement" is defined in the preamble to this Agreement. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. "Cessation Date" means with respect to MIHI LLC or the Terrapin Founders, as applicable, the first date following the date hereof on which the Ownership Percentage of MIHI LLC or the Terrapin Founders, as applicable, is less than 5%. "Commission" means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act. "Company" is defined in the preamble to this Agreement. "Contingent Dividend' means the contingent dividend declared by the Board of Directors of the Company on September 27, 2016 pursuant to the Contingent Dividend Resolution. "Contingent Dividend Resolution" means the resolution attached to the Dividend Support Agreement as Ex hibit A thereto approving the declaration of the Contingent Dividend, its terms and conditions and the methods of payment thereof. "Contingent Shares" means the Ordinary Shares of the Company issued to certain Investors pursuant to the Contingent Dividend or the Dividend Support Agreement. "Current Shareholder Shares" is defined in the preamble to this Agreement. "Demand Registration" is defined in Section 2.2.1. "Demand Takedown" is defined in Section 2.1.5(a). "Dermmding Roldc•·" is defined in Section 2.2.1. 2 NY 246129805v9

 


"Dividend Support Agreement" means the Dividend Support Agreement, dated as of September 28, 2016, by and among the Company and the shareholders of the Company named therein. "Effectiveness Period" is defined in Section 3.1.3. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. "Exchange Agreement" is defined in the preamble to this Agreement. "Exchange Shares" is defined in the preamble to this Agreement. "Form F-3" means a Registration Statement on Form F-3 or any similar short-form registration that may be available at such time. "Forwnrd Purchase Contract" is defined in the preamble to this Agreement. "Founders' Shnrcs" is defined in the preamble to this Agreement. "Founders' Shares Lock-Up Period" is defined in Section 6.1. "Indemnified Party" is defined in Section 4.3. "Indemnifying Party" is defined in Section 4.3. "Investor" is defined in the preamble to this Agreement. "Investor Indemnified Paa·ty" is defined in Section 4.1. "Macguarie Demanding Holdea·s" is defined in Section 2.2.1. "Maximum Number of Shares" is defined in Section 2.2.4. "MIHI lJnits" is defined in the preamble to this Agreement. "MIHI Warrants" is defined in the preamble to this Agreement. "New Registration Statement" is defined in Section 2.1.4. "New Sponsors' Warrants" is defined in the preamble to this Agreement. "Nominee" is defined in 'ection 7.1.1. "Notices" is defined in Section 9.3. "Ordinary Shares" means the ordinary shares, par value $0.0001 per Company. 3 NY 246129805v9 share, of the

 


"Original Investors" is defined in the preamble to this Agreement. "Ownership Percentage" means, with respect to any Person (as such term is defined in the Business Combination Agreement) and as of any date, the percentage equal to (i) the aggregate number of Ordinary Shares beneficially owned by such Person (calculated assuming full exercise or conversion of all securities beneficially owned by such Person which are exercisable for or convertible into Ordinary Shares), divided by (ii) the total number of issued and outstanding Ordinary Shares. "Piggy-Bacl< Registration" is defined in Section 2.3.1. "Prior Agreement" is defined in the preamble to this Agreement. "Pro Rata" is defined in ection 2.2.4. 'Register," Registered ' and "Registration ' mean a registration effected by preparing and filing a registration statement or similar document in compJianoe with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. "negistnble Securities" means (i) the Current Shareholder Shares and, following their issuance, the Contingent Shares, (ii) any Exchange Shares, (iii) the New Sponsors' Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Sponsors' Warrants), (iv) the Ordinary Shares received by MIHI LLC in respect of the MIHI Units, (v) the warrants exercisable for Ordinary Shares of the Company received by MIHI in respect of the MIHI Warrants (including any Ordinary Shares issued or issuable upon the exercise of the MIHI Warrants) and (vi) all Ordinary Shares issued to any holder with respect to the securities referred to in c l auses (i) - (vi) above by way of any share sp lit sbare dividend or other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securjties shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding. "Registration Statement" means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form F-4, Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity). "Resale SheiJ Registration Statement" is defined in Section 2.1 .1 . 4 NY 246129805v9

 


"Requesting Holder" is defined in Section 2.1 .5(a). "SEC Guidance" is defined in Secti n 2.1.4. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. "ScUing Holders" is defined in Section 2.1.5(a)(ii). "Sponsors' Warrants" is defined in the preamble to this Agreement. "Terrapin Demanding Holders" is defined in Section 2.2.1. "Terrapin Founders" means Apple Orange LLC, Noyac Path LLC, Periscope LLC, Terrapin Partners Employee Partnership 3 LLC, Terrapin Partners Green Employee Partnership, LLC and, for purposes ofthis Agreement only, the Leight Family 1998 Irrevocable Trust, Argyle Investors LLC, Candlemaker Partners LLLP, Mr. Nathan Leight and Mr. Sanjay Arora. "Terrapin Founder·s Demanding Holders" is defined in Section 2.2.1. "Tenapin Initial Director" means the director of the Company (as such term is defined in the Business Combination Agreement) who is designated by the TRTL Sponsors pursuant to the provisions of Section 3.1 of the Business Combination Agreement. "Terrapin Locl<-Un Sponsot· s" means Apple Orange LLC, Noyac Path LLC, Periscope LLC, Terrapin Partners Employee Partnership 3 LLC and Terrapin Partners Green Employee Partnership, LLC. "Transfet·" means to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to any Founders' Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Founders' Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing of a registration statement specified in clause (i) or (ii). Notwithstanding the foregoing, a Transfer shall not be deemed to include any transfer for no consideration if the donee, trustee, heir or other transferee has agreed in writing to be bound by the same terms under this Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer. "TRTL" is defined in the preamble to this Agreement. "TRTL Class A Common Stock" is defined in the preamble to this Agreement. .=.:..:...;;;;....:= ....:.....O=.:I.r:.n:.:.n:.:o.u:.:;....:S::...t::..o::;.c.:k" is defined in the preamble to this Agreement. 5 NY 246129805v9

 


"Underwriter" means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer's market-making activities. "Unde•wt·ittcn Takedown" shall mean an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented. "Yatra Demanding Holders" is defined in Section 2.2.1. ''Yatra Initial Directors" means the Company Initial Directors (as such term is defined in the Business Combination Agreement) who are designated by the Company pursuant to the provisions of Section 3.1 of the Business Combination Agreement. "YatJ·a love tors Lock-Up Agreement" means the form of lock-up agreement attached hereto as xhi.bit B to be entered into by each ofthe Yatra Investors. "Yatra Investors" means the Yatra Management Investors, Yatra Piggy-Back Investors and the Yatra Demand Investors. "Yatra Management Investor "means Dhruv Shringi, Alok Vashi and Manish Amin. "Yatr· a Piggy-Back Investors" means E-18 Limited, Wortal, Inc., Norwest Venture Partners X, LP, Norwest Venture Partners IX, LP, Vertex Asia Fund Pte. Ltd., IDG Ventures India Fund II LLC., Reliance Capital Limited, Intel Capital Corporation, Valiant Capital Master Fund LP, Valiant Capital Partners LP, Macquarie Corporate Holdings Pty Limited, Rajasthan Trustee Company Pvt Ltd Ale SME Tech Fund RVCF Trust II, Capital18 Fincap Private Limited and Pandara Trust Scheme I. ''Yatra Demand Investors" means Norwest Venture Partners X, LP, Norwest Venture Partners IX, LP, "Yan·a Nominee" is defined in Section 7.1.2. 2. REGISTRATION RIGHTS. 2.1 Resale ShelfRegistrati. on Rights. 2.1.1 Registration Statemen t Covering Resa l e of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the date that the Company becomes eligible to use Form F-3 or its successor form, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities held by or then issuable to Investors (the "Resale Shelf Registration Statement"). The Resale Shelf Registration Statement shall be on Form F-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. The Company shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. 6 NY 246129805v9

 


2.1.2 Notification and Distribution of Materials. The Company shall notify the Investors in writing of the effectiveness of the Resale Shelf Registration Statement and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Investors may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement. 2.1.3 Amendments and Supplements. Subject to the provisions of Section 2.1.1 above, the Company shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith (i) as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period and (ii) to include the registration for resale from time to time by Investors any Contingent Shares as soon as reasonably practicable following issuance thereof. 2.1.4 Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a "New Registration. Statemcllt"), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff tb 'SEC Guidance"), including without limitation the Manual of Publicly Available Telephone Interpretations D.29. provision of this Agreement if any SEC Guidance sets forth a Registrable Securities permitted to be registered on a particular Notwithstanding any other limitation of the number of Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the C mmission forth registration of all or a greater number of Registrable Securities), unless otherwi e directed in writing by a hoJd r as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Investors, subject to a determination by the Commission that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form 7 NY 246129805v9

 


F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement. 2.1.5 Notice of Certain Events. The Company shall promptly notify the Investors in writing of any request by the Commission for any amendment or supplement to, or additional information in connection with, the Resale Shelf Registration Statement required to be prepared and filed hereunder (or Prospectus relating thereto). The Company shall promptly notify each Investor in writing of the filing of the Resale Shelf Registration Statement or any Prospectus, amendment or supplement related thereto or any post-effective amendment to the Resale Shelf Registration Statement and the effectiveness of any post-effective amendment. (a) If the Company shall receive a request from (x) the holders of at least 1,500,000 shares of Registrable Securities, provided that the estimated market value of the Registrable Securities is at least $15,000,000 (the requesting holder(s) shall be referred to herein as the "Requesting Holder") that the Company effect the Underwritten Takedown of all or any portion of the Requesting Holder's Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested Underwritten Takedown (each such request shall be referred to herein as a "Demand Takedown") at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) RegistrableSecurities for which under Section 2.1.5(a), and subject to the restrictions set forth in Section 2.2.4, all theRequestingHolderhasrequestedsuch offering (ii) subject to the restrictions set forth in ection 2.2.4, all other Registrable Securities that any holders of Registrable Securities (all such holders, together with the Requesting Holder, the "Selling Holders") have requested the Company to offer by request received by the Company within seven Business Days after such holders receive the Company's nolice of the Demand Takedown all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (b) Promptly after the expiration of the seven-Business Day-period referred to in Section 2.1.5(a)(i i), the Company will notify all Selling Holders of the identities of the other Selling Holders and the number of shares of Registrable Securities requested to be included therein. (c) The Companyshallonlyberequiredtoeffectuateone Underwritten Takedown within any six-month period. (d) If the managing underwriter in an Underwritten Takedown advises the Company and the Requesting Holder that, in its view, the number of shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at 8 NY 246129805v9

 


which such shares can be sold, the shares included in such Underwritten Takedown will be reduced by the Registrable Securities held by the Selling Holders (applied on a pro rata basis based on the total number of Registrable Securities held by such Investors, subject to a determination by the Commission that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors). 2.1.6 Selection of Underwriters. Selling Holders holding a majority in interest of the Registrable Securities requested to be sold in an Underwritten Takedown shall have the right to select an Underwriter or Underwriters in connection with such Underwritten Takedown, which Underwriter or Underwriters shall be reasonably acceptable to the Company. In connection with an Underwritten Takedown, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Takedown, including, if necessary, the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority, Inc. 2.1.7 Registrations effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1. 2.2 Demand Registration. 2.2.1 Request for RegistTati n. At any time and from time to time after the expiration of a lock-up to which such shares are subject, if any, (i) (a) MIHI LLC (the "Macguuie Demanding Holders") in the case of a Macquarie Demand (as defined below), (b) the Terrapin Founders (the "Terrapin Founder Demanding Holders" and collectively with the Macquarie Demanding Holders, the "Tern pin Demanding Holders") in the case of a Terrapin Founders Demand (as defined below) or (c) a majority-in-interest of the Terrapin Demanding Holders in the case of a Terrapin Demand (as defined below) or (ii) (a) a majority-in-interest of the Yatra Management Investors or (b) the Yatra Demand Investors (collectively, the "Yatra Demanding Holders"), as the case may be, may make a written demand for Registration under the Securities Act of all or any portion of their Exchange Shares or Current Shareholder Shares or other Registrable Securities, as applicable, on Form F-1 or any similar long-form Registration or, if then available, on Form F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a "Demand Registration". Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder's Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a "Demanding Holder") shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.l.l. The Company shall not be obligated to effect more than an aggregate of (i) one (1) Demand Registration under this Section 2.2.1 in respect of all Registrable Securities held by the Macquarie Demanding Holders (the "Macguarie Demand"), 9 NY 246129805v9

 


(ii) two (2) Demand Registrations under this Section 2.2.1 in respect of all Registrable Securities held by the Terrapin Founders Demanding Holders (the "Terrapin Founders Demand"), (iii) one (1) Demand Registration under this Section 2.2.1 in respect of all Registrable Securities held by Terrapin Demanding Holders (the "TerTapin Demand") and (iv) three (3) Demand Registrations under this Section 2.2.1 in respect of all Registrable Securities held by Yatra Demanding Holders. The foregoing notwithstanding, the Company shall not be obligated to effect more than one Demand Registration within any six-month period. 2.2.2 _, ffeclive Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated. 2.2.3 Underwritten Offering. If the Terrapin Demanding Holders or Yatra Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Regi trable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any bolder to i11clude its Registrable Securities in such registration shaU be conditioned upon su h holder 's participation in such underwriting and the inclusion of su h holder's Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the holders initiating the Demand Registration, and subject to the approval of the Company. 2.2.4 Reduction of Offe1·ing. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to seU exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method. or the probability of success of such offering (such maximum dollar amotmt or maximum number of shares, as applicable, the "Maximum Number of Shares"), then lhe Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each 10 NY 246129805v9

 


such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as "Pro Rata")) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, as to which "piggy-back" registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares. 2.2.5 Withdrawal. If a majority-in-interestof the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then either the Demanding Holders shall reimburse the Company for the costs associated with the withdrawn registration (in which case such registration shall not count as a Demand Registration provided for in Section 2.1) or the withdrawn registration shall count as a Demand Registration provided for in Section 2.1. 2.3 Piggy-Back Registration. 2.3.1 Piggy-Back Rights. If at any time after June 16, 2017, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without Limitation pursuant to S ction 2.1) other than a Registration Statement (i) filed iJ1 connection with any empl oyee stock ption or other benefit plan (ii) for an exchange offer or offering of securities so lely to the Company s existing shareholders, (ili) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities, which shall include the Yatra Piggy-Back Investors if any who hold Registrable Securities at the time of any such filing, as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the an1ount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters if any of the ffering, and (y) offer to the holders of Registrable SecLLrities in su h notice the opportunity to register tbe sale of such number of shares of Regi trable Securities as such holders may request in writing within five (5) days follow in g receipt of such notice (a' Piggy-Back Registr 1tion '). l11c Company shall cause such Registrable Securit i es t be included in such registration and shal l use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to p rmit 11 NY 246129805v9

 


the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. 2.3.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.3, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (a) If the registration is undertaken for the Company's account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B , the Ordinary Shares or other securities for the account of other persons that the Company is obligated to ret,rister pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and (b) If the registration is a "demand" registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the Ordinary Shru·es or other securities for the account oC the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached w1der the foregoing claLJses A) and ), the Ordinary hares or other securities, if any, comprised of Registrable Securities, Pro Rata, as to which registration bas been requested pursuant to the terms hereof that can be so ld without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clau es (A), (B) and (C), the Ordinary Shares or other secmities for the account of olher persons that the Company is obligated to register pursuant to written contra tual arrangements wi th such persons, that can be sold without exce ding the Maxirnum Number of Shares. 12 NY 246129805v9

 


2.3.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder's request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithsta nding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3. 3. REGISTRATION PROCEDURES. 3.1 Filings; Inform ation. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Se tion 2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrabl e Secw:iti es in accordance with the intended method(s) of distribu tion thereof as expeditiously a practicable, and in connection with any such request: 3.1.1 Filing Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropri ate and which form shaH be available for th e sale of all Registrable Securiti es to be registered thereunde r in accord ance with the intended method(s of di stribution thereo±: and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Period· provided, however that the Company shall have the right to defer any Demand Registration for up to sixty (60) days and any Piggy-Back Registration for such period as may b a pplicabl to deferment of any Demand Registration to which such Piggy-Back Registration rel ates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Boardf Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso for more than a total of sixty (60) days in any 365-day period in respect of a Demand Registration hereunder. 3.1.2 Copies. Tbe ompany shall, prior to filing a Regislration Statement or prospectus, or a n y amendme nt or supplement thereto, furnish wi thout charge to the holders of Registrable Sec urities .included in such registration, and such holders' legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Regi stration S tatement (in each case including all exhibits thereto and documents incorporated by reference U1erein) the prospectus included in such Registrati n Statement (including each preliminary prospectus) and such other d uments as the holders of Regi strable Sec uriti e included in such regi stration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders. 13 NY 246129805v9

 


3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn (the "Effectiveness Period"). 3.1.4Notification. After the filing of a Registrati n Statement, the Company sha ll promptly, and in no event more than two (2) Business Days after such liling notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the pur hasers of the sectu·ities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make tb· statements therein not Registrable Securities included amendment; except that before misleading, and promptly make available to the holders in such Registration Statement any such supplement filing with the Commission a Registration Statement of or or by prospectus or any amendment or supplement thereto, including documents incorporated reference, the Company shall fumish to the holders of Regis rable Securities included in such RegistTation Statement and to the legal counsel for any such holders, copies of all such d curnents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon. 3.1.5 ecurities Laws Cornplianc . The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or 'blue sky" laws of such jurisdictions in the United States as the holders of Registrable ecurities included in su h Registration Statement (in Ught of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authoriti s as may be necessary by virtu of the business and operations of the mpany and do any and all other acts and things tbat may be necessary or advi able to enable the holders f Registrableecurities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided however that the Company sha ll not be required to qualify generally to do business in any juriscliction where it would not otherwise be required to qualify but for this paragraphr subject itself to taxation in any such jurisdiction. 14 NY 246129805v9

 


3.1.6 Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement, and the representations, warranties and covenants of the holders of Registrable Securities included in such registration statement in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Company. 3.1.7 Comfort Letter. The Company shall obtain a "cold comfort" letter from the Company's independent registered public accountants in the event of an underwritten offering, in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating holders. 3.1.8 Opinions. On the date the Registrable Securities are delivered for sale pursuant to any Registration, the Company shall obtain an opinion, dated such date, of one (1) counsel representing the Company for the purposes of such Registration, addressed to the holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating holders. 3.1.9 o peration. The principal executive officer of the Company, the principal financial ofiicer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors. 3.1.10 Record . Upon execution of confidentiality agreements, the Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement. 3.1.11 Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) 15 NY 246129805v9

 


months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 3.1.12 Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities included in any Registration Statement to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated. 3.2 ObEgati n to Suspend Distribution. Upon receipt of any notice from the Company ofthe happening of any event ofthe kind described in Section 3.1.4(i v), or, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company's Board of Directors, of the ability of all "insiders" covered by such program to transact in the Company's securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by ection 3.1.4(i v) or the restriction on the ability of "insiders" to transact in the Company's securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder 's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. 3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with the Resale Shelf Registration Statement pursuant to ection 2.1, any Demand Registration pursuant to Secti n 2. I, any Demand Takedown pursuant to Section 2. 1.5(a)(i), any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form F-3 effected pursuant to Section 2. 3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or "blue sky" laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company's internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Secti n 3.1.1 0; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company; (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in­ interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering. 16 NY 246129805v9

 


3.4 Information. The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act and in connection with the Company's obligation to comply with Federal and applicable state securities laws. 4. INDEMNIFICATION AND CONTRIBUTION. 4.1 Indemnification by lhe Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an "Investor Indemnified Party"), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration , tatement, or any amendment or supplement to such Registration Statement or arising out of or based upon any omission (or all ged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnil:ied Party in connection with investigating and defending any such expense, loss judgment clai_m, damage liability or action· provided however, that the ompany will not be Iiable in any such case to the extent that any such expense, loss claim damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Stat ment, preliminary prospectus, final prospectus, or summru:y prospectus, or any such amendment or supplement in reliance upon and in conformity with information furnished to the Company in writing, by such selling holder expressly for use therein 0r is based on any selling holder s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus. 4.2 InclenuUiication by Holders of Registrable Securities. Each selli_og holder of Registrable Securities will, in the event that any registration is being effected under th Securities Act pursuant to this Agreement of any Rcgi trable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers, and each other selling holder and each other person, if any, who contTols another selling holder within the meaning of the Securities Act, against any losses, claims judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect lhereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the ale of such 17 NY 246129805v9

 


Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, or is based on any selling holder's violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder. 4.3 onduct oflndemnification Proceedings. Promptly afier receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to S ctions 4. l or 4.2, such person (tl1e "Indemnified l>arty") sbaJJ, if a claim in respect thereof is to be made against any other pers n Cor indemnitication hereunder, notify such other person (the Indemnifying Party') in writing of the loss, claim, judgment damage liab ility or actjon; provided however that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any li ability wbicb the Indemnifying Party may have to such Indemnified Party hereunder e c pt and solel y to the extent the Indemnifying Party is actually prejudiced by such failure. If the [odemnified Party is seeking indemnification with respect to any claim or acti on brought against the indemnified Party then the Indemnif-ying Party shaJI be entitled to parti ipate in such claim or action, and , to lhe extent that it wishes, jointly with a llther lndemnifying Partie to assume control of the defense thereof with cotms I satisfacto ry to the lndemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any l egal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation.; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel, which counsel is reasonably acceptable to the Indemnifying Party) to represent the Indemnified Party and its controlling persons who may be subject to Iiability arising ut of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party wilh the fees and expenses of such counsel to be pai.d by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parti s by the same counsel would be inappropriate due to actual or potential differing interests b tween them. No Indemnifying Party shall, without the pcior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding. 18 NY 246129805v9

 


4.4 Contribution. 4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Sec tion 4.4.2 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4. I. 4.4.3 The amount paid or payable by an tnd emni:f:ied Party as a result of any loss, claim, damage, liability or acti n referred to in the immediately preceding paragra ph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after paym ent of any underwriting fees discounts commiss ionsr taxes) actuaU y re eived by such hold er from the sale of Registrabl e ec urities whjch gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the m eanin g of Section ll(f) ofthe Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 5. UNDERWRITING AND DISTRIBUTION. 5.1 Rul e 144. The Company covenants that it shall file any reports required to be ti l ed by it under the Securiti s Act and th e Ex:chang Act and shall take such further action as the holders of Registrabl e Securi ties .may reason abl y req u est, all to th e extent required fro m time to time to enabl e such holders to sell Registrable Securi ti es without registration under the Se u rities Act w ithin the limitati on or th e exemptions provided by RuJ 144 u nder the Sec uriti es Act, as such Rul es may be a mended from time to tine or any simil ar rule or regulation hereafter adopted by the Commission. 6. LOCK-UP AGREEMENTS 6.1 TRTL Sponsor Lock-Up. Notwithstancti ng any thing to the contrary contained in that certain Let ter Agreement, dated July 16, 2014, by and among TRTL and the Terrapin Lock-19 NY 246129805v9

 


Up Sponsors, each Terrapin Lock-Up Sponsor agrees that it or he shall not Transfer any Founders' Shares held by it or him, if any, until the earlier of (i) eighteen (18) months after the date hereof or (ii) the date following the date hereof on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company's shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stocks dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof, the Founders' Shares held by the Terrapin Lock-Up Sponsors will be released from the obligations under this ection 6.1. 6.2 Yatra Investor Lock-Up. Each Yatra Investor shall, within seven (7) days from the date hereof I as a condition to such Yatra Investor's rights under this Agreement, enter into the Yatra Investors Lock-Up Agreement. 7. BOARD OF DIRECTORS MATTERS. 7.1 Appointment ofTRTL Sponsor and Yatra Designees. 7.1.1 Upon the resignation, removal, death or disability of the Terrapin Initial Director, the TRTL Sponsors shall have the right to nominate one individual for election to the Company Board (as such term is defined in the Business Combination Agreement) to replace such dep uiing director. In addition, upon the expiration of the initial term as a director of the Company of the Terrapin lnitial Director, the TRTL Sponsors shall have the right to re-nominate the Terrapin Initial Director two (2) successive times (any individual designated by the TRTL Sponsors pursuant to this sentence or the immediately pre eding sentence, a 'Nominee"). Upon any such nomination or re-nomination pursuant to this Section 7.1.1, the Company shall take all actions within its control to cause the appointment or election of the Nominee to the Company Board, including by nominating such Nominee for election as a director as part of the slate that is included in the applicable proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, and shall provide the highest level of support for the election of such Nominee as it provides to any other individual standing for election as a director of the Company as part of the Company's slate of directors. 7.1.2 Upon the resignation, removal, death or disability of any of the Yatra Initial Directors, the Yatra Investors shall have the right to nominate one individual for election to the Company Board (as such term is defined in the Business Combination Agreement) to replace such departing director. In addition, upon the expiration of the initial term as a director of the Company of any of the Yatra Initial Directors, the Yatra Investors shall have the right to re­ nominate any of the Yatra Initial Directors who are Class I or Class II Directors two (2) successive times and shall have the right to re-nominate any of the Yatra Initial Directors who are Class III Directors one (1) time or to designate a replacement for any such person or persons (any individual designated by the Company pursuant to this sentence or the immediately preceding sentence, a "Yatra Nominee"). Upon any such nominalion or re-nomination pursuant to this Section 7.1.2, the TRTL Sponsors shall take all actions within their control to ause the appointment or election of the Yatra Nominee to the Company Board, including by nominating such Yatra Nominee for election as a director as part ofthe slate that is included in the applicable 20 NY 246129805v9

 


proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, and shall provide the highest level of support for the election of such Yatra Nominee as they provide to any other individual standing for election as a director of the Company as part ofthe Company's slate of directors. 7.1.3In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Investor shall vote or cause to be voted all shares of the Company's voting securities owned by such Investor, or over which such Investor has voting control, and otherwise use such Investor's reasonable best efforts, so as to elect any Nominee and any Yatra Nominee. 7.2 ompany Board ommittees. 7.2.1 Subject to applicable law and applicable stock exchange rules, from the date of this Agreement until such time as there is no Initial Director or Nominee serving on the Company Board, the Company shall take all necessary action to cause at least one director nominated by the TRTL Sponsors to be appointed to each committee of the Company Board. 7.2.2 Subject to applicable law and applicable stock exchange rules, from the date of this Agreement until such time as there is no Initial Director or Yatra Nominee serving on the Company Board, the Company shall take all necessary action to cause at least one director nominated by the Yatra Investors to be appointed to each committee of the Company Board. 7.3 Observation Rights. Each ofMIHI LLC and the Terrapin Founders shall have the right to designate one representative to attend any or all meetings of the Company Board in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that any such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provjdecl further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. Neither MIHI LLC nor the Terrapin Founders shall be required to designate the same representative for each meeting of the Company Board. The observer rights pursuant to this ection 7.3 shall terminate with respect to MIHI LLC or the Terrapin Founders upon the Cessation Date applicable to MIHI LLC or the Terrapin Founders. 8. COVENANTS. 8.1 PFI [niormation. If tbe Company or any of its Sub idiaries were to be classified as a passive foreign investment company under ection 1297 for its taxable year that includes the Closing Date or a future taxable year, the Company will upon request use commercially reasonable efforts to provide U.S. shareholders witb Lhe information necessary for them to make a timely qualified electing fund election under Section 1293 with respect to the Company and/or its Subsidiaries. 21 NY 246129805v9

 


9. MISCELLANEOUS. 9.1 Other Regi stration Right and Arran gements. The Company represents and warrants that no person, other than a holder of the Registrable Securities and other than pursuant to (a) the Warrant Agreement, dated as of July 2014, as amended on the date hereof, by and between TRTL and Continental Stock Transfer & Trust Company, as warrant agent or (b) the subscription agreements entered into between the Company and certain purchasers in connection with the Company's sale of an aggregate of 2,458,500 Ordinary Shares in a private placement consummated on or about the date hereof, has any right to require the Company to register any of the Company's share capital for sale or to include the Company's share capital in any registration filed by the Company for the sale of shares for its own account or for the account of any other person. The Company and the Original Investors hereby terminate the Prior Agreement and any similar agreement in effect as of the date hereof. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement and in the event of any conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. 9.2 Assignment; No Th1rcl Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in wh le or in part. This Agreement and tbe ri ghts, duties and obligations of the holders Registrable Sec uri ti es hereunder may be freely assi gned or delegated by such b Icier Regi tra ble Securiti es in conjtmction with and to the extent of any pennitted transfer Registrable Securities by any such holder. This Agreement and the prov isions hereof shall of of of be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expres ·ly set forth in Section 4 and this Section 9.2. The rights of a hold r of Registrable Securities tmder this A greement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities (i) provided, however, that such transferee has executed and delivered to the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an "Addendum Agreement"), and the transferor shall have delivered to the Company no later than thirty (30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred, and (ii) in accordance with the terms and conditions of that certain letter agreement, da ted Jul y 16, 20 14 by and am ng TRTL and the other parties thereto. The exec ut ion of an Addendum Agreement shall constitute a permitted amendment of this Agreement. 9.3 Notices. Allnotices dema nds,requests,consen ts,approvalsorother communications (co llectively Notices') required or pennitted to be given hereund er or whi ch are gi ven with respect to thi s Agreement shall be in writing and sha ll be persona ll y served, delivered by reputable air courier service with charges prepaid, or transmitted by facsimile or email, addressed as set forth below, or to such other address as such party shall bave specified most recently by written notice. Notice shall be deemed given (i) on the date of service or 22 NY 246129805v9

 


transmission if personally served or transmitted by telegram telex or facsimile; provided, that if such service or transmission is not on a Bu iness Day or is after normal business hours, then such notice shall be deemed given on the next Business Day (ii) one Business Day after being deposited with a reputable courier service with an order for next-day delivery, to the parties as follows: lfto the Company: Yatra Online, Inc. 1101-03, Tower B 11111 Floor, Unitech Cyber Park Sector-39, Gurgaon-122 001 Attn: Dhruv Shringi Email: dhruv.shringi@yatra.com with a copy to: Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Attn: Jocelyn Are! Facsimile: (617) 321-4344 Email: JArel@goodwinprocter.com If to the TRTL Sponsors: Terrapin Partners, LLC 1700 Broadway 18111 Floor New York, NY 10019 Attn: Stephen S. Schifrin Facsimile: (786) 513-0165 Email: sschifrin@terrapinpartners.com with a copy to: Greenberg Traurig, LLP 200 Park Avenue New York, NY 10166 Attn: Alan I. Annex Facsimile: (212) 801-6400 Email: annexa@gtlaw.com If to an Investor, to the address set forth under such Investor's signature to this Agreement or to such Investor's address as found in the Company's books and records. 23 NY 246129805v9

 


9.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 9.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 9.6 Entire Agree ment. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneousagreem ents, representations, understandings, negotiations and discussions between the parties, whether oral limitation the Prior Agreement. or wri tten, including with ut [Signature Page Follows] 24 NY 246129805v9

 


IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. COMPANY: YATRA ONLINE, INC. By:---------------------Name: Dhruv Shringi Title: CO-Founder & CEO

 


IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. INVESTORS: Dhruv Shringi Alok Vaish Manish Amin

 


IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed aod delivered by their duly authorized representatives as of the date first written above. INVESTORS: Dbruv Shringi AlokVaish ManisbAmin SIONATURE PAOB TO INVESTOR Rlmrrs AGR.EBMBNT

 


IN WITNESS WHEREOF, the panies have caused this lnvestor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above. Dhruv Shringi Alok Vaisb -LU/tdt At-> -­ Manish Amin S!ONAnJRE PAGI! TO INVESTOR RIOHTS AGREEMENT Scanned by CamScanner

 


Norwest Venture Partners X, LP Norwest Venture Partners IX, LP General Partner SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

 


APPLE ORANGE, LLC NOYAC PATH LLC By: Title: Manager PERISCOPE, LLC /?_ ._ - By:--EG.-o<= Na Title: Managing Member TERRAPIN PARTNERS EMPLOYEE PARTNERSHIP 3, LLC SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

 


TERRAPIN PARTNERS GREEN EMPLOYEE PARTNERSHIP, LLC LEIGHT FAMILY I IRREVOCABLE 't By:\:-Name: Elizabeth Lei ght Title: Trustee ARGYLEINVESTTORSLLC By: Leight Family 1998 Irrevocable Trust, its Managing Member By:i-e hi Name E lizabeth Leight Title: Trustee CANDLEMAKERPARTNERSLLLP By: Candlemaker Management LLC SIGNATIJRE PAGE TO INVESTOR RIGHTS AGREEMENT

 


MIHI LLC By:-<..=..!.:--:;..=====--- Name: Tobias Bachteler Title: Vice President By:---------1-('1.-Name:Jill Title: Authorized Signatory - SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

 


EXHIBIT A Addendum Agreement This Addendum Agreement ("Addendum Agreement") is executed on ---:----- - - ---" 20_, by the undersigned (the "New Holder") pursuant to the terms of that certain Investor Rights Agreement dated as of [ ], 2016 (the "Agreement"), by and among the Company and the Investors identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows; 1. Acknowledgment. New Holder acknowledges that New Holder is acquiring certain Ordinary Shares of the Company (the "Shares") [or other equity securities of the Company that are convertible, exercisable or exchangeable for Ordinary Shares of the Company (the "Conve1tible Securities")] as a transferee of such Shares [or Convertible Securities] from a party in such party's capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall be considered an "Investor" and a holder of Registrable Securities for all purposes under the Agreement. 2. Agreement. New Holder hereby (a) agrees that the Shares [or Convertible Securities] shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a party thereto. 3. Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder's signature below. NEW HOLDER: ACCEPTED AND AGREED: Print Name: YATRA ONLINE, INC. By: By: NY 246129805v7 NY 246129805v9

 


Lock-Up Agreement December , 2016 Yatra Online, Inc. 1101-03, 11th Floor, Tower-B Unitech Cyber Park Sector 39, Gurgaon, Haryana 122002 India Re: Yatra Online, Inc. - Lock-Up Agreement Ladies and Gentlemen: Reference is made to the Business Combination Agreement, dated July 13, 2016 by and among Yatra Online, Inc. (the “Company”), Terrapin 3 Acquisition Corporation and the other parties named therein (the “Business Combination Agreement”) and the registration statement on Form F-4 filed with the United States Securities and Exchange Commission (the “SEC”) on September 29, 2016 (such registration statement, as it may be amended or supplemented, the "Registration Statement") to register ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”). This Lock-Up Agreement shall be effective as of, and contingent upon, the consummation of the Closing (as defined in the Business Combination Agreement). In consideration of the willingness of the parties to the Business Combination Agreement to consummate the transactions contemplated thereunder and the willingness of the Company to register the Ordinary Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive Ordinary Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably would be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Shares. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue until the date on which the Company releases its earnings for the quarter ended December 31, 2016 (the “Release Date”). The undersigned has, and for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

 


The undersigned understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. [Remainder of page intentionally left blank.]

 


COMPANY: YATRA ONLINE, INC. By: Name: Dhruv Shringi Title: Chief Executive Officer [Signature page to Lock-up Agreement]

 


Dhruv Shringi Promod Haque Amit Bapna Sudhir Kumar Sethi Alok Vaish Manish Amin Sharat Dhall Himanshu Verma [Signature page to Lock-up Agreement]

 


Akash Poddar Satvinder Sodhi Nathan Leight Sanjay Arora Murlidhara Lakshmikantha [Signature page to Lock-up Agreement]

 


Exact Name of Shareholder Authorized Signature Name: Title: [Signature page to Lock-up Agreement]

 



Exhibit 4.23

 

CerT c:a:a IJCd Oato 14-De¢-20f)l-53PL . AttoC¥&GAgreemem Oa$crlplion 01 Documunl . Conslderatlon flrlce (Fis ) 0 Ffrst ?jlrty Allil iRAVEL IJaEA13 LTO . • Sli!mp Duty Paid By Stamp Duty Amoufii(As.) AlA TAAI1aSUJaEAU LTD 109 (One flundled oolyj .. • INDIA NON JUDICIAl Government of NationaJ CapitalTerritory of Delhi e.Stamp t1i'<4Q4 Celtlllceto No. IN-OI..!m9Wi0455545N Aceounl R lemnu .iPACC11VJ!e!f739S03f OEI.HV Ol.-DLH Ucllq<l& Ooc.Relttrenc:e • Stif>rN-E>t..OL7 146869N Purc:t\asGd by . AIR TRAVEL:SURI:AU LTO Propony DQSCn!)tloo Noc Apprreeore (Z rot • :'\\). t<l..J ' SecOI'Id Porty TA'tE I'll<9FIIf.l .

 


• SME -i LETTER OF ARRANGEMENT To Mls Air' Trall1flBureau LUI. M·96,Connaught Circus, New Oolhi Oatod:171121201& ADVANCES TO SME SEGMENT SANCTLON O.f f.T FACILITIES Wtth roteto your apptu;at.on dated 2.!>-0 ·I S'requastmg us for sanotton cf WOII<•ng CaPitalL•m•IS and or Term Loan Limits at existing I enhanced levels aod wbsequent correspon(fence this regard we have pleasure in adviSing ssnctioli/ oontlnu. llon of IRe fohowmg lll'Cdlt falllhtles. which ere available subject to your acooptancI fulfillrMnt O{ lhe Terms and Conditions <tat ailS In Annexure A & B (Rs.tn erore) P&rformancal I · lntercl,ungeaqliJty ootwoun flmd·QiiS.fJd end non-lund l>at;ed limits to llle elllent qf 5% olrQ/ell/mils..l e Rs 4, 0 cr We are fOtWardtng fills leiter 1n duplteate alo'lg With Annexure P.& B and shall be {!lad tf you reiUm to us the or.g·nals duly slgne<l 01 you and tne guaranlOfS In token or haMg accepted too terms and cond<llons. belo\'< tt-o woros ·we.A pt appeaat lhe er.d Gf tne Annaxure dfld retal!'ltl'le duplltreroollor yQur retOld 11"111real1er you may call on 1,111 \VIth tHe.guaranws. preretably with prior appo1ntmen1, to e teo.lle t"e documenls In this regard our oest ser,ICeS at all bmes Assur.ng you Branch Manaoor SBI.SME ConnaYghlCtrcut1 Naw De.lh1 ol 0 Ficlllties limits Fund Based: i) Co&h Credit (Hyp.)hm11 6600 b Stand bY Line of Cred11 5.00 ,e Terr!Jj,Oan (EX!stine§ME Car Loans), It 0.40 TotalFund B11s&d Lhnlt$ 7140 ra-Non Fund bacsed: BanGaarantee ( 900 1 TotalNon-Fund Based Umlts 9.00 1 T_!llalFB.,.NFB 80.40 fl Out andmg ·as on 09 09 201S a In

 


TERMS ANQ CONQIT!ONS NNEXUREA UR!IY: 1 I THIRD PARTY IIi!r.i!olaqf. Nuoln Na1111111, o1herw1se lhlt and lmsttuments e:c drawn liS raJ/OUr' andan other current Nara:fl 1 'Term loarusl Lid. p,., Commerc•at - - -= Air Tra,.ut uu• _.-ForA &M<An ;.-'.0 Di r«Wf ' ..--Ai_"J;_ ..... N """ ._;u.,...· d •at•2<il'IS /)."....t l..... )... I ' "--1'1 al 1 s!. '1"" l.Ctf. II La'IHIO\J LIMIT PRIMARY SECURJTY COLLATERAL SECURITY IMMOVABlE PROPERTY I PAPER SECURITY PERSONAL / GUARANTEE Cosh Credit (Hyp) I SLCI EltQluSNehypothecatiOn cnarge over 1he company s alf p1esent & Fulure Book DeblsiReoewables lUi altlo documentary billa. domestic or l'llport Whetheraccepted or cheQt. draflfi I @As detat1ed below . Pem2Dill 1 Shrl S\)rill 2 Snn Sau<abh 3. Shrl Anlf Saxena. Th ird Party Guaranteo or: 1 Smt Sangeeta assets 2 Snn Meena:CSI'll LOilfl F1rst h)'I)Ollleea!·on charge the purchased frOfTl Bank fLOOnce Saxena Oorporete Guarantee 1, All8 Flnaf1ce e. Inv 1menl Pv: Z ASM tS ME Car 6G StlpufallftfCa.."hmargin ltd ve111t;1e o"er In clean or SG

 


@ CollateralSecurity I I Details of Immovable Property Owned by 1 Ekllt" adm itS<.Jrll1g 1991Y.! yw:i:l> or 100% SQ ad33 82 sq meW u 6-'31!:'2 m;:;Gl<d - NaraiF1 Mtllenlllu"lSla< Oi'lolv PatJ RO!Id Plot 00 163, 1012 Nii!aal Commerooalproperty 51 utllt 507 GlObal Foyer,cttalcKal'pUr se-clor-43. iu Tuw!tt-R at Pulrneria GS!den E to.Sector l"'e adme3SIIrnQ 1875 sqlt • Vil'.age . i oratll Ltd. • I fur A cf M Corraui'Giaj '--\ /)I ,. .I. , 1 • ·-INata.n I R8$K!l!ntla' plot No-398 Block-& Sec!Gf t Greater Nolc!il.UP edmellSUtflg 300 $< meters Sunil Nitfil'n 2 Shop No-2\3 SQuare Ooe Moll Pfot llO c-2 . Sailel New De!ht-17 : aorn t.11i119 1734 sqm r t-IMeenai<stlt Sa etla Rl!Sidennar tiollStl fl-3152 Upper Ground Fi:Mx Saloarjung Enclave,New 3 .s .11n1 s.,>.eN 6 R ld""'-lai fialNo-31$ (MIG) Kautily"1\p;:t. f>W,o;t·6. Pl'laSe-11 1•• FJOO( tor 14 OW.lf•:: l O.Oiht ·odm&3,Urlr>g OOS.sq fj Mc:Of\.Ck!J' &)1.0• •D r--Flat V·l<IG 14• floof,Regency Pati-JI,OLF Cl}'.GUI' liOII <: dm\?asunng 165 CS 8Q S<lr\11 NanM & I Sil ta Nan:lill 5 Orf ee Fta; 306 DlFGaliena OLF C.:.y Gurgaon. AlfS;;rea or 364 tl4 sqlt t lid - ATB Ftoonce Offlc\\ Flat '308 DlF Gallt!t•a DtF C•ty Gun llr.lrneasUrino 36 82sq meter 1 (!# 3'J-< 0 SQft - rnvestrr.ilnt P\.t L:d r---R llliii\IICII Flat lo-ner Grouno Floo• saroal)ungBlclave. Ne·,,.Deln,l A&M a lld.. mlr rng 199 .sq ,aror Hl6 "ho P,1Lld Commemaloropen301,MmenniiKtl SCm,Ol!o\a PaW ROlld. Plol110 153 a.et•Ptme. al!m tasurillg104lSQ It Shn Saurabfl 10 COitlltl«!foal prop-.. 1) :W2 , ISilO SiJII!8b11 CT S no 3el1 '"'/2 39 5 .aQ Gh Plld•, PUtJe, ildme;hUril'lg sq t1 f-- 11 Guflla-:tn. adw.&allur•r.:;sq ft SUnM Nara'" 1 P AJt Tr;·,al &•t;!< lld tE St> R<iuleSTr;l'd! l Comrt>etcial oroPOr'IY Unll l'lo-316.3"'!loor BesleGh Cybcr PW'k. Nl!IS!ngllpur NH-tl GulQaOO <IOI'I'i!a$Ufll'lQ 2500sqtt a. Fill111\W "G!Qbal Fo1e• • ((::lrm51y as City SQpe Sn. Sulld Nara 1.1 0' "-· - no Ct\<ll<.<arpt f.GQlfCoorse RO<MI. Sedor .:3 G!ll1laon Haryana 12200? lY.Itneas..ori,.g 1016 sq II 15 no-9 FltlhFuel" (lorrr.erly J<nownat C•ty Sc;apeVdfaga Cllo!ti<a<pur GetC! oOJtse R=:l Sec!OI' 43.Gurvaon H oa '22002. lldme unng't Sh Slloll N Sit Sunil N.ao t n t618 noor 'Gklbal OffiCe •n 12 ROS!denl<$1 un.lR·701".i" f!Oof. 01'11Cfon ·3 at C a1er Nolda U \Qof, tS16 CTSno g.. 3912 39 &<<;O Gl'lorpach t G tr. ..e Res•ctentlal metrr or 1777sqtt rr1U' Suno

 


2. ef;B!9Q.QF" AOV,!\NCE f. REPAYMENT TERMS: d mand The faClfity wtucn has been sa!lcttoned W!trklrut_Capitat·Repayable 17.09 2015 ••.,, 3b'e for 12 months from that dal. S1.1bp:clto reVlOWevery 12 depandong upon the con<!uct and ut tSatlOf\ or tne PCt toe Ba!lk's Scheme SJ.JI Qy_Llrm_olS!.t!Jtl,; StC todisbursed o y;r "en request of the r 11ont.c'd·sbu!sement Interest rate chargedon CC SLC !frm Lo ..n.; n \he loan aecoun!s tile accounts at t on bo'llllCOS 0:1 ·CV.."t'f mol\!.o"' "' a::cvrdanca wolh tile coll"'ttng pr3(;tlces or tho opphc ble shell be payable rn or non·ulilis31i0n of be payable on case of pre-payment of Term Pre·poyment as apphoable tn,tnlm"nt& 3. TE O.F jf.I!TERE$! Worlllng Coprtol Elsa· s per Bank's exfanltns:truotrons Interest altho 1u1kl!<lto Exrr>rMII Cr\ldilRating 1!! fJaSo) Rate 1\fliC.IJ IS presently.9 o a Present ellecltve r&lll al tnQnlllly rests. Bani< shan at any 1 lmu 3nd ue en!1Ued to V'Jry 'ho ln!ercst Rate an¢ ma<g1n based on tile Ctedot from :•mo to A$seument Ollhe borrott' r ond the Base Rate at Its drSCre!JOO In case olany chango tn Bank's Instructions, lower of interest rate ts appllcabl_, 10 internalcredrl rating (SB-03) or cxlomal rating wiU be applied. (Rateof ° at 00 e B;)se R;J•e + Standby Line of Credit· abOve e''ectlve. r.uo • presently effedu& beg12 30% B.W. w om t.'me to Om.: te ent.11ed to est Ra!.-ma t n tne the Crodrt R!$lo; A»e nt of tlte borrower and toe Basa Ra!"' at 1110 Tllrm LoanNA .oDGthe Bas!; Ra:e.'.l!lic:h ·s presently --:-daproduct at momnly t0$ts shall o the margin Dil$etl ru ot tne and the Ba!:e Rate at tts dtScretJOn Iarty $hall go•et,edy RBIs d.r.:c;tJ'Ie5 on IAAC lnt&rliSJ-:fon lao t es extend'" roce gn rotfency shallhnk.eo to LIBOR ) '""-""""!';.,... - J·._..,. Fot AJ&Ru Qoa & lnmtmsnt (PI ltd . {/...... ./rrt · k1Sl A·' '· f ,, .._ _ l 1'1· tnr ' - ./ .... r '''!:<''d " A&!>C:$ nem I)Orrol,f AOo:tl.lod but unapploctl intCfOSl notms '-' ra:e:. .,4 ·-on1 v;;ry Ba!llo: 11: Crdd 1 11\tnre£1 ot L1e ra1 or_ margtn Pt8S!lnt ottactl\ · rato ca•cu ared on w ttme w enwc:u t &I arrt t 'lc en<l from uno !mer and 300% in CC 1 e BR 1 at nv tme and f on baSIOd dlstretoon. 13 00 3 apPliCable to S8·3rntod nocountJS Interest pr0$Cnl) t 30"1. ocllt. ol 2 00 % Rllllve 11' 1 % p a caiC4.rl3t()d on dally produe1s time Ri LO:ln shaU c argl!l comll'.ted on monthly I Qtln:otcS1 slta Ibe po,able on t:le ou:stancf1119s o oo , s ouly compounded a10 deb.t&d to the l:tst :.<m<•no oay e Bani! Item 11 ne to llmo Cornm tmonl eharg011 $1li'!CiiOned llflll6 as to A Iml n 1-JQ chequeW!ll be 1$ ued 1n SLC SLC 13 be ro;ul.l ;sed tn ma••m;.m 3 lr tre51 Ralc onSLC to beIabOve the No ovordro1ng v. be! pt'rm'tteo In on months on '' I • ..m .t on3y be cancollo.td I reduced auva!IOO or ao

 


or Agtlcuuural advances shall be 10 line wtU1 !he Appllcallon of in harvesting seasons. ENHANCED INTEREST Each,of tile following events will attract penaf lnte t alapp b!erate as fndlca_tli!d. and'l'lbQve lhe normot opplle<Jble In lh< aecount. terest at 1% p,a will be ettarge(l for tlio period of !felay In a) Enhanced rate of respect ol OetayEK1Jnon.-submlss10n of renewaldata tbeyond3 rnoolhs from the due da!e al renewal) required for review / renewalof lrmits Dela1n<ill-submfss!on ol annualllllanslalstatements ll Ill OeiGYfK!ni on-subntlf>SI0/1 of GtOel< 4lafemenls (DeJ<Y )'Qnd 1 e <lay.$ ollhe slloceelimg month siiSH l:>e ®nstdered asnon·stsbmissfon} b\ En!mnoed rate @2%p a will be cllarged 'Q.O U1e excess drawings Jn case of any U;an 60 days and if llbevon(l 60 ach 1s continuously rrom tnoa'tc of Jrregutamy /breaGil. Enhanced day-s on th:!: entire outstaftOIP.gs ll)lereslwill be compounded rnOl)lhly Non-cocmplf: noo ·111\h covenants 1 -. p.a ) 1% on 11'1Gl'lti(e'outlil811t1ings trom the tiale of breach of covenant bil the breach 1S app1ovet1by sat)CIIOf1111f! authority. On lne: e)<i:!!lndeo limec pf;fiOd (other than {he time permitted by fl'\e sancUonfng dJ authority) for completion of m rtgage rorm?lltl&s C()llSortfum documentation etc, llll StJGil llfl*.lhe fo malitiS$ aje complsled. 1% on U,e enUre In oases wnare borro encts Co orate Gva ma· to Its assoclalas Wlthout e) Banks approval 1% 011 lhe l!.'l\1re ouiSicmdmgs frem too date of execullen ofi uamntee bit posl·facto apprmal by !he sancboofml authQrily, If ar.ty. n Tlte.Blltlk ShillII <!ISO be enliUed to cl'lerge at its l:! retion ennancad IRie*t rates on lhe enure « t!ltanc:tmgs or on-a por!lo.n_ th!for any·. Oil the accounts ltrE!QIJiatltV 1 1119 no bservance or non-compltanile ol the and Conchttons1>f me aovances f<* such pefiGdas the l:u!nl<.deems 1t nec:easary Hl:i\'"euet the totalpenallnterl$1 charqed on a bOi'F0\ 1!1' due to rarwus fiOIHomptlantes "110 not exceed 3%a -1. MARGINS riaLs rh. Tem1lLoan . • ...• Ditrdor SL ITEM t,IIARGitHIN "kl A FUND BA$EO LIMITS a. Raw Malenals lfl1pot ted NA b Raw Ma!e _ lndlc<mcus NA c: Senli·RniSned Goods HA d Ffn 1strE>d Goods NA e Gom Xmenf$/ Cooi.Umabres 1 S?lll'e$ NA r Dorl'l&steReceNabfes (Cover:90 da'(Sj 40®% '0 Ex : ort Pacl-iii'S Cteoi! NA NA '"fj'" NON·FUNO BASED LIMITS NA a Letters of Cre - b I Bank Gua•arote l 20..00% ) Ter111s either 0\llstandings 1 (OI <-1 lieS$ •rresutenty tbl' I in .ntar:et:l over. re&P\'CI inu;rest

 


"· T ..NOR I. RETI;NTION P OQ..OESILLS: 90 daya 90 days for RecBMlbles would be elCtendeo 111 wrt, rs other thlln assoc.ate · stSier conoerns R car.rables be ond 90 days .v no: be tcckone:f •tr com X,!IotJ Pov•er Drawing Powct • s f, lli VBANCE tho Bom:r.•.,: riOtS s:rillood,; cyclooes, eaMqua•es d Olhet nat1.11aI -ct1 \\ th a ODmP3tt"J aPQfaved by the Ban'.I tn ties etc :nes or the Bank a:'ld yours(:fv;ti 'FT.X CQSt (Of <0! ogeo " th tho £hould be lit ahoe {current) du1ing tne turrf:ncy of the a n the YOI.K •uranee :M Barox The rr.: cl\lncry Term loan ,to be msured vcr s hfahct or o·.g na c<Mt o• trd! -nach•l'le')' effected /done b, tile Like,' , ul llle wncwa!S lnd.vaduar Bank Cred I G\Jii'IIOIIle UPCOl of ECGC. premium payable by deb,t to account Post·SIHI)mont polloi of F ::a-:: With buyer-wtse luntts lot 'lof'\.UC obtEIIIIod by e Credit Gumltrl!ee tJntl!lr ( 0TSIScherr t1 to1:croverod. WM>lrever oppttcablo d H. TfMENT day of every montllbefore tfle 10"' statemenr and I or on :nc d:llo cl tne IMenovor tnert> s a lnrgo Vllrllllioo .n :otods I d alSo I oosolote I Su dty Debtors outs:andi.og beiond cove: pe1iQd 5hould be oensth!igau·ore•;o 116 no Stoa: de'.a s Of u pniO oc:k Mlh vaoue sliou!d be Silo....., separ.,tely Sul:abre OOO"s I '01915teri Of thofizo:d s.gnatory ihe Sloe¥: pos1t.on ate to be mau'lta-ne< 1nvanably OJtaln complete partiQJ!ars 0: sroc.s. deblon along ot ts·anc:ng vmgs l..llne$ ae ' y cov fKJ by tt'.e vaof $eCU ty 8l un<lPuro 11 be ow de!btor e 3!l'lOU"'' I:O<t :Wo d OkC:,,!I dr1M :s.e: Po tyVMe s sNI bo submit!eel ... Debt$ Further lhu levlll of Cr • • <:On D rorAl'&F¥1atl0f 6 lnvntmel\l tPI Ltu ' 6lroctQr . . , I} 'r /..:d. - 1('2) STOCK STl\ '' ma111et <'ax;; I H<!c<t:vnblc& hypc.ll'lcc<>ted I pledged to ltl10 B4t•f rc :o bo :.IJbrn•Uuu I!'DI Oily at mon·ny ntetva s as on the last cf o :o OWlOtJ month f v.tlm0 days frOtn tre dale of stock Debls an ll! Sr ect (31 Marett)The statement snould not 1ndude S1ag1\ant Bntanoo r& •·ocks 0 a otltcw.n so a·o y n the sta omont Sales andfoJr ):lnke'tmas o;;onw The StJ'eme111 shoi.l1d bo Glgr.od by the au a: :ne fcctcxy/ DUS!l'"em'se$ The Stock Sta cmct 1 SilO ld &jd, ' ere<! ors U'5anc:e LJCs. etc It IS •n complct easentla lh<;l ·n.e hyDOt ie ed less II" • ;x.:la!ea ma•g;ns ·o oa reckoned as per \"iJiuat en nllnWmory 9 If &Iany wne the Draw. ng Power 'Y eldeo by the stoc_l(s C.IC held bV VQU f S 00 (HI th $UC ngs al'lJII OQ aius't:'d romr.· . e a.ata s fCf Eadl btll ra on a monthly b.,Sis tor COI'Ip<Jt'Jtion o! Dtll"llll9 Power aga n:St Soo Accept ..011 o er < nd abct..e the accep(e(f ktvel Will be deducted a WC:1' ...f.l..i...... "{-7. $::FUiOIT GVARANf!;S£0VER: , Pro·sh•pmMICroo.l. II any, will be ccvereo by the v.lth your exl)01h; lo lKI 101.1 ot you( cost 1f dpOIIaabl c) ECGC olfac1ols have the rl Unt! ghllb ll'lspr.Jtt the;r <:Oitslr:tered necessary b PaCJ\100 uf>der the · All too osse!s Ch!ltgod lo !lie Bani< >hould atwa:ts be fully by 111$Urii<l egofire I:Qhtrung c I commouoo an • he jo:nl oo or So:\;;s full ma•i<:ef t wtl:chl'\."er ts h gherTilt:! POlities I Ctl1."t'r l'lO{es shou!a be V3 11\leres lo Blink Tho poliao$ evem of non compiiB :ce 'he Bar.k reserves the nght tout not be txr.md to by bit to CO\er as ic!Qulted OoJ exeu:ase) to li1>.E; Ule 1r llCCOU I to be purc:n ecs out of the I! any • r tne tu ....ll!che mnrke• w:uo o: ll'le JX flc•es stJeto:d also be BottO\\tV otorr mn:ona v.Uinlso not Thi <:over per oo Of 1 Dr aN ng be a'.olable on unp11id S\O resoe-only '"

 


9. lNSgECTIQ . the factory I bus.no5S pcemr&es Where the premrses to elfeci frcm the LeSSO{ o oc elltended to the Bani<'s olfidals Nec.!ssary stePS potnted out by the Ban ·s officials The shall be SVbJI!Gt to a •lby ban!(s from time to time The fee shal I I. OF INVENTORY: ITEM I La'lded cos1 "e e value I s-.:es Ta... Material packing d Sj)llre r aocf F.nisned 12. SECURITY DQCUMENTS a Suppemel'ltal Agreement ofLo:ln -Hypolhecatton e Agreement e Sank R.Rrd.LOM_:Not Applicable. The fcllov.;ng. Terms and Condil:onJ. amol\gjlt «hers, shallapply tn respect ot Open Facthly If any sanctioned to you'by too 83n l(lrm lltt IOIIOwtng gtmu.ne commef'C\81 purpos ts 10 hne Uni\ • The loan ha:. oo.:n C00$1d re:J lor t Wll" the regular busi!'t!SS act ·•.t)' of trh? a) Loan 1.• 1 " toi!OWIM 'Se ll'•tY dOCuments sllall be &lt'aCI.IIed oy you and the Guaranlcv Guarante b. c al'y utt\>]f. oocu•nents.may be reqUired by th TO BE VA( UEO AT l irvoic plus Cvstoms Duty bli! <!'XClud·ng and demurrago.an)') 0!matl<et pnce. •tlfl!chover Is 10\!tef lncl.geJIOUS Rllw e ma:ena :.. cc;n L mab stores n Serm Fmiiheo GOG(!, filrodllttlon Gooos Wl'llct\eller or Sailing Price or rnarl<et prtce or Govl tS the lowt!Sl Cost cT C(Jntrolled rates Invoice pnoo or narl\et pnc:e or Go\'l oonlrolieo pr.ce, .,.,.mctle er 1s me kw.t!SI mpolled Raw Matenal If VALUATION _ stock 10 STOCK AUDIT; Accouns ,,)th e p.;sure above Rs 1 00 crore 0111pad &took <h!dlto• as per the ha"lk's guidelines oeborne Dy !he bo.trowe• mect•al tf any requ•rec in condvGting a1o 10 bG cost to bG oern·t>ttod in The Bank's oHfCl<lls /Inspectors are tht: as and whe"rerw•re<:llo •n::pett locks I ooot.s r eQufpment the -are leased I hued noocr.aary appro·roi$ are lObe obla1n\lif All .stance t ,,nd complot•ng S .<ch 1napecbons :>tnoothly la en 10 rec.'ttfy any shoncomlngs. If 81'1)1. cr suttJ mspechons Shall oa borne by yov

 


from ma date s to be wailea WJl!'l1n 2 montt'<s sanc110oI avatled e. ut, only parlidllt ch'CI•Ied & uui!Ud ""'thin <Ill portion or tl'le ,,mn, e.-1se may bu, w•lllapse and.shall,therefore. !'lOt be dlsbur$Sd that •Nould be d>$1:lur500 ' '11 not e•ueo the overall l•mtt sanct.on :o ttt.s ratoM.y and mu llple Witndrowals also ba permltlt!O of u.mctJon d•stlut5al under ll'·fao ty s.anclion anlllelease_shall be subject to SCNtrny of baste as. an rndtvlelual loan or tlmlt for o of ;epa:;men·\W-1 cornm<mce from tne date of tno fire!dro• down for ear.:h oul>-lunrt loan o:sburana mabe cfof'e on a momllend I calendar quarter end etc In stipulate the mta'·"t:Ol$ ro. each . re-arrangil'g or re-schedul:ng the repayment Shall not GXl»Cid .. n·o·Loao-cum-Hypot"te tOn T'-'t.rnary securtty s1'1illl be typothecarton or lha mach111ery purc.l'last.'d cut or 1M serurL'y sflaP be i) •11 ForAf&F ln lmedntoIPI 7 -OI'lil= -::to-r-'..__ '-·- • '" u Umi:ed k) J) l) sha n be ntellfe Ofl re"'..etpt of a wnuon requE•CJttrom Tnl! safaCihly i of 931'1lll•Dfl)II the limits .ere not liud' or 1maNns from the date of sanctoo. the hmll 01' unutllized cj d e gJ The otat amovnt unda curr<#nct e . y0<.1 w•ll'ltn tM cu1roncy of finaoocillnformaltcn The Bunk sn 11 b-.: free t.. lre.'llc< cl' :J•wur::.emem accounung 01' 0"1other purpo<>es The peuo or loan in the f{n:!fity Tile Ball< rna:; -.ltib :ogethilr tne repaymar.1 of liTe "lSSalmenta of1llff.:;e<:t st tHt!TiilS or cP'Ie repayment h) the event of muJ •ple dsb\lfSSIS Bani< shall purpos<i e:f dra,·....J AI the end or che currency of sanction the Bonk may combine and constrtulo: a!l Sl.Jl> lirr.ts 01 loans as 011.ltm•t C" loan by ,cl)t!Cuh1s tn suc:n 11 manrw r tho! thl) m;ninurrn pe110d of repa\lment NA penod The !ett.:rs I:MC113f19UO oet.. -eell tl'le Ban;; ano au shall lorm an 1ntegral pan of tne (e.cur,ty dO:WmCtll$ and sllaH b<i aMtt.lled to the Gene1a1 Agreoment ror Term Lean Agree Open Term Loan and 'he collateral only wnhro the may currency or bl

 


li_MS& CONDITIONS ANNJ:XUfiEB completton or seo1.1rity docvmentntion Mel fltoes 1n resp.:clof mortgage cceat· I eens1on In respect of compan•e$ 11\ addition to these :wo requiremerns.. arge to be filed with the Reglsllat ol a cl\atge favour or 'hBal'll< tile of Dra\ iog PO' >'!!' e basiS the right to e am,ne at all limos the Untt's ooc o;i of account and !'he Bani<. Will by lht­ to howe faclones I omees f from t1me lo and I or tochntcot orod I or tne Banand + 8:1nl<'$ chole& uossotveo , reconsti\uled wtU ut oblalntng Ba!11.s appro1al in \\Pttng Post-lacto .; pproval of reconstjtut1on I dissolulion 1 ot be accorded nor d>ssotubon , released m vmtn'lg recui\SIIUJ!JOOI!I bonlliond records whtch should cor ctfy refle l tMir flnar!Qal po!i;!lon al'ld sccpoo1 ol shOOid $uoout aist•putatad QEI prescnbed by the Bani< The Uf\11 slloukl :;t;!ff as andWhltr' fGr s of nc<:o onts fqr the lospeclion 11 Tile al flnancoa! sta!&I'Mflls w•thln one montl'l ,au<1oted hnane.or aretn .!s w.t •n three from tne dae or elC$\Jre of me The (ttrl'l!l!!lubro!ltedlo the Sakis Tax und Income Ta> shoUld alSO bl< S ICfTht OO IO tile Btmi< Un t !UlotJk:l enttre foreign & change bwmess tc oom;nee on the Board of Otlt!dOrs appointmg bt the proprietor f patlners snoutd ·tndra.vn ®frog ll'le ouu r of advanc;e lt>e tne lormahlie!$ wrlhlegard to creation ola chstge II' favour c>l the Bar.w.thtn a penod of month$ from me dare of this ,, ou111:n dir.gs enl1aiJCL;,:f c' or Orawmg P er t;y w lhOut any rerruence to the Untt te happening of any e -ent l· to ha e ness am:! the remedl3 meMI.IA)l! tarn tC\II'n$14nces adversoly alfectlf\9 l ram11y I eubsld>ary . rot.<p y anY' creditor aga1nst tlw said Llm!too l.:lr rt aa ooncem$ The Un1t should keeo tht> 8an1< •nformed of any Ct tne ftnanoa 00511ton o'thHr s· !er I assoetate 1 11' wll•Ch •lh'""" ;ted •ncllldmg any &ollon fal<en u Un'.IS lil(lally or oli"'!!l\'1156 It elf t.l or roooct.on an t., .nterest oo con,.Jefed lOt& 20% 01' bOth . .·.u rne Utllt soovld .eepthe Ban jnformed of o aubs\Jlnuat .e!f&GI on 111e r pr" ftll> or ht. tn1regard tv.o lette:r an In Ol!So Jl our 1 dtrecws nvot oo '" ·t e tlu:>J ess IJM falls. to complete The l..'aptlo not be . IJ ol liS h) The Sank ,,,u lla'tt' the .opt en or the Un1!to too•· .:..tt<:"r 11m1.:r.as1,5 businaslhcludlng ()Oflhne llle•r 'Tile tJS 91 aulhonties momns cmd c:alloJcJ or Bank Unu should subm.l pt01r.SIOn n!u'IO yea· OJ>Clf3llons end e) The Unit stlovl1n1a1nta•n adeQUilte tn:er.<ais sucn >l&lemento; as may llroduce boo If the W•ll pr•or lime e)lp;;ru; hae the Unot s showroorm mspected l)fftclaiS '>f or oual•ft&d a ·tors l1\811sgtlffletllt'l;i ;tta• tis dr other PT1t!S¢ns of th dl Tt>e un.l no: sno.. l(l U1e elusl!ng sliall guarantors be effected ''"thou! pnor approval bQ Cl comput;1d Oraw•ngs •n the al •fll be rt gulateo on 1n as per li1P latest StoCk Stato nt cl In al Dlsbursemenl Wtll be made only alter prescnbed penod' for crealing Cqmpan es·Mlhln

 


he f<rst dlat'ge on the profi!s of 1h"' \J-'rt IO'h atepaym :mt olrnstatments under Term Loans saoebon\ld I OPGs executeQ bthe Bal'lk or oiher repayment obfigations,Interest end any other Tne partners d·rettom slloUid withdtaw lhe p<or•ls earned In 111.. bus.ness I capital invested 1n1business wrtl'lool meetmg tile payable tn the case of Compan.es o .•oond shoulo be o only friends, arid t or frorn 01ny olhef soorco shoulo not lXI Withdrawn I repaid duMg Iitle currency of the Ban Sultabk stamped from 1110 Urut and Wrthdrawal' etters depositors shoutd be subm•ned to this effec.t tet the Bank ltom lw < yecl prom•ne>•h> the maQ'Imr:r. p,:>Og!:J 1 l)y thecaled 10 ll'le Bon!< premases .·..tle<e t.he use!•hould also be dl&play'OO .n tMUo.t .e 1tots of olle d&ads ,POssess a markotable lll!e 10 !he proper es propO&OO 111 be legafly I equitably mortgaged 1n of the Banks solicrtors I advocates Furtne1 the favour o'the Sa'l. to the sa!Jsfact;Qn and " t11qured at JOU',.1 oropelttes tees stamo outy reg•straloOo ""c.: oonnea10t1 wan 11\e crore and above, Frnarn:lat FoiJow·up o.t S) Repott (FFR 11 s.l'lou!CI be suor111tt6!i a!q< arlerty 111tervats with,, woolo.$/42 days) clos._ of r at!l.>e qt;V.lltFFR II \llalf·:tearly Opttn.o tmg S:.lh:ment) n 8 \01eek5 (55 days) from the close of the ., statements wt be constC\Je(l as r.on­ relllti\'C h< 't·j' ar Non-ubm l'i 11 A cnerge cf Rs.21469.00!-({) oranch alfollons, hence. Rs 128814.00f-) Will be im\tl); allocalecl to othot bl1tot:lhe5 of ll1u 1&111ed per allocabon of procerw rcspe,tcr c:reu\.on t..,.teosten of Equllabl& Mortgage I of Rs.57, 250/-will be levied xpenses along With ST thereon @ 14 50":4 Rs .2001-pa 400/-subj ct to a WC::, cr itl Rs_ZJ.94.000/-\\.II be Cll:l!Qd annually or at lhe Ume o!renewal lOan sanctioned will be cl'!atnt:d lrl )It tile below SB·10. the nSI< 1'3bng will od hAif·y '"'Y 1"" Unot should prov•dv <'!Oee$$ll') to feol'ltOII.: s-Jth a r w lr• for want of sucll onlcrmatlon.the tsk rat•ng ·.v•ll a...tomati.;altv sp by one step. the 3liovc Iot•c-s-17/09/2016 Tho Ul'llt ::s; one montlnlefota the dU•· dale '"'....". ' "--') • . • Fot.41aFinatlco & I · -· i'V·:--<, n lnlE'OI•w ,, ..J . !li·J''Il For A <k M ,. -,-..._e..._""D"lr lo-t-')/, /, ti• Co:r. •,;!._! ,1. trhlrid u '} ,, .... . . ""'-=--rI ".....,....._:_\... OlreeL ' ...._ · vt.o(; ,._. .,_...A-..,. ..-r.. '" requl!'ed to 1. lnfc; rnnt•on be Cr0011 Rattng awarc:IOO to tile Urnt os •ovra...· me ab6V >oo of 1\alf..yearl)' re> ;eW Nt:.lrc.olte..u, l c;.f fDCI 'SObmrt fmaJ - . - .J ,? IS due oo whlcl'levor ill R$ 80.00 of hm11S tolal char es ol 0.2(1925% trlwr Upfrl.lnt rea at In!.' ra'e o!_NA._ <JI •espth.'t o ' Tt!fm lean Of \) Pfoo:nong Actual m·n101Urn of ,. Rs 1nsp 1on chafges 11, v) ottered n respeet u) Ba1k In iJS co a eral!M;Cilt<ly to 111e B.aro a charge Drarn:h on raspeclor l should Si ad F) sttld A'l'J 1e1"1 <!t,::c!lsuch IIi> a SOliCitors I ao ;ocare·s <ha<g -s. a•1<! oun:r netuentol O.ApeOses mcurred n t.hOukl be IJOr06 by tile Un•t In rllSpeCl ot \ '119 Cl!prtal Llmtls !rom tr · be s..om.ttea a:na f·yeart1rnt':!rvats v ,,th• ,;:;.on of t ce,· : co.ml)l•.am:..,. 01 ne Rs 1 'VI clear a owte arw should :n Of ;::iflr.:ed on and f or tn the p, The Biins name board " ,. obe J machint!li me installed and a · to! suc:h The Uf)lt and olhDf are (0 be •.,181u <;;! as the 'No ; s ad·,anC(­ l relatiVes mstalment{s) llOI propnetor ! undel' tnc Ten-Ula., 3".er me : r.g •lle'-tne B>'lP"-All of dtposlts from tll rr10nayli m<sed '0)' ,VJ.y lllttora of undo!Wkitlg n) m) After accountJog for prov· s•on !Bxallon. (0(1111! Sank wt1\8 1! t dues kom the Unll to tt1t-Banh

 


In rf PQCI of Torrn l rate Interest is payable ui1C£or !lie lollowmg :.>o Advomo dev a•1011 by nto u lh«., st:puiateo e Cur ol tile toll:m ng TOL I TNW tams (•) and w) tMest Co\"efage RallO n o In ro)<"..pcct cf oc emcs SUChSwarotga·Crec>! Card. etc the fsCII.1y be covet'CO under 'ollowng !em'$ are applicab!" • passec m 3 or [l">e Soa'O ing ES sa ed Dy the &11i1 attd a duly "rt.lied O•troct lo be Sut>m :·to lhe rne to)(!o-.o ng lur :r.e • Aec.eptance Terrns & Cond.tions of th<J acUol;es 'lllt1tlloooo to :.ne Compan1 or 0rectors I Au;hortsed S gnalory 10 e CJCU:lhe • Kecurtly doturrunllex avalltng the crerlu fao lt&S SS!IC(lOI)e<f IO lM Olr ors f Autoo ed Stgna!ory for filing llw 'fl t-orrn 6 atd 13 w!lh lfle Registrar o cBnu.ntr!llnu u ctlarge over rne astel$ of tile Company II Seat on :'>e sewr•ty au!hentlcatttstJd1 affi lion l thor•tv !O O.'ief thelf P;;rsonal Gl.'1Jran!oo • Corpor •o Gv<> af' til111 favt 1 o' the Ban f01 y • Cro;t oo of '"''on the assets <1flhe Ct>ITIJ)any in fa ur Jlle Cted f CiLU<!s sa '<to 'I eJ l" hCompany In respect e' the 1lm•5 • regoS ered w:m tne Reg;War d o llilln St> daf$ from the dil:e eo( ''.)O Od !dO<! COpies of Fcmt 8 and F':lml 13 !oge:hef W'U\ f'lleetpl ShOOid "J''t!!a\1 .-,lh The Cettf'Ca!e of Reg Stra'JQO to &;S forwr e -ty records !S !» of docurr.e dt l the assets o oorem sflould t be Sii Compan;es bo 1t1 teasonab!.: ·me procf to tlte Sa "\' of to tne C:lmp,an, >OI" or the cred 1 ' Rt';QUcM g It II ouarartors anel!onoa to the Compa< A•r Alii oo of tnc Cont!Ji1ny·s Cctnmt!n and v .. 111r19 of i to dOC\orllente f Cornpanio;; far .r, fU'V<Iut ol 1110 ta•1our or Au• Ill) ' md d lt:t nll!nla A o •llortt)' 10 lavour Cotnvany creot l ol o• Dllet«lfS o1 A rosol llon to b meetmg Company for avail t'-cr!l(l<t raCII.t C BarThe resollitJOO SNltlld CO!llaln P3ftJCular& tne bb) n a Compony bc!f19 the borro-:. ·.lhe c:IM! •' should aa the Group lnsura:Jee Scheme (u) from c.>nt RaiJO l lrl rost ol an> tM) Cl ttcrcst/ nstalmer.t,; nt of at Nor: m b) CRoss ese• of OliOS enhanced 1:1rournstanoos lJ

 


faeil1l)n. the Guamn\o''( • structure Implement anscheme of I reno11a11on or acqusre any riXed suc{t whsCll afreaoy ank • • •e 3ny schetne of amalgarnalion or reclll\Stru<:Uon. lend or advanrunds to or plate de ·rs assoc;ate I family I subSKJiaJYgI roup curs\f tna e e: "' olld d or • • beHalf of any olrser person t out of Pt'ofsts • that after psov<sooos and prov!Cied furtl'ler th;tt no delault • • thetr setup • the guar3rstora whoa& gua•anlho•te been by the Banlt t s:t•pula' -:r charge • tonc:umbr.lf1eo -ovcr tne aS!Oe!S anC1 propertieS of 1t1e Una ci\Ng' cnarged to 11'1e 8a11'K •'1 1 firm • dispose an)• • tn<ln the &ala of pr..oduce arn>lllQ • r airoooy lO th.s Mtaet subm•lted to Numoor each Bortov.Of (C1N)•n the componl Pa .spof1'!WfT'bel' nlld mner -dutas!s li'ICludlf"lli photocol)Jet· :""" Dnd """',.,.., • or o11 1\ e legal he1rs olBorrowi!r nd Gu'ftarnors ' C'•tatls occupah<lnS "'il:, and a..:lOrllSSI)S. I l.oca\101'1 ( 5JitHT1;,p !){ lffimoYiihiO !)I'Opor!le$ VlllM -'' IV G 111 aoc I Gua aiiiO( r>er 11aswnt Aet:cunl (PAN) at CofJlO(a:e tdent•Y !'l Jrobar Cllse of 3Clf-art<l 'u:l pnc I09f',IP!'I!lOl IJ\e 13orJOV,\tf U1e Bam· <lOl:Vment" are !o berumrshed I a.c) Tre foOo,..•ng J,>artsctolllrs opeoiW, tne deta. ts thereof gsYVI'I to the Ban;.; O >&n ilrf'/ n<:C"...UI't wurs an./he o<nIt •S •'b£' gr11&n m o•a!el·;and a c:onlirmallOn Unde ta!<.: 3ny uaa.ng 9ct•v•ty other own manulactun!'g I tradlllg operatJGM oot of •t& of the hxed asr. :s orr Sell. a!>Sr •n, rr"Grlgage or otherw•se cMrgoo to the Bani< favo1,1r c or pessoo ar y fvrth ben or I Guata otco b e :m1 other bdnk.. Plnanclallns!ituloon. C.reate Effect any c:haogo •n IN.> remuneta•fon p.a abte to the OifectOl'S I Partnen> e1c tLc.r m t•tt IO!'Ill 01 S•lttrst! f*r.or olhe<\vose P ':i •JU;:m to ;r !e;.> comm,f>S<on 1 rurnosncd fo he-·"<<· mns5anctloi'IOO mMagemer1t Elfect drt'/ arast•c Gllange m Yf!'¥ refatu'g lO Oetl3ra CIMdends rcr a·1Y •ear exl:ep rnaJcsng at.dt.<: a:l(J m:cessary l'lao o :curreo In ar>y repayrr.•trlt otWg Uons f11m or eomparty Un<:lliftllke gut rantl!e ob!JgaUOrls on unsecured w.th My nor rn t aeposlls tn Invest t:y way or share oapiiQIor v.i\11 any ott'!ef concern. sncludsng Sil er I concerr•s How;:.ver rl(lrr •a' trade C'I'Cd•t or courtXt cll>u!iuse r. or l!U anto omployeoe can b E111er s.r_. bOrrowing nrr<>ngemenls e:ther seture othef W,rF; srancsal !ns!.tutson company ot I)IH'$On Formula have toct1ernes elq)aASion tMa<" ge sn mo Un•l's i:i!P•tas mademcznuon d111erssf1Catiort 1 assets dultflS any atCtJunung y :c;r e cept f p provod oy the Effocl any lU not Un:t I ab) Dunnq tt>e" c;,f lh!! Bank's cred\1 ,;,thQ\ItthG & " s pr or 1 mussson •n wr llng

 


ad) OTHER CRITICAL COVENANTS: the ""d'ted 1Man=1 st;>tvmem as on 31 2015 ln'OSI O) 31 10 2015 '"' mg when penalonterest @1% Win be kMed for the t thlt 'nat a\J!Jlted linancials. maJor parameters Ll<o COmpon>• to C!llluro thllt ules PBT/$a'os PAT TNW TOl./l'M\', Current Ra:o etc stiOuld 1'10( <18\'18! .gures Company b close account mallltallleO wtth A• s Bank latt>St by 3 , 2015 Compa y to subm1 C\Jrrent accooo:Slat ls of HDFC a!ld '• The $0les rou!e<:t II'! a v ao.::ounts nl<. ana HDFC Ba es of lhe Company w suDm I qu i ng to the Bar:" o· tn stoc:lt IT'a ·eMutua. F!Jilds NBFC, lCD,reales:ate Vi15 101 undenal\10•: WID be giVen t;y the company 1!lat oll co-.onoma llte I uy lhc Poll\11101"1 ControlBoard are I Nillbe cotnpi1ed With Stopulnt vut A seP«r iiiE' undenat<'ng \viii be g.ven by the co-npany as wei as by tllC.l th:Jt no eons>Ot lat on wtlether bway or comm.s 100. btoorJge &s or ally otllor lorm d br the farmer cr recehteo by thu lallor <J ruttJy or IIV.frte o'lly '' lnterr.hnngent dlly bu!ween lund-based and non-fUnd based llmtts Pl!f 5% oltotalumus.le Rs 4 00 or tt,.. n, x xl on all01'1&d 111 service cliar es lor lssQ,aoce of BMI< Guarantee ftnanctot Covol)ants· P· ramotor Covonanl dotall "l tNW 1 •li 3-2016 'rOL 31·03-2016 31..()3-2016 31-03-2016 PBOIT/1• 499 Details of llm•ts to other branches islin1JProposed coo 0.<0040 040 040 040 050 0.50 04:l 1.90 2.70 Cttntre and Ex 060 alloc tbd st 1 1 · 1 51 l Aa n:w CYrrent Rat.:> Ta rget date -31-0 e t nt ol <, contu&& nt•'"'d to vu 1110 VI rna nta n.:o Wllh I CICI year tnr01.gn tne current sa should no: ex 011013 rt on CtCI aa Ill by more ll\nn 15 from the prov;s.ooalt !he c:urret: qaarterty ba rs The co pany oo•o sector tf ani' A IN!p;)l gunr; nto s te would pai '" II penoa ol 03 ..on nv to sub !lit a

 


Ocr cabltChars - ---------------------,--------I Existing Rate Card ra te Proposed rate Extent or tTEM I .2394.000f-n SG-75%J n· 0 2S% ul!•satton· utitisalion. 0.25% I ..IIulll 4i'lf I utllllla on 0 50%j less than 50 "'o SO%!on I mmiSSlon R<;lcomml$'5100 ommi25 - :Uoto 5 crOfo.pto Rs 5 Uoto Rs 5 crore I 1 !:"d upto land Rs t O cr I , mu11muml .a. ajloca!JOnot+ST f:)l' aloca110f1 for 7 branches 1 s per Ot 0 pr()perttes. Rs cl'larges ana Max ore! of S. 1 onlyJ rec:ltlli9 f..S'-3 , 500tlt-per recl\ Charge 975% p a 10 cr • - 1f bi!\lf.lt!en nMtmun' ltrn;l 1Qrcha es-=-----4---4 1 concession ('Yo) j Proce$S111g fee 0.225% of entire 0.399'4 of enure wo1:1<11g p1tal 0 29925% of 25-· •"Ork.og entire wo!llln£l capital.1 e. Rs Comrlll!me.n • Betw-een utilisatio 50-75% ·.'"en 50-75 j9etwee NA rhargl's _ 0 25% on onutillz..."d limit on unuttl•limit, Less than 50 'i. Less tnal'l50 ulthsat:on 0 50% on Ul\Ultf•zed hm11 ul•1 •s.all<>!l 0 on un11111JZ&d llmll. \ 26% .l.nlmum,M1nim\JII'I Mtnlmum - 1500 1 !Rs 600+STt-s 6001· I 1 575 % p a!Cte • 2 20 11 65 • <Wtl Rs 5 a - seNM:e talC .P-8 •se•!Qi !all llf'lci uptO Rs Rs 5 cr jAbove Rs.5 cr uptc 'bovo R10 t;rSO%p.a + ST Jl425%p.a. • so 0.975 % p a e Rs 10 ax 16(J%p a +ST \Above Rs 10 Cf 1 20II +ST. /lntetcllangeabl'i10 01c' lho l,m:t 10 01. of tne;Rs 4000f-ITt !(. Hs · Of·•: mawRg 2.0001-m11 . R25 0001-50 0001·1 Ntl lllmrtAJTocatton Rs 150001-pa.Rs2500Ql-pa Rs 150?8200/· 1'"''tto eacl"lol hrnlts· to e 1 tlfanctlbranch. o·tv FarFor'-:!r.::S""QI',-,..,.,U.-..L.."R"-s-::51==-:,2"'50'='"'00i,-·-;---Nt:-l f11arg s 11ovct Rs !1 Cf Rs !i cr +Rs 5000.00Sf M>lle Rs 1145C<ll· · applttable for al 1Beyond5. :[eel!;llt, to b-recowettiO. ;ntaxirllUrn f .o 000 I j 25 .J,AbOI:e fat :Mm Rs 50 OOOijf 2.5 COOf.j,.ST Abovej FBI,orr IS IRs .f.1 cr lp 10Aoovt IQ % unutr:. ed lim11 I % lillllt jon % c-ap•tal

 


Notvlltnstandmg anything cootaul!.'d here.nabovo. we CO!'fitm that to cancel the hmlts (either full)' or parMlly) the loan accoll'\ts tn any manner whatsoever and'or or cy ma:v; se pvbttsh or disClosed granters ro1se arry d•si)Ute >'lhatsoever 10 thai behalf Compar.y under1ake:> tllat (lone cf 11s directors iS the director r clabon <1f a dtrector of a banlli(lg company ._ • ------ ----P;qc I••I lfl or speciftoo nc:ar (C)· •r• C3ae or non-complllltlof forms an<! CO lcllt•ons or sanctton nl) Tnt-Cred•t lt> 1otmahon Bwoau (India) Ud any otherlilUihorizeo process. lutnt5h for con aratlon or olhef\•nse the mform a tlon to olher credrt and I or data or productprepared by lhem to any pe:son and and conflfms :hal th" Sorrower{s) sh<Jfl not In a11respec:ts and 1:> all tntel'lls ag· The {b) tn car-e o'oetHiorotton '" (a) tn case tne lur.ttslpan ot the limits are not uttlazed ey us anQ!or N!.,.tng a.greeo the Ba""-reserve$ absolute right u.ICO'Y.i•t•ona'') ..11thout pnor noUcij ae)

 


1n lhst bohalf on ___. th"iihRri.f of D1recloR> pnsSJ.?d Shri

 



Exhibit 4.24

 

e-Stamp lN-DL95545413329646P ;'i-,Jun-201710:57 AM 'i';iPACC CV)/ dl839103/ DELHI/ DL-DLH :Ci) '31N-DLDL8391 0392002884994209P' !!\TRA Oi'-IUNE f'VT LTO \riicle 5 General Agreement ''Jot Applicable , Certificate No, Certificate Issued Date Account Refere1 1ce Unique Doc, Refecence Purchased by Description of Document Property Description , Consideration Price (Rs,) (Zero) YATHA ONLINE F'VT LTD , !Ci BA :f< LTD - : 'lA U-ILINic: 'VT LTD First Party Second Party SL1mp Duty Paid By Stamp Duty Arnount(Rs,) iii1ree Hundred only) 0 lL .: ;,· Nrite or type below this line. . ------.------------------------•• _ ."'Q. • ,.E'!! :::; For Yatra Online Private Limited For Yatra Online Private Limited :Yl \ Authorised Stgnatory ' ::;uu;r,..-:,·P,I.·,.· 1. '''·' ,,,v(;r,, ,.• ·-'' 1q;s " ' ··\'·"I··: ··'·r:il':':'i'l"-·Jl c•J;;·-" ;,ny discre,x n,:y if1 the det<Jils on th1s Certincate and as C<<rtifica!e sho,-:.' it i;v, i"i. '2. T.1e 1:.1dS c.: dlt ;,.ingthe 1e 1i\lmacy 1c, or: th•c: uc· r:o; ·' .;.,.:t::;r_;r:t •

 


INDIA NON JUDICIAL e-Stamp Certificate No. Certificate Issued Date Account Reference Unique Doc. Reference Purchased by Description of Document Property Description Consideration Price (Rs.) IN-DL95590995421210P 21-Jun-2017 11:55 AM IMPACC (IV)/ dl775903/ DELHJI DL-DLH SUBIN-DLDL77590392102595989903P YATRA ONLINE PVT LTD Article 5 General Agreement Not Applicable 0 (Zero) YATRA ONLINE PVT LTD ICICI BANK LTD YATRA ONLINE PVT LTD 200 (Two Hundred only) First Party Second Party Stamp Duty Paid By Stamp Duty Amount(Rs.) 0 lL .., ....•._ .. .•.. •• ••• .•• .••• ..Please write or type below this line.• .• . . ••. ... 2. ._ ·-..., fJJ.lj. paAr !I r (lAM.JWMf + 't..ANvt'H..uJ. f et Yan.o.-txuM1JJJ JuJ:;w (}UMJ..z·"'/2..-olr o k IGtu ta..-..k hJ.tvtt'h.PJ .c :; <{ \ i For Yatra Online Private Limited For Yatra Online Private Limited y') VY A orised Signatory < / '"'" '""' Statutory Alert: 1. The authenticity of this Stamp Certificate should be verified at "www.shcilestamp.com". Any discrepancy in the details on this Certificate and as available on the website renders it invalid.

 


-----------···-----------------• WORKING CAPITAl EACIIIT'( AGREEMENT This Working Capital Facility Agreement made on the 22"' day of June 2017 at Gurgaon set out in 5I between the Borrower named in 5I, which expression shall, unless it be repugnant to the subject or context, include its successors and permitted assigns of the ONE PART AND ICICI 13ANK:IIMITED,a company within the meaning of the Compa-llies Act, 2013 and a banking company within the meaning of Section S(c) of the Banking Regulation Act, 1949 and having its registered office at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, Gujarat and corporate office at ICICI Bank Towers, Bandra Kurla Complex, Mumbai 400 051, Maharashtra and amongst others, a branch I office at the place specified in 5I (the "13 ', which expression shall, unless it be repugnant to the subject or context, include its successors and assigns) of the OTHER PART. I I I I I For Yatra Onlin For Yatra Online Private Limited ""'1" ::,E - Borrower Bank .. IS052017.Vl

 


;--- ---ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Facility Agreement (as defined hereinafter), unless there is anything repugnant to the subject or context thereof, the expressions listed below shall have the following meanings: "BD"1J" means a day on which the relevant office of the Bank specified in Schedule I, or such other office as may be notified by the Bank to the Borrower, is open for normal business transactions. "CA-e.c.IM-AvvOM{}LeATw" or "CAL" means a letter as of the date specified in Schedule I issued by the Bank to the Borrower granting/extending the Facilities to the Borrower. The expression "CAL" shall include allamendments to the CAL and renewal CALs. "CA-e.c.IM-RAaeM.CAJ" shall mean and refer to the domestic credit rating agencies such as CRISIL Limited, FITCH India and ICRA Limited and internationalcredit rating agencies such as Fitch, Moodys and Standard 8: Poor's and such other credit rating agencies identified and/or recognized by RBI from time to time. "DvPowe.v" in connection with the relevant Facilities, means the extent to which the Borrower may make drawals from time to time under each of such Facilities upto the amount of the respective Limits but not exceeding the value of the current assets, if any, provided as security to the Bank for such of the Facilities as drawn by the Borrower less the corresponding Margin. "D.u.. DM<{.0" means the date(s) on which any amounts in respect of the Facilities including principal, interest or other monies, fall due in terms of the Transaction Documents "FAgv' means this Working Capital Facility Agreement together with all:Jits schedules, annexures and CAL and shall include any amendments thereto. e» {j I !r .._:s:s ·;s ·!l..E: "FEDAI" means Foreign Exchange Dealers Association of India. :S Q) "Ci' means the goods described in the relevant Transaction Documents. "1"'-CVe.o.;.ed.-Ccyfj)' means: . (i) a reduction in the rate of return from the Facilities or on the Bank's overall capi'al (including as a result of any reduction in the rate of return on capital brought about :§y u... more capitalbeing required to be allocated by the Bank); (ii) any additional or increased cost including provisioning as may be required under or as may be set out in RBI regulations or any other such regulations from time to time; or a reduction of any amount due and payable under the Transaction Documents; (iii) which is suffered by the Bank to the extent that it is attributable to the undertaking, funding or performance by the Borrower of any of its obligations under the Transaction Documents. "I· means any indebtedness (whether actual or contingent) of the Borrower at any time for or in respect of monies borrowed, contracted or raised (whether or not for cash consideration) or liabilities (whether actual or contingent) contracted by whatever means (including under guarantees, assumption of financial obligations, indemnities, derivative transactions, acceptances, credits, deposits, debentures, hire-purchase and leasing). ForYAatra'O'n"lin'e"P"riv"ate Limited ,,,.lra_r_y B_o-rr_o_w_e_r ,,-----B-a-nk---------, 2

 


C<n).eJ' means the Insolvency and Bankruptcy Code, 2016, "I6 including all amendments and replacements made thereto and all rules and regulations framed thereunder. "JVI WJ., At0<-v.s-e-Effe-of' means the effect or consequence of any event or circumstance which is or is likely to be: (i) adverse to the ability of the Borrower or any person to perform or comply with any of their respective obligations under the Transaction Documents in accordance with their respective terms; or (ii) prejudicial to any of the businesses, operations or financial condition of the Borrower or its project(s) or of any person who is party to any of the Transaction Documents. "O or" means any or each of the Borrower, and any other person providing Security, guarantee or any contractualcomfort in respect of the Facility. "P<M"poj-<J' means the purpose(s) for which the Facilities have been availed of by the Borrower from the Bank and as more particularly specified in the CAL. "RBI" means the Reserve Bank of India. "SWIFT" means Society for World Wide International Financial Telecommunications, which expression shall include its successors and assigns. "TvD' include this Facility Agreement, the CAL, all other agreements, instruments, undertakings, indentures, deeds, writings and other documents whether financing, security, in the course of trade or otherwise executed or entered into, or to be executed or entered into, by the Borrower or as the case may be, any other person, in relation, or pertaining, to the transactions contemplated by, or under the Facility Agreement or Transacti(jj!. 1:' .8 -·E :::i Documents, and each such Transaction Documents as amended from time to time. i _1 ;;;' C0i5> 1.2 INTERPRETATION "* & (]) "0 · In the Facility Agreement, unless the contrary intention appears: (i) -n 0 (a) a reference to: 0 an agreement I document I undertaking I deed I instrument I indenture I writin!lo includes all amendments made thereto from time to time as also all schedules\i; >-annexures and appendices thereto; . . "amendment" includes a supplement, 0 modification, novation, replacement or reLL enactment and "amended" is to be construed accordingly; "assets" include all properties whatsoever, both present and future, (whether tangible, .intangible or otherwise), including but not limited to, Intellectual Property Rights, investments (held directly or indirectly), cash·flows, revenues, receivables rights, benefits, interests and title of every description; uauthorisation" includes an authorisation, consent, clearance, approval, permission, resolution, license, exemption, filing and registration; For Yatra Online Private Limited "'"''"''""'ro-ry B_o_r_ro_w_e_rr--------B-a_n_k , 3 ====;;,o=····..

 


"borrower" includes, as the context may permit or require, in the case of more than one borrower, each of the borrowers; "encumbrance" includes a mortgage, charge, lien, pledge, hypothecation, security interest or any right of any description whatsoever; "law" shall mean, applicable, constitution, statute, law, rule, regulation, ordinance, judgment, order, decree, authorisation, or any published directive, guideline, notice, requirement or governmental restriction, having the force of law in any jurisdiction; and "person" includes an individual, corporation, partnership, joint venture, association of persons, trust, unincorporated organisation, government (central, state or otherwise), sovereign state or any agency, department, authority or political subdivision thereof, international organisation, agency or authority (in each case, whether or not having separate legal personality) and shall include their respective successors and assigns and in case of an individual shall include his legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees for the time being. (b)the singular includes the plural (and vice versa); , 0 (c) the headings in the Facility Agreement are inserted for convenience of reference only and are to be ignored in construing and interpreting the Facility Agreement; (d) reference to a gender shall include references to the female, male and neuter genders; (e)all approvals, perm1ssJons, consents or acceptance required from the Bank for any matter shall require the 'prior', 'written' approval, permission, consent or acceptance of the Bank; (f) reference to the words 'include' or 'including' shall be construed without limitation; (g) words and abbreviations which have well known technical, trade or commercial meaning, are used in this Facility Agreement in accordance with such meaning; (h) in the event of any disagreement or dispute between the Bank and the Borrower regarding the materiality, likelihood, or reasonableness of any matter arising out of the Transaction Documents, the opinion of the Bank shall be final and binding on the Borrower. , 0 (ii) To the extent of any inconsistency or repugnancy between the terms of the CAL and the Facility Agreement, the terms of the CAL shall prevail for all intents and purposes. For avoidance of doubt, if a wider language is used in the Facility Agreement, in respect to a stipulation which is also reflected in the CAL, a harmonious interpretation shall be adopted so that the Bank derives the benefit of the language used in the Facility Agreement. ARTICLE II TERMS OF THE FACILITIES The Borrower agrees to avail from the Bank and the Bank, at the request of the Borrower, agrees to grant I extend to the Borrower various working capital facilities upto overall limits (the "Ove-r-m Li-wWIY') in the aggregate not exceeding amounts specified in the CAL hereof, For Yatra Online Private Limited ""''s;goo<o r ----B-o-rr-ow-er------,1-----B-a-nk--------,

 


subject to the terms and conditions contained in the Transaction Documents. The aforesaid working capital facilities upto the amounts specified in the CAL are hereinafter referred to as the "Fo.cMMy" or "F ', which expression shall, as the context may permit or require, mean any or each of such Facilities, or so much thereof as may be outstanding from time to time. The Bank shall have the right to review the Facilities at periodical intervals whereupon the Facilities may be continued/cancelled/ reduced based on conduct and utilization. 2.2 The amounts upto which the Borrower can draw under each of such Facilities shall not, at any one time, exceed sums I limits (the "Li.MM-W') specified against each of such respective Facilities in the CAL. Provided, however, the aggregate amounts of all the Limits shall not at any point of time exceed the amount of the Overall Limits, utilization of which shall be within the maximum permissible bank finance limits as stipulated by the Bank from time to time. All outstanding amounts of interest, commission, discount, charges and other monies in respect of the respective Facilities, whether debited to the Account or not, shall also be included in determining the availability of the Overall Limits I respective Limits. 2.3 The Borrower agrees to comply with the terms set out in this Facility Agreement, the CAL, the schedules and annexures hereof, and other Transaction Documents. This Facility Agreement shall become binding on the Borrower and the Bank on and from the date mentioned in the Schedule I. It shall be in force till all the monies due and payable under the Transaction Documents are fully paid off by the Borrower to the Bank. Unless otherwise specified in the CAL, the Borrower shall repay the Facilities on demand to the Bank. In the event, there are more than one Borrower, each of the Borrowers shall be jointly and severally liable to the Bank for performance of all its obligations under this Facility Agreement and the Transaction Documents (including repayment of the Facility and interest thereon). The Borrower shall, as required, by the Bank open cash credit account(s) or other account(s) (the "A ', which expression shall mean any or each of such account(s), as the context may permit or require) at the branch(es) of the Bank as is specified in the CAL or the Facility Agreement or such other branch as may be intimated to the Borrower by the Bank from time to time, for availing the Facilities upto the respective Limits. The Borrower shall, as required by the Bank, maintain such margin(s) (the "fv!tW9lHJ') in respect of the Facilities as are specified in the CAL, during the subsistence of the Facilities. The Bank shall be entitled to vary the Margin and the Borrower shall thereafter be bound to maintain such revised Margin notwithstanding any Margin earlier agreed. 2.4 The Facility Agreement shall be operative for the balance due by the Borrower, from time to time, to the Bank in the Account relating to the relevant Facilities and such Account shall not be considered as closed by reason of such Account being brought to credit at any time or from time to time or of its being drawn upon to the full extent and afterwards brought to credit and the Facility Agreement will continue to be operative and unaffected until such relevant Facilities are terminated and all monies in respect thereof are repaid in full to the satisfaction of the Bank. 2.5 2.6 The Borrower shall not, without the approval of the Bank, prepay the outstanding principal amounts of the Facilities which are in the nature of loans, in full or in part, before the Due Dates. 2.7 The Borrower unconditionally agrees and undertakes to get itself rated by a Credit Rating Agency within a period of 6 (six) months from the date of CAL I renewal of the Facilities or within such period and/ or at such intervals as may be decided by the Bank, failing which the Bank shall have the right to review the applicable interest rate and/or costs, charges and expenses, whicb s'H'll be payable by the Borrower to the Bank for extending the Facilities. For Yatra Online Private Limite ART/GLE Ill v Authorised Sig[at ry tra 0nline private l.,_i,_,m.::•t:.:e:_d_--"'Bo"'r'-'ro'-'w"e'-r------/;1-----'B"'a"'nk::_ _J For Ya c=c=.=--bl . d ignai<it'i'lonlyr==="'= · c

 


TE':R/1115 OF DISBURSE/IIIENT I DRAWAL 3.1 Subject to the compliance of the terms and conditions of the Transaction Documents, the Facilities may be drawn down by the Borrower, out of the Account, from time to time or disbursed in installments. The Bank may, at the request of the Borrower, make disbursements or allow drawals under the Facilities by cheques I pay orders I electronic modes I authorisations and I or by issuance of BGs and I or LCs and I or co-acceptance I acceptance of Bills by the Bank. 3.2 The Borrower shall at all times confine the drawals out of the relevant Facilities within the respective Drawing Power unless specifically permitted by the Bank at its sole discretion. In the event of any excess drawings, all the terms and conditions of the Transaction Documents, including the benefit of the securities created shall stand extended to cover such excess drawings. The Borrower agrees that grant of such excess drawings to the Borrower shall be liable to be suspended I discontinued I revoked by the Bank without any notice to the Borrower. The Borrower shall repay all such excess drawings on demand unless otherwise specified by the Bank. 3.3 In the event any monies are remaining due and payable by the Borrower to the Bank, under the Transaction Documents, the Bank shall be entitled to reduce the availability of the amounts of the Overall Limits and I or adjust such monies against the respective available Limits and all such adjustments shall be treated as drawals by the Borrower. I I ! ARTICLE IV INTEREST, C0/111/IIIISSION, CHARCiES AND PAY/IIIENTS 4.1 The Borrower shall pay to the Bank interest, commission, discount, fees and all other charges on the amounts outstanding from time to time under the Facilities, at the rate(s), on the date(s) and in the manner specified in the CAL or as modified by the Bank from time to time. The Borrower shall reimburse all sums paid and I or expenses (including that for preservation, protection or enforcement of the Borrower's assets) incurred by or on behalf of the Bank with interest at the rate applicable to the Facilities from the date of payment till such reimbursement, within 15 (fifteen) days from the date of demand, and the Bank shall be entitled to debit the same to the relevant Account of the Borrower. The interest payable by the Borrower shall be subject to the changes based on guidelines I directive issued by RBI to banks from time to time and the consequent changes made by the Bank. I 1 I 4.2 In the event of default in payment of any amount under any of the Facilities on the Due Date(s) or in respect of excess drawings as specified in Article Ill above, the Borrower shall pay additional interest at the rate specified in the CAL ("lwft.f-e#'), on the overdue amount, from the Due Date upto the date of actual payment. The Borrower acknowledges and agrees that the AdditionalInterest is reasonable and that it represents genuine pre-estimates of . the loss expected to be incurred by the Bank in the event of non-payment of any monies by the Borrower. I 4.3 The Borrower agrees, declares and confirms that where interest is charged by the Bank at a concessional rate(s) on any of the Facilities granted by the Bank to the Borrower under any 'interest subsidy scheme' or any other similar scheme(s) formulated by the government and I or RBI and /or any other authority from time to time and in the event of the withdrawal, modification and /or variation of such scheme(s), the concessional rate(s) of interest shallstand withdrawn and the rate(s) of interest of the Bank applicable at such point of time to such Facilities shallbecome effective from the date (hereinafter referred to as the "So.i.Q., DOJ{-e}') of such withdrawal, modification and I or variation of such scheme(s) and the Bank shall become entitled to charge and the Borrower shall be liable to pay interest at such usual rate(s) from the Said Date. In case the relevant Facilities are eligible for cover under any 'guarantee scheme', I'• !. For Yatra Online Private Limited }Authorised SiJ'-'a,_,_to"'r'-'v :=_Ba,r-"ro,_,w_,_,e::_r -Jl -----'B"'a"'nk"---_j == fOQf.)'<ttca-Online_..Rrlv.ateLlrnit !J

 


the Borrower >hall bear the guarantee fee paid I to be paid in connection with such Facilities; such guarantee tee may be debited to the relevant Account and shall be treated as part of the Facilities and shall carry interest at the rate specified in the CAL. 4.4 Interest on the outstanding amounts under the Facilities I discount or other charges shall be calculated on the daily debit balance of such Account on the footing of compound interest with monthly or such other rests as may be specified in the CAL or decided by the Bank from time to time. The interest shall be computed on the basis of 365 (three hundred and sixty five) days a year for Facilities denominated in Indian Rupee and 360 (three hundred and sixty) days a year for Facilities denominated in currencies other than Indian Rupee, and the actual number of days elapsed. Such interest shall be paid by the Borrower when debited to the Account. If the Due Date in respect of any amount payable under the Facilities falls on a day which is not a Business Day, the immediately preceding Business Day shallbe the De Date for such payment. 4.5 The Borrower shall bear all taxes, other imposts, costs, charges, fees, levies and duties including stamp duty and relevant registration and filing charges in connection with the Transaction Documents (including any differentialor additional duties and taxes which may be required pursuant to the provisions of the applicable laws from time to time), as may be levied from time to time by the government or other authority including those incurred by the Bank in connection with the Facilities. In the event of the Borrower failing to pay the monies referred to above, the Bank shall be at liberty, but shall not be obliged to pay the same. The Borrower shall reimburse promptly and without any demur all sums paid by the Bank in accordance with the provisions contained herein. I l 4.6 All payments by the Borrower under the Facility Agreement shallbe made free and clear of and without any deduction I withholding, except to the extent that the Borrower is required by law to make payment subject to any deduction I withholding of taxes. Provided that, all taxes required by law to be deducted I withheld by the Borrower from any amounts paid or payable including but not limited to interest, commission, fees, discount, service and other charges under the Facility Agreement, shall be paid by the Borrower when due and the Borrower shall, within the statutory time frame prescribed under the law or 30 (thirty) days of the payment being made, whichever is earlier, deliver to the Bank satisfactory evidence that the tax has been duly remitted to the appropriate authority and tax deduction certificates delivered to the Bank. 4.7 The Borrower shall, within 3 (three) Business Days of a demand by the Bank (in a form and manner as it may deem fit), pay the amount of any Increased Costs incurred by the Bank as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; (ii) compliance with any law or regulation made before or after the date of the Facility Agreement (including any law or regulation concerning capital adequacy, prudential norms, liquidity, reserve assets or tax) or (iii) in the event of the Bank being called upon to pay any additional amount by a foreign lending agency in terms of their respective financing agreements or on account of factors beyond the.controlof the Bank. ., 0 4.8 The Borrower agrees, declares and confirms that, notwithstanding any terms and conditions to the contrary contained in the Transaction Documents, the Bank may, at its absolute discretion, appropriate any payment made by the Borrower under the Transaction Documents/ any amount realised by the Bank by enforcement of security or otherwise, towards the dues payable by the Borrower to the Bank under the Transaction Documents and I or other agreements entered into between the Borrower and the Bank and in any manner whatsoever. ARTIGLEV SECURITY 5.1 SECURITY . for '(attra Onlin pnvat e umited ,=----B-o-rr-ow_e_r-------B-a_n_k , s·gnaW• 1 1 7 uth risedc\ -e-?11umi ---'====·.-cc===---'= = - - ====··· ''atra Qn In II for ' .f\ . - f"Aft;b

 


The Facility together with all interest, liquidated damages, fees, premia on prepayment, costs, charges, expenses and other monies whatsoever stipulated in or payable under the Transaction Documents shall be secured by such security, if any, as stipulated in the CAL ("SUAM-i.oly"), which shall be created and perfected in a form and manner satisfactory to the Bank. 5.2 CREATION OF SECURITY (i) The Borrower agrees and undertakes that the Borrower and I or any other person (collectively referred to as the "SUAM-i.oly Pv ") providing Security: (a) shall make out a good and marketable title to its properties, present and future, to the satisfaction of the Bank and comply with all such formalities as may be necessary or required for the said purpose; , (b) shall notify the Bank in writing of all its acquisitions of immoveable properties and secure the same in favour of the Bank, in such form and manner as may be decided by the Bank; (c) shall, upon request of the Bank, provide such additional security and/or Margin including cash margin to the satisfaction of the Bank, if, at any time during the subsistence of the Facility Agreement, the Bank is of the opinion that the Security provided, or the relevant Margin is or will become inadequate. (ii) The Bank shall have the sole discretion to decide whether or not to accept any particular asset as security for the Facility. The Bank shall be entitled to have all the' assets offered as security for the Facility, valued by an appraiser appointed by the Bank in accordance with the prevalent market practice, at the cost of the Borrower and the Security Provider agrees and confirms to give all the required assistance I co-operation to such appraiser for such valuation and the said valuation shall be binding on the Security Provider. The Borrower agrees and confirms that: (a) the indigenous raw materials, consumable stores and spares shall be valued at cost, current market rates, government controlled rates or invoice rates, whichever is the lowest; (b) imported raw materials may be valued at landed cost (including invoice value plus customs duty and other applicable duties) but excluding sales-tax and demurrage) or market price whichever is lower; (c) work in progress shall be valued at raw materials at cost plus factory overheads; (d) finished goods shall be valued at cost, current market rates, government controlled rates or Borrower's/Security Provider's selling price, whichever is the lowest. , 0 (iii) The Borrower declares and assures the Bank that the Security Provider shall maintain regular turnover in the goods, movables and other assets hypothecated and I or pledged to the Bank. (iv) All Security, other than those in respect of which the Bank hilS provided a timeline for creation and/or perfection, shall be created and all formalities thereof completed in a form and manner satisfactory to the Bank as a condition precedent to any disbursement under the Facilities. I (v) The Bank may at its sole discretion make disbursements out of the Facilities pending creation and/or perfection of full and final Security. In such event, the disbursements made by the Bank pending creation and/ or perfection of such Security shall carry Additional Interest as indicated in the CAL calculated from the date of disbursement of the Facilities or expiry of the timeline, if any, for creation and/ or perfection of such security specified in the CAL, till creation and/ or perfection of such security to the satisfaction of the Bank. I i r For Yatra Online Private Limited r,,;.,;';1L11810 ___r_y_ ,B:o:O:_:rr_o:O.:.:W.=er'--------,B/;-I-----'B:O:a'-'nkc:_ _j For Yatra Online Private Limited ·-·--- ---------. ····-··------------------- --'- ./ Authorised Signatory

 


(vi) Security, if any, created in terms of the Facility Agreement shall continue to secure the Facilities until such Security is specifically released by the Bank. 5.3 INSURANCE (i) The Borrower shall ensure that the Security Provider shall, at all times, keep insured upto the reinstatement value thereof, as approved by the Bank (including surveyor"s and architect"s fees), the assets charged I to be charged to the Bank and such of its other assets as are of an insurable nature against all risks including under Public Liability Insurance Act 1991, if applicable. (ii) The Borrower shall ensure that the Security Provider shall duly pay all premia and other sums payable for the aforesaid purpose. · The insurance in respect of the assets charged/to be charged shall be taken in the joint names of the Security Provider and the Bank or the Bank's name should be noted as first loss payee on such insurance policies. The Borrower shall deliver to the Bank originals of all policies of insurance and renewals thereof and endorsements thereto within 10 (ten) days from the date of issuance. (iii) The Borrower agrees that, in the event of failure on the part of the Borrower I the Security Provider to insure the assets or to pay the insurance premia, the Bank may at its sole discretion, without any obligation, get the assets insured or pay the insurance premia and get such amounts reimbursed by the Borrower together with interest as applicable to the Facilities and the Bank shall be entitled to debit the Borrower's Account with such amounts. (iv) Until all the dues in respect of the Facilities are paid in full, the Borrower shall forthwith pay I cause to be paid to the Bank all monies received by the Borrower or the Security Provider under any policy(ies) of insurance and until payment to the Bank of monies received by the Borrower or the Security Provider under any policy(ies) of insurance, the Borrower shall hold I cause to be held the same in trust for the Bank. 5.4 CiUARANTEE I CONTRACTUAL COMFORT The Borrower shall procure and deliver to the Bank, guarantees or any contractual comfort as stipulated in the CAL, in a form and manner acceptable to the Bank. The Borrower shall ensure that the guarantor/contractual comfort provider observes all the covenants, terms, conditions, restrictions and prohibitions under the guaranteeIcontractual comfort and agrees that any violation of the same shall constitute an Event of Default. , 0 ARTIGLEVI REPRESENTATIONS, WARRANTIES, COVENANTS & UNDERTAKINCiS The Borrower hereby, makes the representations, declarations and warranties as given below and confirms that the same will continue to remain true, correct, valid and subsisting in every respect till the Facilities are repaid in full to the satisfaction of the Bank: 6.1 REPRESENTATIONS AND WARRANTIES (i) All the information provided by the Borrower to the Bank are true and accurate in all material respects, are not misleading and does not omit any fact, the omission of which would make any fact or statement therein misleading. (ii) All the licenses, permits and authorizations required for carrying on its business or industry have been obtained and are in full force and effect and it is in compliance in all respects with all applicable laws, and has good title to, or is otherwise entitled to use its For Yatra One PrivateLimi1Le_d _,Bo,r-"roe.:w.:..:eo:_r ----!I -----'B"'a"'n"-k-----' buthorised Signatory For Yatra Online Private Limited 9 in

 


--1 I assets. (iii) Unless otherwise permitted by the Bank: (a) the Borrower has no subsisting Indebtedness; (b) there are no encumbrances subsisting or in existence on any of the Borrower's assets, (c) the Borrower has no subsidiaries and holds no equity interest in any other person, and (d)the Borrower has not engaged in any business or activities, either alone or in partnership or joint venture. (iv) The Borrower has complied in all material respects with all taxation laws in all jurisdictions in which it is subject to taxation and has filed all tax returns and paid all taxes and statutory dues due and payable by it, and to the extent any tax is not due or is disputed, the Borrower has established adequate reserves for the payment of such taxes and statutory dues. (v) The financial statements provided by the Borrower were prepared in accordance with the generally accepted accounting principles and give a fair and true view of the financial condition as on the date on which they were prepared and there are no undisclosed liabilities, contingent or otherwise and the accounts have been duly audited and there has been no Material Adverse Effect since the date on which those accounts were drawn up. No litigation, arbitration, administrative or other proceeding against the Borrower or any of its assets before any court, tribunal, authority or agency, has been initiated or is threatened to be initiated which, if adversely determined, might have a Material Adverse Effect. (vi) (vii) No litigationor other proceedings against the Borrower or of any or all of its assets before any court, tribunal, authority or agency has been initiated or is pending for its insolvency, bankruptcy, winding up, dissolution, or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer. (viii) Except to the extent disclosed to the Bank, all the Borrower's contracts .or agreements with, or any commitments to, any affiliate, related party or group company (if applicable) are on arm's length basis. I I (ix) All loans, advances and other monies advanced by the directors, promoters and I or their friends and relatives or any of them ("Pv({v ') and any other unsecured creditor shall stand and be regarded as subordinate debt in relation to the Facility. The Borrower shall not repay the said loans and advances of the Promoter Group in whole or in part or pay any interest thereon until such time as the entire outstanding Facility is repaid in full. I (x) · Neither the Borrower nor any other person benefiting in any capacity·, either directly or indirectly, in connection with or from the Facility Agreement and/or any instruments and/or payments thereunder is a Specially Designated National ("SDN") and/or otherwise sanctioned, under the sanctions promulgated by the United States (including its Office of Foreign Assets Control's ("OFAO')), India, United Nations, European Union, the jurisdiction of the Facility office and/or any other country/jurisdiction (collectively, the "5 '). The Borrower shall ensure that the transactions do not violate any Sanctions or any sanctioned persons or entities are involved in the transactions. The Borrower agrees that it shall not avail of the Facilities or use the proceeds of the Facilities in any transaction with, or for the purpose of financing the activities of, any person currently subject to any Sanctions as aforesaid. !.. I l I For Yatra Online Private Limited \ ·L Autsed SigJ1!1l!.OrDv'--_...2'B:"!or'.':ro w e=.r ----)l ---_cB a n"'-k _ 10 === F;orYatra Online Private limited ===·------··-····---------··--- --··=·--=·=· ===«r==ir ri . nMtM•

 


(xi) the Sanctions may become applicable with respect to the Facilities and/ or transactions thereunder, including documentary credits, guarantees issued, disbursements, payments, purpose and/or end use of the Facilities, origin or shipment of goods manufactured through certain countries, ports, vessels, liners, certain persons and entities (including correspondent banks and the Facility office). Consequently, disbursement, issuance, payment and/or processing under the Facilities by the Bank may become subjected to the Sanctions and the Bank shall have the unconditional right to refuse to process any transactions that violate/may violate any Sanctions. (xii) The execution or entering into by the Borrower of the Transaction Documents constitute, and its exercise of its rights and performance of its obligations under the Transaction Documents will constitute, private and commercial acts done and performed for private and commercial purposes. (xiii) The Borrower is duly incorporated under the laws of India, and has the competence, power and authority to: (a) enter into the Transaction Documents; (b) avail the Facility; (c) own its assets and carry on its business and operations as it is being or is proposed to be conducted; (d) exercise its rights and perform its obligations under the Transaction Documents and (e)perform all other actions required to authorise the execution of the Transaction Documents. The entry into, delivery and performance by the Borrower of, and the transactions contemplated by the Transaction Documents do not and will not conflict with: (a) any law; (b) the constitutional documents of the Borrower; or (c) any document or contract which is binding upon the Borrower or on any of its assets. I I (xiv) (xv) All assets of the Borrower which are of insurable nature are and shall, at all times, be kept insured upto the reinstatement value thereof, to the satisfaction of the Bank. (xvi) No Event of Default has occurred or is subsisting or might result from execution of the Transaction Documents, or availing of the Facilities by the Borrower. (xvii) The Borrower acknowledges that the Facility provided is a commercial transaction and waives any defense available under usury or other laws relating to charging of interest. , 0 (xviii) Neither the Borrower nor any director or promoter of the Borrower has been declared to be a wilful defaulter, The Borrower shall not induct a person identified as wilful defaulter in the capacity of director or promoter. In the event the person so inducted is found to be a wilful defaulter, the Borrower shall take expeditious and effective steps for removal of such person. I I· 1 (xix) Except to the extent disclosed to the Bank: (a) No director of the Bank is: a director, manager, managing agent, employee or guarantor of the Borrower, or of a subsidiary of the Borrower, or of the holding company of the Borrower, or holds substantial interest, in the Borrower or a subsidiary or the holding company of the Borrower and no director of any other bank (including scheduled co-operative banks), or directors of subsidiaries/trustees of mutual funds/venture capital funds set up by the Bank or any other bank holds substantial interest or is interested as director or as a guarantor of the Borrower and the Borrower is in compliance with all Applicable Laws including RBI's 'Master Circular on Loans and Advances', as amended and replaced from time to time. (b) No relative (as specified by RBI) of a Chairman I Managing Director or director of banking company (including the Bank) or their subsidiaries or trustees of mutual I_ I For Y'atra o:,;ne Private Liml"ted l'\-ihl1)y . Borrower . Bank - uthorised SignatLo-ry---===-----}11....------==-----' For Yatra Online Private Limited --·--... ··---------·-·······--· ·--------·--------· ·······-·-

 


funds/venture capital funds set up by a banking company (including the Bank) or a relative of senior officer (as specified by RBI) of the Bank, hold substantial interest or is interested as a director or as guarantor of the Borrower. 6.2 COVENANTS AND UNDERTAKINCiS (i) The Borrower shall promptly notify and/or deliver to the Bank: (a) if the Bank so requires within such time and in a manner as may be acceptable to the Bank, a certificate from its statutory auditor or a practicing chartered accountant, regarding the end use of the Facility and that the Facility has been utilised for the Purpose, and not diverted or applied for any other purpose. (b) of the occurrence of any event or the existence of any circumstances which constitutes or results in any declaration, representation, warranty, covenant or condition under the Transaction Documents being or becoming untrue or incorrect in any respect. (c) of any circumstances and conditions (including any material loss or legal proceedings) which shall have a Material Adverse Effect. (d) of any action or steps taken or legal proceedings started by or against it in any court of law for its winding-up, dissolution, administration or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of the Borrower or of any or all of its assets. (e)of the occurrence of an Event of Default (or a likelihood thereof), and the steps, if any, taken to rectify the same. (f) of any loss or damage which the Borrower may suffer due to any event or circumstance or Act of God. (g) of any change in the directors or management set-up of the Borrower. (h)of any litigation, arbitration, investigation, administrative or other proceedings initiated or threatened against the Borrower or any of its assets, which if adversely determined, might have a Material Adverse Effect and submit copies of any reports in relation thereto. (i) copies of all documents issued by the Borrower to all its creditors or any general class of them at the same time as they are issued. (j) such information or documents, financial or otherwise, as are specified in the CAL, or as may be required by the Bank from time to time in relation to the Facilities, the Borrower's business and operations, assets etc., including those in relation to its foreign currency exposures and hedging policy and those required for renewal of the Facilities, within the period specified in the CAL or by the Bank. The Borrower covenants and undertakes that: (a) it shall maintain its existence, corporate or otherwise, and right to carry on its business and operations and comply with applicable laws and shall carry out such modifications to its constitutional documents f other relevant agreements as may be deemed necessary in the opinion of the Bank to safeguard the interests of the Bank under the Transaction Documents, and comply with all the required formalities, including statutory filings, in relation thereto. (b) in the event that the existing auditors cease to act as the auditors of the Borrower for any reason, the Borrower shall promptly inform the Bank of the reasons for such cessation and shall appoint another firm of independent chartered accountants, acceptable to the Bank, in accordance with applicable laws. (c) it shall, promptly obtain, maintain and comply with the terms of all authorisations necessary for entering into or performing its obligations under the Transaction For Yatra Online ;rivate LimLr_e_d_-Bo r roo-:w!."er --JI _o:B a"'nk"------1 12 orised Signatory ··-· -----·----··--- -·-,·' For Vatra' dntm·e·Pnvare=UmitetF -L

 


Documents or for conducting its business and operations. (d) it shall conduct its business and operations in accordance with prudent and accepted industry standards and with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and business practices. (e) it shall keep and maintain in accordance with good business practice and applicable laws, all statutory books, books of accounts, bank statements and other records of the Borrower and in particular, maintain records showing the operations and financial conditions of the Borrower and such records shall be open to examination by the Bank and I or its authorised representatives. (f) it shall, whenever required by the Bank, permit and cause the Security Provider to permit the Bank, its officers, employees, agents, regulators, security trustee or any refinancing agency officials to carry out technical, financial and legal inspections of its premises, units, projects, assets, accounts and other books and documents maintained by it or required to be maintained by it under any law, by-laws or rules as applicable and provide free access at all reasonable times to its premises, assets and records and shall provide full cooperation and assistance to the Bank or other persons as aforesaid for the purpose of carrying out such inspection and render such explanation or elucidation as may be required by the Bank and/or its nominees(s) and allow the taking of any copies of or extracts of any accounts/ records. All the expenses in relation to such inspections shall be borne by the Borrower. (g) it shall ensure that its aggregate business with banks, including deferred payment facilities, foreign exchange, deposits and bill business will be shared with the Bank in such manner as may be decided by the Bank. (h) it is not and will not be entitled to and will not claim immunity for itself or any of its assets from suit, execution, attachment or other legal process in any proceedings in relation of the Transaction Documents. (i) if required by the Bank, it shall undertake and /or procure undertaking(s) from such persons as may be specified by the Bank in the form required by the Bank, whereby such person(s) shall take the responsibility for making arrangements satisfactory to the Bank for meeting the shortfall, if any, in the resources of the Borrower for meeting working capital requirement and I or any of its project and/ or in relation to its debt servicing obligations. The Borrower shall join in such undertakings procured from such other persons as a confirming party. The funds brought in to meet the shortfall in the resources of the Borrower for working capital and Ior for any of its project, shall be in such form and manner and on such terms as may be required by the Bank. (j) it shall indemnify and keep the Bank indemnified against any cost, loss, liability or third party claims (including legal fees and any applicable indirect taxes) incurred by the Bank arising out of or in connection with each of the Facilities (including any instruments and documents under the Facilities) and /or the Transaction Documents and/ or due to any breach by the Borrower of the Sanctions or any action taken by the Bank on account of breach of the Sanctions. (k)the Bank shall have the right to declare the Borrower and guar-antor(s), if any, a wilful defaulter, in accordance with the guidelines laid down by RBI. (l) in case the Borrower has a sole banking arrangement with the Bank, in terms ·of the RBI guidelines it shall seek prior consent of the Bank by giving a notice of 15 (fifteen) days before it seeks to establish a relationship with any other bank. (iii) N"'tt The Borrower hereby further covenants and agrees that without the prior written approval of the Bank, the Borrower shall not: (a) undertake or permit any merger, de-merger, consolidation, reorganisation, scheme of Mfit ment or compromise with its creditors or shareholders or any class of them or \ine private L ffect any scheme of amalgamation or reconstruction including creation of any 0 for'( atra \. . ubls:::ryor permit any company to become its subsidiary; ·y "/>:ut orised s,gn I _ d Borrower . Bank

 


I I I --------------------··--(b)enter into any management contract or similar arrangement whereby its business or operations are managed by any other person; (c)declare or pay any dividend or make any distribution of profits or pay any remuneration to its promoters I shareholders or permit withdrawal of amounts brought in (I) unless it has paid all the dues in respect of the Facilities upto the date on which the dividend/payment is proposed to be declared or paid, or has made satisfactory provisions therefor, or (II) if an Event of Default has occurred and is subsisting or would occur as a result of such declaration or payment of dividend or authorisation or making of distribution or withdrawal; (d)make any investment whether by way of deposits, loans or investments in share capital or otherwise, in any concern or provide any credit or give any guarantee, indemnity or similar assurance or in any manner become directly, indirectly or contingently liable for or in connection with the obligation of any person other than itself. This provision shall not apply to loans and advances granted to staff or contractors or suppliers in the ordinary course of business; (e)effect any change in its capital structure or constitutional documents in any manner whatsoever; (f) redeem, purchase, buyback, retire or repay any of its share capital, de-list its shares from stock exchanges, if applicable, or resolve to do so for so long as any sums of money are due and payable to the Bank under this Facility Agreement; (g)change its financial year-end from the date it has currently adopted or change the accounting method or policies currently followed by the Borrower unless expressly required by applicable law; (h)avail of any credit facilities or accommodation from any bank(s) or financial institution(s) or any person, firm or company in any manner other than the bank(s) at present providing working capital facilities to the Borrower and as permitted by the Bank nor shall it deal with or through any other bank(s) or financial institution(s); (i) create or permit to subsist any security interest, encumbrance, mortgage, hypothecation, pledge or charge over any of its assets other than the already existing charges which have been disclosed in writing to the Bank or sell, transfer or otherwise dispose of (or agree to do any of the foregoing at any future time) any of its assets; (j) undertake any new business or operations or project or diversification, modernisation or substantial expansion of any of its existing business or operations or of any project that it may undertake during the currency of the Facility; (k) pay any commission to its promoters, directors, managers or other persons for furnishing guarantees, counter guarantees or indemnities or for undertaking any other liability in connection with any obligation (including Indebtedness) undertaken for or by the Borrower; (l) pay any compensation to its promoters or directors in the event of loss of office for any reason whatsoever, if there is any default in payment of any monies due and payable under the Facility. 0" I I ARTICLE VII _ EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an event of default ("Ev-e.-vt-of De-ftw-4'') under the Facility Agreement: Pil-!JW\-fAN/-Deft;w.-U--Default has occurred in the payment of any monies in respect of the Facilities on the Due Dates, whether at stated maturity, by acceleration or otherwise. (i) (ii) 13vof T<'-YWt¥ - Borrower or any other person is in breach of any covenant, condition, agreement or any other terms of the Transaction Documents (other than those specifically provided under Clause 7.1 (i) and (iii) to (x) of this Facility Agreement) and such default has continued for a period of 15 (fifteen) days after notice in writing thereof For Yatra Online Private Limited "'"""'" ,jrA_a_t-er_)-_'-B-o-rr-ow-er-----,1,-----B-a-nk-------, - --F r Yatra Onl1ne PnvateTimited -cc··-= ----­ '-L..

 


has been given to the Borrower or as the case may be, to such other person, by the Bank (except where the Bank is of the opinion that such default is incapable of remedy, in which event, no notice shall be required). (a) If the Obligor(s) has taken or suffered any action for its reorganisation, winding-up or dissolution or if a receiver or liquidator (including provisional liquidator) has been appointed or allowed to be appointed over all or any part of the assets of the Obligor(s) or if any attachment or distraint has been levied on the Obligor's assets or any part thereof or certificate proceedings have been taken or commenced for recovery of any dues from the Obligors or if one or more judgments or decrees have been rendered or entered against the Obligor(s) and such judgments or decrees are not vacated, discharged or stayed within a period of 30 (thirty) days and such judgments or decrees involve in the aggregate, a liability which could have a Material Adverse Effect; (b) If any petition or application in relation to insolvency or bankruptcy resolution of the Obligor (including without limitation, corporate insolvency resolution process and bankruptcy process under the Insolvency and Bankruptcy Code is filed before any court, tribunal or authority of competent jurisdiction; or the Obligor(s) has become bankrupt or insolvent or is dissolved. Se<AM""i.fu i.Nv J-If the Security, if any, for the Facilities is in jeopardy or ceases to have effect or if any of the Transaction Documents executed or furnished by or on behalf of the Borrower becomes illegal, invalid, unenforceable or otherwise fails or ceases to be in effect or fails or ceases to provide the benefit of the liens, rights, powers, privileges or security interests purported or sought to be created thereby or if any of such Transaction Documents is assigned or otherwise transferred, amended or terminated, repudiated or revoked without the approvalof the Bank. (iv) '-' i.Nv Ccvvlr<>l - Any person acting singularly or with any other person either directly or indirectly acquires control of the Borrower or of any other person who controls the Borrower, without the approvalof the Bank. (v) M 1"'-forR"??""-Any information given by the Borrower or on its behalf, including but not limited to, information given at the time of appraisal of the loan, representation and warranty, or statement made or repeated, or deemed to be made or repeated, in or in connection with any of the Transaction Documents, is incorrect or misleading in any respect. (vi) , 0 l o-lMy - It is or becomes unlawful for the Borrower or any person including the Bank to perform any of their respective obligations under the Transaction Documents. (vii) (viii) CA-ow Dejtw-M-(a) Borrower is unable or has admitted in writing its inability to pay any of its Indebtedness as they mature or when due. (b) Any Indebtedness (whether incurred by the Borrower or otherwise) secured by an encumbrance over the assets of the Borrower, is not paid when due or becomes payable prior to its stated maturity. (c) An event of default howsoever described (or any event which with the giving of notice, lapse of time, determination of materiality or fulfilment of any other · applicable condition or any combination of the foregoing would constitute an event of For Yatra Online Private Limited H,,J·S-ig_n_a_to_r_y_ -6-rr_o_w_e_r __, B_a_n_k 15 For Yatra Online Private Umr,ed ---------------------"'--P.uthorised Signatory

 


default) occurs under any agreement or document relating to any Indebtedness of the Borrower or if any other lenders of the Borrower including financial institutions or banks with whom the Borrower has entered into agreements for financial assistance have recalled its/their assistance or any part thereof. (ix) Jlllo.+e.YWL Aolve.r-!h Effe-ol--Occurrence or existence of one or more events, conditions or circumstances (including any change in law), which in the opinion of the Bank, could have a Material Adverse Effect. (x) E-Any other event or circumstance specified as an Event of Default under the CAL. 7. 2 CONSEQUENCES OF EVENT OF DEFAULT Notwithstanding any other right that may be available to the Bank or anything contrary contained in any of the Transaction Documents, on thehappening of an Event of Default or if the Overall Limits I Limits are not renewed beyond the validity period specified in the CAL or if the Borrower has not availed of or drawn from the Facilities by the aforesaid validity period, the Bank may, by a notice in writing to the Borrower, exercise the following rights: (i) terminate the Facilities and/ or declare any or all of the amounts under the Facilities as immediately due and payable, to the Bank, whereupon the same shall become due and payable by the Borrower forthwith, in accordance with the terms of the notice. Notwithstanding any suspension or termination pursuant to the Facility Agreement, all the provisions of the Transaction Documents for the benefit or protection of the Bank and its interests shall continue to be in full force and effect as provided in the Transaction Documents. J (ii) suspend further access to/ drawals by the Borrower of the Facilities. (iii) declare the Security created, if any, in terms of the Transaction Documents to be enforceable, and notwithstanding anything to the contrary contained in the Transaction Documents the Bank or such other person in favour of whom such security or any part thereof is created shallhave, inter alia, the right to: enter upon and take possession of, and I or transfer (by way of lease, leave and licence, sale or otherwise), the assets comprised within the Security, if any; exercise any right, power or remedy permitted to it by law, including by suit, in equity, or by action at law, or both, or otherwise, whether for specific performance of any covenant, condition or term contained in this Facility Agreement or other Transaction Documents or for an injunction against a violation of any of the terms and conditions of this Facility Agreement or other Transaction Documents, or in aid of the exercise of any power or right granted in this Facility Agreement or other Transaction Documents and/or as a creditor. (a) (b) (iv) )> c (a) Bank shall have the right to convert (which right is hereinafter referred to as the ·· J.Ww Ri.gM'') at its option the whole or part of the outstanding amount of the Facility and if the Facility is denominated in foreign currency, the Rupee equivalent thereof (whether then due and payable or not) into fully paid·up equity shares of the Borrower, at par or such other rate acceptable to the Bank, from the date ("D of J.i.oW') and in the manner specified in a notice in writing to be given by Bank to the Borrower ("No-fi.,ch of J.ih;V'). The Conversion Right reserved as aforesaid may be exercised by Bank on one or more occasions during the currency of the Facility. On receipt of Notice of Conversion, the Borrower shallallot and issue the requisite S' 0 (ij' (1) a. (/) <0' ::J 0'" -< (b) L__------For.Yatra Online Private Limitd H Borrower ------,176--------Bank--------Authorised Signatory 1 For Yatraoi,line Private u-inited

 


number of fully paid·up equity shares to Bank as from the Date of Conversion and Bank shall accept the same in satisfaction of the part of the Facility so converted. The part of the Facility so converted shall cease to carry interest as from the Date of Conversion and the Facility shall stand correspondingly reduced. Upon such conversion, the installments of the Facility payable after the Date of Conversion as per the Facility Agreement shall stand reduced proportionately by the amounts of the Facility so converted. The equity shares so allotted and issued to Bank shall rank pari passu with the existing equity shares of the Borrower in all respects. In the event of the Bank exercising the Conversion Right, the Borrower, if its equity shares are listed on any stock exchanges, shall at the Borrower's cost get the equity shares issued to the Bank as a result of the conversion, listed on the said stock exchanges. Borrower undertakes to ensure that it shall have, at all times, sufficient authorised, unissued share capital as may be required by the Bank. Borrower shall have procured all the necessary approvals/authorisations (including special resolution by its shareholders), as may be required under extant laws, for the lenders to exercise the Conversion Rights. (c) (d) (e) (v) j I Bank shall have the right to appoint any person engaged in technical, management or any other consultancy business to inspect and examine the working of the Borrower and I or the assets including its premises, factories, plants and units as the Bank may deem fit or appoint any Chartered Accountants I Cost Accountants as auditors for carrying out any specific assignments or to examine the financial or cost accounting system and procedures adopted by the Borrower for its working or as concurrent or internal auditors, or for conducting a special audit of the Borrower, as the Bank may deem fit. The Bank shall have the right to review the management set up or organisation of the Borrower and to require the Borrower to restructure it, as may be considered necessary by the Bank, including the formation of management committees with such powers and functions as may be considered suitable by the Bank. The Borrower shall comply with all such requirements of the Bank. (vii) stipulate such other additional terms and conditions, as the Bank may deem fit. , ARTIG/..6 VIII GANGE:L.L.ATION Notwithstanding anything contained in the Transaction Documents, the Bank shall have the unconditional right to cancel the unutilised portion of the Facility, in whole or in part, at any time during the subsistence of the Facility, without giving any prior notice to the Borrower, for any reason whatsoever, including but not limited to, on the occurrence of Deterioration of Creditworthiness of the Borrower, or for non-compliance of any terms and conditions of the Transaction Documents. 0, ·y 8-<.1 . Ill 0 cs: s;: ;::::-:J (1) 1:. "'0 :<J. <uD;· i For the purpose of this Article, "Defwi.-oro..fihw ikv #w Ct-' shall mean and include without limitation, the following events: 8.2 - :E. . (i) (ii) (iii) (iv) (v) downgrade of the rating of the Borrower by a Credit Rating Agency; inclusion of the Borrower and/or any of its directors in the RBI's wilful defaulters list; closure of a significant portion of the Borrower's operating capacity; decline in the profit after tax of the Borrower by more than fifteen percent; any adverse comment from the auditor; and ,0 -(1) '<•a. For Yatra On -ine Private Limifect l Borrower 1_ Bank 1 Authorised SignatoLr_y ,--===-----f17.--------==---j _"f=()rj'ClJ:<LQnline Privltle l imit@L _ '·.7 . ----------_..... fl • - -·-

 


(vi) any other reason/ event which in the sole opinion of the Bank constitutes or which may constitute deterioration in the creditworthiness of the Borrower. ARTICLE IX fVIISCE/.../...ANEOUS 9.1 SERVICE OF NOTICE (i) Allnotices or other communications under or in connection with the Facilities shall be given in writing and shallbe deemed to be effective: (a) if sent by letter, when delivered personally or if dispatched by post, when recall of the letter is outside the control of the sender; (b) if sent by e-mail or any other electronic or telecommunication mode, when sent by the sender; and Provided, however, that no notice or communication to the Bank shall be effective unless actually received by the Bank. (ii) All notices or communication to the Borrower or the Bank, as the case may be, shall be made to the address provided in Schedule I, or such address as may be notified by each party in writing, from time to time. (iii) The Borrower acknowledges and confirms that any notice provided by the Bank shall be treated by the Borrower as sufficient and reasonable notice to the Borrower and agrees to assume the liability for any non·delivery of a notice as aforesaid, by any reason of any error, electronic or otherwise. EVIDENCE OF DEBT 9.2 The Bank shall maintain, in accordance with its usual practice, accounts evidencing the amounts from time to time lent by and/ or owing to it under the Facilities which shall be prima facie and conclusive evidence of the existence and amount of obligations of the Borrower, including for the purpose of Insolvency and Bankruptcy Code. 9.3 ACKNOW/...EDCifVIENT OF DEBT Without prejudice to the provisions contained in Clause 9.2 above, upon receipt from the Bank of statement(s) giving details of: (i) the aggregate debit balance in the Account as on the date(s) stated in such statement(s); (ii) the further applicable accrued interest from the aforesaid date(s) mentioned in the aforesaid statement(s); ''Tl 0 g !lJ (iii) securities, if any, created for securing the Facilities I the amounts stated in the aforesaid Account the Borrower shall within 7 (seven) days thereof inform the Bank of any inaccuracy thereon failing which Borrower shallbe deemed to have confirmed the correctness of the entries in such statement(s) and acknowledged the indebtedness for the balance mentioned in the aforesaid statement(s). 9.4 ASSICiNfVIENT (i) The Borrower shall not assign or transfer all or any of its rights, benefits or obligations · under the Transaction Documents without the approval of the Bank. Notwithstanding anything contained in the Transaction Documents, the Bank shall be entitled to, at any time, assign, novate or transfer, the whole or part of its outstanding or commitment in -ti,-Y:±,;,.,"'"""' '" For Ya ra 0nlinPrivate Limite_Ll --=Ba=r-"ro'-'w'-'e"-r ,B"'a"'n"-k , -----·-------------- ----------·····------. For Yatra Online Private Limited l..

 


one or more tranches, and all any of its rights, benefits and obligations, under the Transaction Documents (including security interest) to any person, without the prior approval of the Borrower. Notwithstanding any such assignment or transfer, the Borrower shall, unless otherwise notified by the Bank, continue to make all payments under the Facility Agreement to the Bank and all such payments when made to the Bank shall constitute a full discharge to the Borrower from all its liabilities in respect of such payments. The Borrower acknowledges and confirms that in case of an assignment or transfer of the Facility (in part or full) by the Bank, each of the Bank, transferee and/or assignee shall be deemed to have provided independent facilities under the Facility Agreement. Each of the Bank, transferee and/or assignee shall, upon the occurrence of Event of Default, have an independent cause of action, notwithstanding that the default arises on the same date or is in respect of the same Transaction Documents. (ii) Without prejudice to the aforesaid provision, the Bank shall be entitled to, without notice to the Borrower, share the credit risk of the whole or a part of the Facilities with any other person by way of participation. Notwithstanding such participation, the terms of the Transaction Documents shall continue to remain valid, effective and enforceable until the repayment/payment in full of the Facilities and all monies in respect thereof and the Borrower shall not claim any privity of contract with such person on account of any reason whatsoever. 9.5 SET OFF (i) The Bank shallhave the paramount right of set-off and lien, irrespective of any other lien or charge, present as well as future on the deposits of any kind and nature held I balances lying in any accounts of the Borrower, whether in single name or joint name(s) (for which, the Borrower hereby confirms that the requisite consent has already been procured by the Borrower from the relevant third party) and on any monies, securities, bonds and allother assets, documents and properties held by I under the control of the Bank and I or its group companies whether by way of security or otherwise pursuant to any contract entered I to be entered into by the Borrower in any capacity to the extent of all outstanding dues, whatsoever, arising as a result of any of the Bank's services extended to and I or used by the Borrower and I or as a result of any other facilities that may be granted by the Bank to the Borrower. (ii) The Bank is entitled to settle any Indebtedness whatsoever owed by the Borrower to the Bank by adjusting, setting-off any deposit(s) and I or transferring monies lying to the balance of any account(s) held by the Borrower with the Bank to combine or consolidate at any time all or any of the accounts and liabilities of the Borrower including accounts not related to the Facilities, to sell any of the Borrower's assets or properties held by the Bank or its group companies. The Bank's rights hereunder shall not be affected by the Borrowec's bankruptcy orwinding-up. lt shall be the Borrower's sole responsibility and­ liability to settle all disputes I objections with joint account holders, if any. ., 0 NOMINEE DIREGTOR/013SERVER (i) During the currency of the Facility, notwithstanding any other right available to the Bank, the Bank shall have the right to appoint and remove from time to time by a notice in writing to the Borrower (I) Director(s) on the Board of Directors of the Borrower (such directors are hereinafter referred to as the "NDwu.fv-v(.s)"); or (II) Observer(s) to attend allBoard and General meetings of the Borrower (hereinafter referred to as the "O v-w(y)"); (ii) The Nominee Director(s) shall not be required to hold qualification shares nor be liable to For vatra onlin :Private umitrd l1 _ · Aui orised Borrower 1. Bank SignatoLr_y---:-----"'=='-------,1\,9-----""=----_j

 


retire by rotation, be entitled to all the rights and privileges of other Directors including the sitting fees and expenses as payable to other Directors but if any other fees, commission, monies or remuneration in any form is payable to the Directors, the fees, commission, monies and remuneration in relation to such Nominee Director(s) shall be paid by the Borrower directly to the Bank; (iii) The Nominee Director shall be appointed a member of committees of the Board, if so desired by the Bank; (iv) The Nominee Director and/or the Observer shall be entitled to receive all notices, agenda and other related communications and to attend all GeneralMeetings and Board Meetings and Meetings of any committees of the Board of which he is a member; (v) If, at any time, the Nominee Director(s) and/or Observer is not able to attend a meeting of the Board of Directors or any of its committees of which he is a member, the Bank may depute any other person to attend the meeting; (vi) The expenses incurred by the Bank, Nominee Director(s) or Observers in this connection shallbe borne and payable by the Borrower. , i !· 9.7 PROVISIONS RELATINCiTO FAC<L/TIES DENOfv!INATEDIN CURRENC<ES OTHER THAN INDIAN RUPEES ! Subject to specific provisions, if any, incorporated in Annexure I hereof, in relation to the relevant product(s), in case any of the Facilities are denominated in any currency other than Indian Rupee, the following conditions shall apply: i I (i) The foreign currency amount would be the limiting factor and the Borrower's liability would accordingly be reckoned in the foreign currency in which the relevant Facilities are denominated. I (ii) Borrower is liable to pay interest and repay principal in the currency in which the relevant Facilities have been denominated. In the event of any default in the payment of principal and I or interest on the Due Date of such Facilities, the Bank may, at its discretion, convert the amount into Indian Rupee, on the Due Date(s) for such payment(s) or on any subsequent date, at the Bank's telegraphic transfer ("TT") selling rate prevailing on the date of such conversion. The amount due thereafter, would be reckoned as denominated in Indian Rupee. I I-, 0 (iii) The Indian Rupee equivalent of the relevant Facilities denominated in currencies other than Indian Rupee have been reckoned for the purpose of the Facility Agreement at the exchange rates as mentioned in the CAL. I !' r·, (iv) In the event the value of Indian Rupee depreciates vis-a-vis the currency in which the relevant Facilities are denominated resulting in increased liability in terms of Indian Rupee vis-a-vis the currency of the relevant Facilities, the Borrower hereby agrees and confirms that: (a) such increased value in terms of Indian Rupee shall also be covered by the security, if any, stipulated in the Transaction Documents; (b) the Borrower shall further execute, sign and furnish all such documents, deeds and writings required by the Bahk for the aforesaid purpose. I I I SEVERABILITY Any provision of the Transaction Documents which is prohibited jurisdiction shall, as to such jurisdiction, be ineffective to the or unenforceable in any extent of prohibition or I For YPrivate Limlited Borrower Bank _ _ _ L - uthorised SignaLto_r_y ......e=="-----.f.zo,------"'=-----' ===== =-= For Yatra Online Private Limited ---------_, -

 


unenforceability but that shall not invalidate the remammg provisions of the Transaction Documents or affect such provision in any other jurisdiction. 9.9 DISCLOSURE (i) The Borrower agrees, accepts and consents for the disclosure and sharing by the Bank of all or any information and data relating to the Obligors or any credit facilities, including but not limited to information relating to default, if any, committed by the Obligors, in the discharge of the Obligor's obligations, as the Bank may deem appropriate and necessary to disclose and furnish, to the RBI and/or any agency/credit bureau authorized in this behalf by RBI, to information utilities, to its professional advisers and consultants and to its service providers, third party or otherwise, through written or oral communication including paper publication (with or without photographs) and/or as required under applicable law, at the order of a court of law, or any statutory, regulatory or supervisory authority of any jurisdiction. (ii) The Borrower accepts that RBI or any other agency so authorized, any statutory, regulatory or supervisory authority, may use, process, disseminate the said information and data disclosed by the Bank in such manner as deemed fit by them in any particular circumstances and shall not hold the Bank responsible or liable in this regard. (iii) The Bank, its group companies, agents I representatives would be entitled to provide the Borrower, its promoters, directors and employees, information on various products, offers and services through any mode (including through telephone calls I SNIS I emails). 9.10 WAIVER No delay in exercising or omission to exercise any right, power or remedy accruing to the Bank upon any default or otherwise under the Transaction Documents shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Bank in respect of any default or any acquiescence by it in any default, affect or impair any right, power or remedy of the Bank in respect of any other default. The rights of the Bank under the Transaction Documents may be waived only in writing and at the Bank's sole discretion. ., 9.11 0 JURISDICTION - (i) The Borrower agrees that only the courts and tribunals (including the debt recovery tribunals) of competent jurisdiction at the place mentioned in Schedule I shall have exclusive jurisdiction with respect to any suit, action or any other proceedings ("Pn>cut'lW.eJ}') arising out of or in relation to this Facility Agreement. The Borrower irrevocably waives any objection, now or in future,. to the jurisdiction of the courts and tribunal specified hereinbefore. ?"0' :;; 'cJ>(; ::l s: ro -o :;;:· "-ro' · 1 (ii) Nothing contained in this clause shall limit any right of the Bank to, commence any Proceedings arising in relation to the Facilities or the Transaction Documents in any other court, tribunal or other appropriate forum of competent jurisdiction and the Borrower hereby consents to that jurisdiction. c (0 !::1 ¥3 ;::;: ro a. The Transaction Documents (unless otherwise specified in any of the Transaction Documents) shall be governed by and construed in accordance with the laws of India. (iii) For Yatra Online Private Limited H,,;,,o';''"'rrY-. ---,-----B-a-rr-aw-er-----.-----B-a-nk------, 21 For Yatra Online Private Limited =---psuth:n:e :Signatory

 


! I I For Yatra Online Private Limited L For Yatra Online Private Limited 1"" ,::!' \ . A· thorised Signatory For Yatra Online Private Limited L Auth rised Signatory \ · I Borrower Bank 22 : ..::; . ············====

 


·····--------------·-······ -----------------SCI-IE.=:DU L£ I Address: ICICI Tower, NBCC Place Pragati Vihar Bhishma Pitmah Marg 110003 Overall Limit : 1,1 00 Fund Based : NO n Fund Based : 1,100 For Yatra Online Private Limited lwv--feJl 1uthorised Signatory · For Yatra Online Private Limited jl I=--=-=--=·····=···=· -====;,I•LIF_=_=_=_=_,=B:=or:ro:=w:_e:-r-_-_-j ,-/c;--------"'Ba"'-'nk"--_ Z3 22"d July 2017 Yatra Online Private Limited, a company within the meaning of the Companies Act, 2013 and having its Registered Office at B2, 202, 2nd Floor, Marathon Innova, Building, Marathon Nextgen Complex, Opp. Peninsula Corporate Park Off. Ganpatro \ Kadam Marg, Lower Pare!(W) Mumai-400013, Maharashtra & Corporate Office at Unit No 1101-03, Tower-B, lith Floor, Unitech Cyber Park, Sector-39 Gurgaon 122002 HR IN. Ne No w Delhi The CAL dated the 21" day of June, 2017 issued by the Bank to the Borrower. The Borrower agrees that only the courts and tribunals (including the debt recoymtribunals) of New Delhi shall have exclusive jurisdiction, _

 


IN WITNESS WHEREOF 13orvo-we-r-Agv fo-!?<.-,_.d-oAJ, 130M40 1icW Ft0LiAy !JULY Y€40-'1.-V{-l.vv 5I SIGNED AND DELIVERED by the within named Bank, ICICI BANK LIMITED, by the hand of Mr. I Ms: , its authorized official For fu& Boyv-qwe..v: The Common Seal of YATRA ONLINE PRIVATE LIMITED has, pursuant to the Resolution of its Board of Directors passed in that behalf on the 15"' day of May, 2017, hereunto been affixed in the presence of Mr. Anuj Kumar Sethi and Mr. Alok Vaish, Authorized Signatory who have signed these presents in token thereof. I I For Yatra Online Private Limited ''"'"'"""' I I For Yatra Online Private Limited For Yatra Online Private Limited "':::,, ""' "'"""' For Yatra Online Private Limited Tut:::f(&, 24 ---------------

 


ANNEXURE I IER/VlS AND CONDiiiONS APPLICABLE FOR SPECIFIC FACILiiiES PARI A (BANK CUARANTEE [BC] I SiANO BY LETTER OF GREDII [SBLG]) 1. BC I SBLG FACILiiiES The Bank has, at the request of the Borrower, agreed to grant to the Borrower working capital facilities by way of issue of bank guarantees I standby letter(s) of credit (the "BCJ)', which expression shall, as the context may permit or require, mean any or each of such BGs and all renewals made thereto from time to time) in favour of entities I persons acceptable to the Bank guaranteeing I undertaking payment obligations in terms of various contracts I agreements entered into between the Borrower and the respective beneficiaries, upto the maximum extent of the amounts of respective Limits specified in the CAL (the "BC F '). Provided, however, the total of amounts outstanding under the BG Facilities shall not at any point of time exceed the amount of the respective Limits. 2. PAYtvtENi AND INiERESI (i) lf the Bank is called upon to pay, or pays, all or any of the monies under or in respect of the BGs, the Borrower shall, without questioning the reasonableness or validity or otherwise of any payment made or required to be made by the Bank under the BGs, forthwith pay to the Bank, all amounts payable or as the case may be, paid by the Bank, including without limitation, all costs, charges and expenses whatsoever payable or paid, suffered or incurred by the Bank in respect of or in relation to or arising out of the obligations undertaken under the BGs (collectively, the,"DA-BC.Y') and until such payment by the Borrower, the same shall unless otherwise agreed to by the Bank, be deemed to be on demand loans to the Borrower carrying interest at the rate specified in the CAL. The Bank shall be entitled, at its sole discretion, without any further consent from the Borrower, to debit the Account with the amount of any payments the Bank is required to make I makes under or in respect of the BGs, as aforesaid. (ii) Allpayments made by the Bank in foreign currencies may be, at the option of the Bank, converted into rupees with reference to the actual cost to the Bank (including all commission or other bank charges and out-of-pocket expenses) in remitting the foreign currencies. 3. ADDIIIONAL PROVISIONS The Borrower further agrees, confirms and undertakes as follows: (i) the Bank may in its sole and absolute discretion and without reference to the Borrower and without the Bank being required to ascertain any breach of the agreements/ contracts underlying the BGs, or the validity thereof or otherwise and notwithstanding any directions to the contrary given by the Borrower or any other person on the ground of a dispute as to the liability of the Borrower I the Bank or otherwise, admit or compromise and pay or submit to arbitration or dispute or resist any claim or demand made against the Bank under or in respect of sueBGs. Notwithstanding the aforesaid, the Borrower shall, in accordance with the Facility Agreement, continue to be liable to indemnify the Bank, in respect of any action or payment which the Bank may take or make; 0 lL 2l II====== =F=o=r= : ::::I::.L-::-.:-:-----_-B.o r ro w er ------B an k ------===----,, For Yatra Online Private Limited A A

 


I I (ii) Borrower shall (unless otherwise agreed to by the Bank): (a) duly and punctually observe, perform and comply with all the covenants, obligations and conditions of allthe agreements underlying the BGs; (b) not create or permit to subsist, any encumbrance of any nature whatsoever over all or any part of the underlying agreements; (c) not amend or agree to amend or grant waiver of any of the provisions of the underlying agreements. BGs will be issued by the Bank only as per the provisions of applicable laws and regulations including those laid down by RBI; BGs shallbe issued by the Bank only in a format acceptable to the Bank; in case of bid bond I earnest money deposits I advance payment I retention money BGs, stipulated under project exports or if the BGs are issued under any Export Promotion Capital Goods Scheme (EPCGS), the Bank shall be entitled to obtain counter guarantees from Export Credit Guarantee Corporation ("£cc;C!') or similar authority, at the costs and expenses of the Borrower; if for any reason whatsoever the liability of the Bank extends beyond the validity period specified in the BGs or if the Bank is prevented by any action initiated by the Borrower or otherwise from making payment of part or whole of the guaranteed amounts to the beneficiary of the BGs, the Borrower shall be liable to pay commission also for the period for which the Bank remains liable under the BGs and I or the period for which the payment of the guaranteed amount I discharge from the guaranteed obligations has been delayed; the Borrower shall provide I deposit immediately on demand and without demur, additional acceptable security to the Bank and I or sufficient amounts by way of 100% cash margin on the outstanding amounts of the BGs, which in the Bank's opinion are likely to be invoked due to non I inadequate fulfillment of obligation, in particular of performance undertaken under the BGs. The Borrower shall accept the Bank's judgment on the likelihood of guarantee obligation being unfulfilled, as finaland binding; in the event of the interest rate on the principal amount of the financial assistances guaranteed by the Bank increasing for any reason whatsoever beyond the percentage specified in the underlying agreements I contracts and consequentially the liability and obligation of the Bank under the BGs increasing, the Borrower shall indemnify and keep indemnified the Bank to the extent of additional interest liability paid in such form as may be determined by the Bank. (iii) (iv) (v) i i (vi) (vii) (viii) f. I I I Yatra Online Private Limited l Authorised Signatory ·.-\ For Yatra Online Private limited vw · Yatra Online Private Limited 1uthorised Signatory "'""'""'" I I Borrower Bank 26 ., For For

 



Exhibit 4.25

 

--·--··-·-·------------------l I Indian-Non Judicial Stamp Haryana Government on Judicial Date : 28/08/2017 I I I l'-l ul!l-.R HI !1"II!'·!ll·!!n· ··!"(H ll ·-·!(1;'1(''1\ ''!11 !1\!1 ! '!'ill"!II'( Stamp Duty Paid : IRS. Only) 200 Certificate No. G0282017H1903 i I ilJ1 ll r li :! 1 II f: f 1 ti ,; ; 'li 1 1 Ui : ;J!i I 1 il'l11ll"ill''l i'Il11i1l't'i'1'11:i1l'l111111l'l1'l1l'1''lli' Penalty: (Rs. zero Only) 0 GRN No 30084165 ti 1 I Seller I First Party Detail ame: .No/Fioor: ityNiilage : hone: Yatra Online Pvt ltd Na Gurugram 9871372500 Sector/Ward : Na District : Gurugram LandMark : State : Na Haryana Buyer I Second Party Detail Name: lnnoven Capital India pvt ltd H.No/Fioor · Na Gurugram 0 Sector/Ward : Na District : Gurugram LandMark : State : Na Haryana CityNillage Phone : Purpose : DEED OF HYPOTHECATION The authenticity of this document can be verified by scanning this QrCode Through smart phone or on the website https://egrashry.nic.in crJ Bfa_,-rnr; p -Q.n. ;l'ft4) tf<nT110 cj Ov'T'-t:h£ 07'<: rO-.'lf-0.Pd evnrl .CH::.""t:u_·,-e e ('\._ <?:XC:CLJ'b<J ct fi(1fJcl-h_e c 10..-t crr< Cm-li'N_ Yo:b-._Q Vn:t\Jc:d.. C2.. L.l""'--i::eA'

 


DEED OF HYPOTHECATION BY AND BETWEEN INNOVEN CAPITAL INDIA PRIVATE LIMITED AND BORROWER

 


TABLE OF CONTENTS 1. 2. HYPOTHECATION IN FAVOR OF INNOVEN BORROWER'S REPRESENTATIONS AND COVENANTS SCHEDULE A SCHEDULE B ANNEXURE I 4 4 8 9 11 2 lnnoVen

 


DEED OF HYPOTHECATION THIS DEED OF HYPOTHECATION (this "Deed" or this "Agreement") made on the day, month and year set out in Schedule 1 of the Term Loan Agreement between Yatra Online Private Limited, a company within the meaning of the Companies Act, 1956 and having its registered office at B2, 202, 2nd Floor ,Marathon lnnova, Marathon Nextgen Complex, Off. Ganpatrao Kadam Marg, Lower Parel (N), Mumbai Maharashtra, 400013 (hereinafter referred to as the "Borrower" which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the ONE PART; In favour of lnnoVen Capital India Private Limited, a private limited company incorporated under the Companies Act, 1956 and registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 having its registered office at 12th Floor, Express Towers, Nariman Point, Mumbai 400021 (hereinafter referred to as "lnnoVen", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the OTHER PART. lnnoVen and the Borrower are hereinafter, where the context so requires, collectively referred to as the "Parties" and individually as "Party". WHEREAS: I. lnnoVen and the Borrower have entered into a Term Loan Agreement dated September 12, 2017 ("Term Loan Agreement"), under which lnnoVen has agreed to lend and advance to the Borrower and the Borrower has agreed to borrow from lnnoVen, the Term Loan amounting to INR 495,000,000 (Rupees Four Hundred and Ninety Five Million only}, on the terms and conditions contained in the Term Loan Agreement. II. Pursuant to the provisions in the Term Loan Agreement, the Term Loan together with all Interest, Expenses and all other monies as provided under the Term Loan Agreement and other Loan Documents shall be secured, inter alia, by a pari passu charge by way of hypothecation in favor of lnnoVen of all the Borrower's fixed, current and non•current assets, both existing and future, including all Intellectual Property and Intellectual Property Rights (hereinafter referred to as the "Hypothecated Goods", as more fully described under Schedule A hereunder), subject to the terms of the Term Loan Agreement. It is clarified that the charge created herein comprises of pari passu charge along with the charge created solely in favor of ICICI Bank Limited to secure the bank guarantee facility from ICICI Bank Limited for the amount of INR 1,100,000,000 (Rupees one billion one hundred million only), excluding (i) INR 600,000,000 collateral and cash margin in account no. maintained with ICICI Bank Limited by the Borrower and any collection account of the Borrower including account numbers •••••• and maintained with ICICI Bank Limited the details of which is specified in Annexure I to this Deed; (ii) other vehicle an held by the Borrower over 3 lnnoVen

 


which lien has been marked by banks, the details of which are specified in Annexure II to this Deed; and (iii) a vehicle loan facility amounting to INR 20,000,000 (Rupees twenty million only) to be availed by the Borrower from ICICI Bank. IlL lnnoVen has called upon the Borrower to execute these presents which the Borrower has agreed to do in the manner hereinafter expressed. NOW THIS DEED WITNESSETH AS FOLLOWS: 1. HYPOTHECATION IN FAVOR OF INNOVEN The Borrower hereby expressly creates a pari passu charge by way of hypothecation on the Hypothecated Goods (as defined and described under Schedule A hereto), in favor of lnnoVen, to secure the payment and performance in full of all of the Obligations under the Term Loan Agreement and the other Loan Documents, subject to the terms of the Term Loan Agreement 2. BORROWER'S REPRESENTATIONS AND COVENANTS In connection with the Obligations of the Borrower under the Term Loan Agreement and the security interest created on the Hypothecated Goods in favor of lnnoVen, the Borrower hereby expressly represents warrants and covenants to lnnoVen as follows: 2.1. The Borrower has good title to, has all the rights in, and as on the date falling 15 (Fifteen) days after the First Closing Date has the absolute power to transfer each of the Hypothecated Goods and the Borrower further states that the Hypothecated Goods are free and clear of any Encumbrances except to the extent disclosed under the Disclosure Schedule under the Term Loan Agreement The Borrower further states that the Borrower is the sole owner of its Intellectual Property and the Intellectual Property Rights. The Borrower states that the Intellectual Property, is valid and enforceable, and no part of the Intellectual Property or the Intellectual Property Rights have been judged invalid or unenforceable, in whole or in part, and to the best of Borrower's knowledge, no claim has been made that any part of the Intellectual Property or the Intellectual Property Rights violates the rights of any third party. The Borrower shall keep the Hypothecated Goods insured for risks, and in amounts in accordance with the provisions and terms set forth in the Term Loan Agreement, and as lnnoVen may reasonably request The Borrower shall deliver to lnnoVen promptly, the certified true copies of all the policies of insurance taken in connection with the Hypothecated Goods as per the requirements laid out in the Term Loan Agreement 2.2. The Borrower shall make all such filings required with all governmental authorities and agencies as may be necessary and appropriate for the purpose of creation and/ or perfection of the Lien created under this Deed, including filing a copy of this Deed together with a duly completed Form CHG-1 as prescribed under the Companies Act, 2013 with the relevant Registrar of Companies and payment of the requisite filing fee within the prescribed period without payment of penalty, and it shall deliver copies of receipts of such filings to lnnoVen . 4

 


2.3. As on the date falling 15 (Fifteen) days after the First Closing Date, the creation of the Encumbrance over the Hypothecated Goods (pursuant to this Deed, in favor of lnnoVen) is in accordance with all the applicable Law, the charter documents of the Borrower and does not conflict with any agreements entered into by the Borrower. 2.4. lnnoVen or its nominees ("lnnoVen's Nominees"), with prior written notice of at least 7 (Seven) days and at the Expense and risk of the Borrower, shall be entitled at all times, to enter any place where the said Hypothecated Goods may be inspected or examined and take particulars of all or any part of the said Hypothecated Goods and check any statement, accounts, reports and information, with respect to the same. The Borrower shall, as and when required by lnnoVen, provide full particulars and details to lnnoVen of all the assets of the Borrower and of the said Hypothecated Goods and shall furnish and verify all documents including and not limited to statements, reports, returns, certificates and information from time to time as required by lnnoVen and furnish and execute all necessary documents to give effect to the security created under this Agreement. 2.5. In the event of any breach or default by the Borrower or the Guarantor in the performance of its obligations hereunder or any of the terms and conditions stipulated in the Term Loan Agreement, or the Guarantee, the Deed of Pledge or any other agreements that may hereafter be executed by the Borrower and/or the Guarantor in favor of lnnoVen or in the event of the Borrower failing to pay either the Interest or any installmenVs of the principal of the Term Loan Amount, or in the event of the Lien, or security created in favor of lnnoVen having become enforceable for any reason whatsoever, lnnoVen or lnnoVen's Nominees or representatives shall, in case such breach or default is not remedied by the Borrower, within the Cure Period, without any notice and without assigning any reason and at the risk and Expense of the Borrower, have the right and permission to enter the premises or location where the Hypothecated Goods are located and seize, recover, receive and remove and I or sell by public auction or by private contract and any other manner as deemed fit by lnnoVen, any part of the Hypothecated Goods and to enforce, realize, settle, compromise and deal with any rights or claims relating thereto without being bound to exercise any of these powers or be liable for any losses in the exercise or non exercise thereof and without prejudice to lnnoVen's other rights and remedies. 2.6. Upon enforcement of the Encumbrance created hereunder, in no event shall lnnoVen be liable to purchasers of the Hypothecated Goods for any losses that may arise out of any defect to the title of any of the Hypothecated Goods and any such losses shall be to the account of the Borrower. 2.7. All the Hypothecated Goods and all the proceeds received as a result of sale and insurance proceeds thereof and all documents under this security shall be kept distinguishable f separately and held as the property of lnnoVen, and the Borrower shall not create Encumbrance upon the Hypothecated Goods or over the same or any part thereof except in favour of lnnoVen nor suffer any such Encumbrance that may prejudice the security under this Agreement. 5 lnnoVen

 


except in the ordinary course of business, sell or part with the Hypothecated Goods or any of them and in the event of being specifically permitted by lnnoVen, the Borrower shall on any and every such sale, pay to lnnoVen, if so required by them, such portion of the net proceeds of the sale, which extend to the extent of the monies, due and payable by the Borrower to lnnoVen under the Loan Documents. 2.8. Notwithstanding, anything as contained above with respect to sale of whole or part of the Hypothecated Goods, the Borrower may without payment to lnnoVen, with the prior written consent of lnnoVen, replace old and outmoded movables forming part of the Hypothecated Goods by equipment of equivalent or greater value. However, the Borrower is not required to obtain the consent of lnnoVen if the value of the Hypothecated Goods proposed to be replaced is lesser than INR 5,000,000 (Rupees Five Million Only) for each replacement and the aggregate value of the such Hypothecated Goods does not exceed INR 50,000,000 (Rupees Fifty Million only) per annum. 2.9. The security created on the Hypothecated Goods under this Agreement shall be a continuing security for the repayment of the Term Loan together with all Interest, Expenses and all other monies due to lnnoVen under the Term Loan Agreement and the other Loan Documents, and this continuing security shall not be affected or impaired or discharged in any manner by winding up (voluntary or otherwise) or by any event of merger and amalgamation, reconstruction or otherwise of the Borrower with any other company or such other similar event. 2.10. The Borrower further undertakes to execute such other deeds, agreements or documents as may be required by lnnoVen including the Power of Attorney in the form as annexed as Schedule B to this Deed of Hypothecation, to further protect and I or enforce the security created under this Agreement on the occurrence of an Event of Default. 2.11.Nothing contained herein shall affect or prejudice the rights or remedies of lnnoVen in respect of any present or future security, guarantee obligation or decree for any indebtedness or liability of the Borrower to lnnoVen. 2.12.This Agreement forms part of the Term Loan Agreement and the provisions contained herein shall be read together with the provisions of the Term Loan Agreement as amended from time to time and to the extent of any inconsistency or repugnancy the latter shall prevail. Further, Section 13 ("Miscellaneous") and Appendix 1, Section 1.2 ("Construction") of the Term Loan Agreement shall apply mutatis mutandis to this Agreement Capitalized terms used in this Agreement but not specifically defined herein shall carry the meanings ascribed to such term under the Term Loan Agreement. [Signature page follows] 6 lnnoVen

 


IN WITNESS WHEREOF, each of the aforenamed Parties has signed and executed this Agreement, and all the original copies hereto, on the date first above written. I BORROWER lloooVeo 7 FOR lnnoVen NAME: DESIGNAliON : PLACE: DATE: FOR Y ATRA ONLINE PRIVATE LIMITED NAME: DESIGNATION: PLACE: DATE:

 


SCHEDULE A Particulars of the Hypothecated Goods The Hypothecated Goods consist of all of Borrower's right, title and interest in and to the following properties I assets: The Borrower's existing, future, fixed, current and non-current assets, including any and all Intellectual Property and the Intellectual Property Rights with respect to these movables present and future, accounts, bank balances,receivables, book debts, deferred revenues, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, goodwill, uncalled capital, general intangibles, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, whether installed or not and whether now lying loose or in cases or which are now lying or stored in or about or to be stored in or about the Borrower's premises held by any party to the order or disposition of the Borrower, including in the course of transits, whether in ship or land as enlisted below, and all Borrower's books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. It is clarified that the following assets of the Borrower are specifically excluded from the definition of Hypothecated Goods: 1. INR 600,000,000 collateral and cash margin in account no. maintained with ICICI Bank Limited by the Borrower and any collection account of the Borrower including account numbers an - maintained with ICICI Bank Limited as described in Annexure I to this Deed. other vehicle and fixed deposits held by the Borrower over which lien has been marked by banks, the details of which are specified in Annexure II to this Deed; and a vehicle loan facility amounting to INR 20,000,000 (Rupees twenty million only) to be availed by the Borrower from ICICI Bank Limited. 2. 3. 8 lnnoVen

 


Schedule B POWER OF ATTORNEY The Parties have entered into a Term Loan Agreement dated [•], 2017 for the Term Loan Amount granted by lnnoVen to the Borrower ("Term Loan Agreement'). The Parties have further entered into a Deed of Hypothecation dated [•], to secure the payment and performance in full of all of the Obligations under the Term Loan Agreement BY THESE PRESENTS, Yatra Online Private Limited, a company within a meaning of the Companies Act, 1956 and having its registered office at B2, 202, 2nd Floor ,Marathon lnnova, Marathon Nextgen Complex, Off. Ganpatrao Kadam Marg, Lower Pare! fYV), Mumbai Maharashtra, 400013 and corporate office at 1101-03, Tower B, 1 fh Floor, Unitech Cyber Park, Sector-39, Gurgaon-122001 (hereinafter referred to as the "Borrower", which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns). HEREBY NOMINATES, CONSTITUTES AND APPOINTS lnnoVen Capital India Private Limited, a private limited company incorporated under the Companies Act, 1956 and registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 having its registered office at 12th Floor, Express Towers, Nariman Point, Mumbai 400021 (hereinafter referred to as the "lnnoVen", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) to be its lawful attorney-in-fact in connection with the Term Loan Agreement and the Deed of Hypothecation dated [•] entered into by the Parties to secure the payment and performance in full of all of the Obligations under the Term Loan Agreement, exercisable upon the occurrence and during the continuance of an Event of Default under the Term Loan Agreement to: (a) (b) Endorse Borrower's name on any cheques or other forms of payment or security; Sign Borrower's name on any invoice or bill of lading for any account or drafts against account debtors; settle and adjust disputes and claims about the Receivables directly with account debtors, for amounts and on terms lnnoVen determines reasonable; Make, settle, and adjust all claims under Borrower's insurance policies; Pay, contest or settle any Lien, or Encumbrance, in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; Transfer the Collateral in the name of lnnoVen or a third party as permitted under Law and do all deeds and actions necessary in that regard; and Execute and perform any other act or acts, deed or deeds, matter or thing whatsoever which in the opinion of the Attorney ought to be done, executed and performed, in order to protect and I or enforce the security created under the Deed of Hypothecation and I or under the Term Loan Agreement (c) (d) (e) (f) 9 lnnoVen BORROWER

 


lawful attorney-in-fact to sign Borrower's name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full. It is expressly agreed by the Parties that this Power of Attorney shall be irrevocable and shall be in effect unless all the Obligations under the Term Loan Agreement are fulfilled to the satisfaction of lnnoVen. Further, it is also expressly agreed by the Parties that the Term Loan referenced in the Term Loan Agreement shall constitute sufficient consideration for the issuance of this Power of Attorney. Capitalized terms not defined herein shall have the same meaning as assigned to them under the Term Loan Agreement. IN WITNESS WHEREOF, the Borrower has signed and executed this Power of Attorney on [•]. For the Borrower, Name: Title: 10 lnnoVen BORROWER

 


Annexure I (Attached) lloooVec 11 Account No. Name of Bank Address IFSC Code lClCl Bank Limited 9A, Phelps, Connaught Place, New Delhi - 110001 - lClCl Bank Limited 005 A Unitech Trade Centre, Sector Road, Sushant Lok Phase - 1, Gurgoan 122002

 


Annexure II (Attached) 1. As of July 31, 2017, the Company have availed a vehicle loan facility of Rs. 32,698,764/-. 2. Fixed Deposits on which Lien is marked with Banks are mentioned herein below: 6 7 8 9 13 14 Tower C, Building No.8, Sector-Phase-11, Gurgaon 15 J ---12 lnnoVen ba Road, New Delhi 110001 Cyberctiy, 25, DLF City BANKING CORP. 600,000,000 740,119,907 ICICI BANK LTO SCO 18 & 19, Sector 14, Huda Shopping Centre aon-122001

 



Exhibit 4.26

 

---------------------------------------------------------------------Indian-Non Judicial Stamp Haryana Government Non Judicial Date : 28/08/2017 Stamp Duty Paid : (Rs. Only Penalty: (Rs Zero Only) 200 0 G0282017H1915 30084165 Certificate No GRN No. 1111 1111m111111W1111111111111111111111111 11111111 III IIHIIIIIII1 11 111 Seller I First Party Detail Name H.No/Fioor CityNillage : Phone: Yatra Online Pvt ltd Sector/Ward : Na District :Gurugram LandMark : State : Na Haryana Na Gurugram 9871372500 Bu er I Second Par Detail Name : H.No/Fioor : CityNillage· Phone: lnnoven Capital India pvt ltd Na Gurugram 0 Sector/Ward : Na District : Gurugram LandMark : State : Na Haryana Purpose : UNCONDITIONAL GUARANTEE The authenticity of this document can be verified by scanning this QrCode Through smart phone or on the website https://egrashry.nic.in fUncon&:_ll.ono_t en. 0a.& jcm-n:) <QXec. ecf 0t:()Jf"nf-> uru .cvn-t f' ern fCLn.t Dm.cf{).e-twpert\ \.fo.h,_C\. O'T\.lo--c <?Y'LU.lct{Q Ont:fnt . lD-n.:ie{ -..-u:\J +e Capa-cJ. '--to-lna._ -:l:o-\...1-<?cf cfi.a... Ctrntt'9--nnD\fe.'T\ 1 3efA 'tn('tf.n 1?., '-1 CYI

 


UNCONDITIONAL GUARANTEE This continuing unconditional guarantee ("Guarantee") is entered into as of September 12, 2017 by 1. Yatra Online, Inc., a company incorporated under the laws of Cayman Islands, and having its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, Grand Cayman, KYI-1104 Cayman Islands (hereinafter referred to as the "Guarantor" which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns). AND lnnoVen Capital India Private Limited, a private limited company incorporated under the Companies Act, 1956 and registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934 having its registered office at 12th Floor, Express Towers, Nariman Point, Mumbai 400021 (hereinafter referred to as "lnnoVen", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns). AND 2. Yatra Online Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at B2, 202, 2nd Floor ,Marathon lnnova, Marathon Nextgen Complex, Off. Ganpatrao Kadam Marg, Lower Parel 0/1/), Mumbai Maharashtra, 400013and corporate office at 1101-03, Tower B, 111 h Floor, Unitech Cyber Park, Sector-39, Gurgaon-122001, India (hereinafter referred to as the "Borrower" which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns). The Guarantor and lnnoVen are hereinafter, where the context so requires, collectively referred to as the "Parties" and individually as "Party". Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Term Loan Agreement (as defined hereunder). RECITALS A. Concurrently herewith, lnnoVen and the Borrower, are entering into that certain Term Loan Agreement dated as of September 12, 2017 (as amended, restated, or otherwise modified from time to time, the "Term Loan Agreement") pursuant to which lnnoVen has agreed to advance a term loan of INR 495,000,000 (Rupees Four Hundred and Ninety Five Million only) ("Term Loan"), subject to the terms and conditions set forth therein. B. In consideration of the agreement of lnnoVen to make the Term Loan to Borrower under the Term Loan Agreement, Guarantor is willing to guarantee the full payment and performance by Borrower of all of its obligations thereunder and under the other Loan Documents, all as further set forth herein. I I

 


C. The Guarantor holds directly and indirectly, 100% of the issued and paid-up share capital of the Borrower. Now, THEREFORE, in order for lnnoVen to enter into the Term Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Guarantor hereby represents, warrants, covenants and agrees as follows: Section 1. Guarantee. (a) Unconditional Guarantee of Payment. In consideration of the foregoing, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to lnnoVen, the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations of the Borrower. Guarantor agrees that it shall execute such other documents or agreements and take such action as lnnoVen shall reasonably request to effect the purposes of this Guarantee. (b) Independent Obligation: The Guarantor shall without prejudice to the other provisions contained herein, as primary obligor and not merely as surety, on a full indemnity basis, indemnify lnnoVen as a result of the whole or any of the Obligations being or becoming void, voidable, unenforceable or ineffective as against the Borrower for any reason whatsoever irrespective of whether such reason or any related fact or circumstance was known or ought to have been known to lnnoVen or any of its officers, employees, agents or advisers. The amount of such loss shall be equal to the amount, which lnnoVen would othery.tise have been entitled to recover from the Borrower in respect of the Obligations. (c) The Guarantor covenants that, it shall ensure, save as otherwise provided in this Guarantee and the other Loan Documents, that its obligations under this Guarantee do and will rank above and prior to all its other present and future obligations, unless the same is approved by lnnoVen. (d) The Guarantor hereby covenants and agrees that until all the Obligations of the Borrower under the Loan Documents are fully discharged and performed to the reasonable satisfaction of lnnoVen, the Guarantor shall not, without the prior written approval of lnnoVen, create or permit to subsist any Encumbrance (save and except for securing borrowings for working capital requirements in the ordinary course of business up to the limit as maybe approved by lnnoVen in writing) or any type of preferential arrangement (including retention arrangements or escrow arrangements having the effect of granting security), in any form whatsoever on any of the Assets or (whether voluntarily or involuntarily) sell, transfer, grant lease or otherwise dispose of or deal with (or agree to do any of the foregoing at any future time), all or any of the Assets. (e) The Guarantor hereby appoints and authorizes lnnoVen, to sell or dispose off any or all assets of the Guarantor ("Assets") in the event the Guarantor fails to make a payment to lnnoVen towards the outstanding Obligations under this Guarantee ("Guarantor's Obligations") within 10 days of receipt of notice from lnnoVen to pay such amounts ("Default") and remit the sale consideration to lnnoVen towards fulfillment of the Guarantor's Obligations. (f) Notwithstanding anything contained in this Guarantee, in the event the proceeds realised as a result of sale of the Assets do not satisfy the Obligations in full, the Guarantor shall continue to be liable to lnnoVenfor such deficiency. (g) 2

 


Section 2. Representations and Warranties. Guarantor hereby represents and warrants that: (a) Guarantor (i) is a limited liability company duly organized, validly existing and in good standing under the laws of Cayman Islands; (ii) is duly qualified to do business and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified (except where the failure to so qualify would not reasonably be expected to have a Material Adverse Change on Guarantor's condition, financial or otherwise, or on Guarantor's ability to pay or perform the obligations hereunder); and (iii) has all requisite power and authority to execute and deliver this Guarantee and to perform its obligations hereunder. (b) The execution, delivery and performance by the Guarantor of this Guarantee (i) is within Guarantor's powers and have been duly authorized by all necessary action; (ii) do not contravene Guarantor's charter documents or any law or any contractual restriction binding on or affecting the Guarantor or by which Guarantor's property may be affected; (iii) does not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person under any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except such as have been obtained or made; and (iv) does not result in the imposition or creation of any Lien upon any property of Guarantor. (c) This Guarantee is a valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally. (d) There is no action, suit or proceeding affecting Guarantor or its assets, pending or threatened before any court, arbitrator, or governmental authority, domestic or foreign, which would reasonably be expected to have a Material Adverse Change on the ability of Guarantor to perform its obligations under this Guarantee. (e) Guarantor's obligations hereunder are not subject to any offset or defense against lnnoVen or Borrower of any kind. The financial statements of the Guarantor for the Financial year 2017 (audited), copies of which have been furnished to lnnoVen, fairly present the financial position and results of operations for the Guarantor for the dates and periods purported to be covered thereby, all in accordance with IFRS, and there has been no Material Adverse Change in the financial position or operations of Guarantor since the date of such financial statements. (f) (g) The incurrence of Guarantor's obligations under this Guarantee will not cause Guarantor to (i) become insolvent; (ii) be left with unreasonably small capital for any business or transaction in which Guarantor is presently engaged or plans to be engaged; or (iii) be unable to pay its debts as such debts mature. (h) No order has been made, petition presented, resolution passed or meeting convened for the winding up (or other process whereby the business is terminated or a substantial part of the assets of the Guarantor or its subsidiaries are distribu d amongst its creditors and/or shareholders or other contributories) of the Guarantor 0.'.,.ur l c 3 ,....:. <{ ""r

 


and there are no cases or proceedings under any applicable insolvency, reorganization, or similar laws concerning the Guarantor. (i) Guarantor covenants, warrants, and represents to lnnoVen that all representations and warranties contained in this Guarantee shall be true at the time of Guarantor's execution of this Guarantee, and shall continue to be true so long as this Guarantee remains in effect. Neither the Guarantor nor any Person acting for or on behalf of the Guarantor has made any representation, warranty, or other statement now or later in each Loan Document executed and delivered by the Guarantor pursuant to the Term Loan Agreement or this Guarantee and to perform its obligations thereunder and hereunder that is incorrect in any material respect when made. 0) Section 3. General Waivers. The Guarantor hereby specifically waives: (a) Any right to require lnnoVen to (i) proceed against Borrower or any other Person; (ii) proceed against or exhaust any Collateral or (iii) pursue any other remedy. lnnoVen may exercise or not exercise any right or remedy it has against Borrower or any Collateral it holds (including the right to foreclose by judicial or non­ judicial sale) without affecting Guarantor's liability hereunder. (b) Any setoff, defense or counterclaim against lnnoVen. (c) Any defense from the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until Borrower's obligations to lnnoVen have been paid, Guarantor has no right of subrogation or reimbursement or other rights against Borrower. (d) Any right to enforce any remedy that lnnoVen has against Borrower. (e) Any right to participate in any Collateral held by lnnoVen. (f) Any demand for performance, notice of non-performance or of new or additional indebtedness incurred by Borrower to lnnoVen. Guarantor is responsible for being and keeping itself informed of Borrower's financial condition. (g) All the rights available to the Guarantor as surety under Sections 133, 134, 135, 139 and 141 of the Indian Contract Act, 1872. Section 4. Reinstatement. Notwithstanding any provision of the Term Loan Agreement to the contrary, the liability of Guarantor hereunder shall be reinstated and revived and the rights of lnnoVen shall continue if and to the extent that for any reason any payment by or on behalf of Guarantor or Borrower is rescinded or must be otherwise restored by lnnoVen, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been

 


Guarantor agrees to indemnify and hold harmless lnnoVen from all costs and expenses (including, without limitation, reasonable attorneys' fees) of such litigation. To the extent any payment is rescinded or restored, Guarantor's obligations hereunder shall be revived in full force and effect without reduction or discharge for that payment. Section 5. No Waiver; Amendments. No failure on the part of lnnoVen to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. No waiver by lnnoVen under any of the Loan Documents shall constitute as a waiver by lnnoVen under this Guarantee. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Guarantee may not be amended or modified except by written agreement between Guarantor and lnnoVen, and no consent or waiver hereunder shall be valid unless in writing and signed by lnnoVen. Section 6. Compromise, Settlement and Term. (a) No renewal, extension, indulgence, change in, or modification of any of the Obligations of Borrower from the performance of any of the Obligations shall release or discharge Guarantor from this Guarantee or the performance of the obligations hereunder. (b) This Guarantee shall remain in force and effect until expiration or termination of all of the Borrower's Obligations under the Loan Documents. The obligations of the Guarantor under this Guarantee shall be co­ terminus with the Obligations of the Borrower under the Loan Documents. Upon expiration, this Guarantee shall become null and void and any claims, notices, statements and demands received by the Guarantor after such expiration shall be ineffective hereunder whether or not this Guarantee is returned for cancellation. Section 7. Notices. (a) Unless otherwise provided herein, all notices or other communications to be given shall be made in writing and by letter or facsimile transmission (save as otherwise stated) and shall be deemed to be duly given or made, in the case of personal delivery, when delivered; in the case of facsimile transmission, provided that the sender has received a receipt indicating proper transmission, when dispatched, or, in the case of a letter, ten (10) Business Days after being deposited in the post (by registered post, with acknowledgment due), postage prepaid, to such Party at its address or facsimile number specified herein or at such other address or facsimile number as such Party may hereafter specify for such purposes to the other by notice in writing. (b) The addresses referred to above are: (i) In the case of a notice to lnnoVen: Address: 12th Floor, Express Towers, Nariman Point, Mumbai 40002184 Facsimile number: +91 22 6744 6565 Marked to the attention of: Mr. Ankit Agarwal (ii) 5

 


Address: 1101-03, 111 h Floor, Tower-B. Unitech Cyber Park, Sector-39, Gurgaon - 122002 Email: alok.vaish@yatra.com Facsimile: +91 124 3395500 Marked to the attention of: Mr. Alok Vaish (c) A notice or other communication received on a day other than a Business Day, or after business hours in the place of receipt, shall be deemed to be given on the next following Business Day in such place. (d) The address or facsimile numbers for serving notices can be changed by any Party by properly serving notices on the other Parties informing them of the changes of address. (e) In the event that a Party refuses delivery or acceptance of a notice, request or other communication, under this Guarantee, it shall be deemed that the notice was given upon proof of the refused delivery, provided the same was sent in the manner specified in this Guarantee. (f) The Guarantor acknowledges and confirms that notice, if any, provided by lnnoVen as specified herein above, of any changes to the terms contained herein, or under other Loan Documents, shall be treated by the Guarantor as sufficient and reasonable notice to the Guarantor and lnnoVen is not bound to issue any further notice of such changes to the Guarantor. Section 8. Entire Agreement. This Guarantee constitutes and contains the entire agreement of the Parties and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understandings and communications between Guarantor and lnnoVen, whether written or oral, respecting the subject matter hereof. Section 9. Severability. If any provision of this Guarantee is held to be unenforceable under applicable law for any reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of Guarantor and lnnoVen to the extent possible. In any event, all other provisions of this Guarantee shall be deemed valid and enforceable to the full extent possible under applicable law. Section 10. Subordination of Indebtedness. Any indebtedness or other obligation of Borrower now or hereafter held by or owing to Guarantor is hereby subordinated in time and right of payment to all obligations of Borrower to lnnoVen ; and such indebtedness of Borrower to Guarantor is assigned to lnnoVen as Collateral for this Guarantee, and if lnnoVen so requests following an Event of Default under the Term Loan Agreement, shall be collected, enforced and received by Guarantor in trust for lnnoVen and to be paid over to lnnoVen on account of the Obligations of Borrower to lnnoVen, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guarantee. Any notes now or hereafter evidencing such indebtedness of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guarantee and shall be delivered to lnnoVen. 6

 


Section 11. Payment of Expenses. Guarantor shall pay, promptly on demand, all Expenses incurred by lnnoVen in defending and/or enforcing this Guarantee. For purposes of this Section 11, "Expenses" shall mean reasonable costs and expenses (including reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) for defending and/or enforcing this Guarantee (including those incurred in connection with appeals or proceedings by or against Guarantor under any bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief). Section 12. Assignment. This Guarantee shall be binding upon and inure to the benefit of Guarantor and lnnoVen and their respective successors and assigns, except that Guarantor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of lnnoVen, which may be granted or withheld in lnnoVen's sole discretion. Any such purported assignment by Guarantor without lnnoVen's written consent shall be void. Section 13. Governing Law and Arbitration. This Guarantee shall be governed by, and construed in accordance with, the laws of the Republic of India. Any dispute relating to the Guarantee hereunder, or in respect of any rights, liabilities and obligations arising out of this Guarantee shall be resolved by arbitration by a sole arbitrator appointed by both parties. If the parties are unable to decide on a sole arbitrator, then each of the parties shall appoint one arbitrator, and the two arbitrators shall, in conjunction, appoint a third arbitrator, who shall preside over the arbitration. The arbitration proceedings shall be carried out in accordance with the provisions laid down by the Arbitration and Conciliation Act, 1996 ("Arbitration Act") and rules framed thereunder. The place of arbitration shall be Mumbai. The arbitration proceedings shall be conducted in the English language. The Parties shall equally share the costs of the arbitrator's fees, but shall bear the costs of their own legal counsel engaged for the purposes of the arbitration. The Parties agree that the arbitrators 7

 


IN WITNESS WHEREOF, each of the aforenamed Parties has signed and executed this Guarantee, and all the original copies hereto, on the date first above referred and written. 8 FoR lnnoVen ' NAME: DESIGNATION : PLACE: DATE: GUARANTOR NAME: ALOK VAISH DESIGNATION: CFQ PLACE :GURGAON DATE: BORROWER NAME: ALOK VAISH DESIGNATION: CFQ PLACE :GURGAON DATE:

 



Exhibit 5.1

 

 

 

 

Our ref                                                           MUL/616051-000001/54519856v5

 

Yatra Online, Inc.

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

3 May 2018

 

Dear Sirs

 

Yatra Online, Inc.

 

We have acted as counsel as to Cayman Islands law to Yatra Online, Inc. (the “ Company ”) to provide this opinion letter in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “ Commission ”) under the United States Securities Act of 1933 as amended (the “ Act ”) (including its exhibits, the “ Registration Statement ”) related to securities to be issued and sold by the Company from time to time (together, the “ Securities ”). The Securities include:

 

(a)                                  ordinary shares of the Company of a par value of US$0.0001 each (the “ Ordinary Shares ”);

 

(b)                                  preference shares of the Company of a par value of US$0.0001 each (the “ Preference Shares ” and, together with the Ordinary Shares, the “ Shares ”);

 

(c)                                   debt securities, including senior debt securities, subordinated debt securities, senior convertible debt securities and subordinated convertible debt securities of the Company (the “ Debt Securities ”), each series of Debt Securities to be issued under an indenture to be entered into by the Company and the trustee, substantially in the form attached as an Exhibit to the Registration Statement, as each such indenture may be supplemented, in connection with the issuance of each such series, by a supplemental indenture, officers’ certificate or other writing thereunder establishing the form and terms of such series;

 

(d)                                  warrants to purchase Ordinary Shares, Preference Shares or Debt Securities (the “ Warrants ”) issuable pursuant to the terms of a warrant agreement (the “ Warrant Agreement ”) and warrant certificate (the “ Warrant Certificate ” and, together with the Warrant Agreement, the “ Warrant Documents ”); and

 

 



 

(e)                                   units which may be comprised of one or more of the other securities described above (the “ Units ”).

 

This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.

 

1                                          Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1                                The certificate of incorporation dated 15 December 2005, the certificate of incorporation on change of name dated 21 December 2005 and the sixth amended and restated memorandum and articles of association of the Company dated 15 December 2016 (the “ Memorandum and Articles ”).

 

1.2                                The certified extract of the minutes (the “ Minutes ”) of the meeting of the board of directors of the Company held on 17 April 2018 (the “ Meeting ”) and the corporate records of the Company maintained at its registered office in the Cayman Islands.

 

1.3                                A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “ Certificate of Good Standing ”).

 

1.4                                A certificate from a director of the Company a copy of which is attached to this opinion letter (the “ Director’s Certificate ”).

 

1.5                                The Registration Statement.

 

1.6                                The forms of senior debt securities indenture and subordinated debt securities indenture in respect of the Debt Securities (together, the “ Indenture Documents ” and, together with the Warrant Documents, the “ Documents ”).

 

2                                          Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1                                The Documents, the Warrants issuable under the Warrant Documents and the Debt Securities issuable under the Indenture Documents have been, or will be, authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws.

 

2.2                                The Documents, the Warrants issuable under the Warrant Documents and the Debt Securities issuable under the Indenture Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “ Relevant Law ”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2



 

2.3                                The choice of the Relevant Law as the governing law of the Documents, the Warrants issuable under the Warrant Documents and the Debt Securities issuable under the Indenture Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

 

2.4                                Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.5                                All signatures, initials and seals are genuine.

 

2.6                                The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents, the Warrants issuable under the Warrant Documents and the Debt Securities issuable under the Indenture Documents.

 

2.7                                There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.

 

2.8                                No monies paid to or for the account of any party under the Documents, the Warrants issuable under the Warrant Documents and the Debt Securities issuable under the Indenture Documents or any property received or disposed of by any party to the Documents, the Warrants issuable under the Warrant Documents and the Debt Securities issuable under the Indenture Documents in each case in connection with the Documents, the Warrants issuable under the Warrant Documents and the Debt Securities issuable under the Indenture Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Law (2018 Revision) and the Terrorism Law (2018 Revision), respectively).

 

2.9                                The Debt Securities will be issued and authenticated in accordance with the provisions of a duly authorised, executed and delivered Indenture Document.

 

2.10                         The Indenture Documents, the Warrants and the Warrant Documents will be, or have been, duly executed and delivered by an authorised person of the parties thereto.

 

2.11                         The Company will receive money or money’s worth in consideration for the issue of the Ordinary Shares and the Preference Shares and none of the Ordinary Shares or the Preference Shares will be issued for less than their par value.

 

2.12                         There will be sufficient Ordinary Shares and Preference Shares authorised for issue under the Memorandum and Articles.

 

2.13                         The issue of the Warrants issuable under the Warrant Documents, the Debt Securities issuable under the Indenture Documents, the Ordinary Shares, the Preference Shares and the Units will be of commercial benefit to the Company.

 

3



 

2.14                         No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Units, the Warrants, the Debt Securities, the Ordinary Shares or the Preference Shares.

 

2.15                         There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

 

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

 

3                                          Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1                                The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2                                The Company has all requisite power and authority under the Memorandum and Articles to enter into, execute and perform its obligations under the Indenture Documents to which it will be a party and the Debt Securities issuable under each such Indenture Document to which it is, or will be, a party.

 

3.3                                With respect to each issue of Debt Securities pursuant to the relevant Indenture Document, when: (a) the board of directors of the Company have taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; and (b) such Debt Securities issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the relevant Indenture Document relating to such issue of Debt Securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, such Debt Securities issued pursuant to the relevant Indenture Document will have been duly executed, issued and delivered.

 

3.4                                With respect to the Ordinary Shares and the Preference Shares, when: (a) the board of directors of the Company has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; (b) the issue of such Ordinary Shares and/or Preference Shares has been recorded in the Company’s register of members (shareholders); and (c) the subscription price of such Ordinary Shares and/or Preference Shares (being not less than the par value of the Ordinary Shares and/or Preference Shares) has been fully paid in cash or other consideration approved by the board of directors of the Company, the Ordinary Shares and/or Preference Shares will be duly authorised, validly issued, fully paid and non-assessable.

 

3.5                                With respect to the Warrants, when: (a) the board of directors of the Company has taken all necessary corporate action to approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters; (b) a Warrant Agreement relating to the Warrants shall have been duly authorised and validly executed and delivered by the Company and the financial institution designated as warrant agent thereunder; and (c) the Warrant Certificates have been duly executed, countersigned, registered and delivered in accordance with the Warrant Agreement relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the board of directors of the Company

 

4



 

upon payment of the consideration therefor provided therein, the Warrants will be duly authorised, legal and binding obligations of the Company.

 

4                                          Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1                                The obligations assumed by the Company under the Documents or the relevant Securities issuable thereunder will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

 

(a)                                  enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

 

(b)                                  enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia , where damages are considered to be an adequate remedy;

 

(c)                                   some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;

 

(d)                                  where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;

 

(e)                                   the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the “functional currency” of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;

 

(f)                                    arrangements that constitute penalties will not be enforceable;

 

(g)                                   enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;

 

(h)                                  provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;

 

(i)                                      the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Documents in matters where they determine that such proceedings may be tried in a more appropriate forum;

 

(j)                                     any provision in a Document which is governed by Cayman Islands law purporting to impose obligations on a person who is not a party to such Document (a “ third party ”) is unenforceable against that third party. Any provision in a Document which is governed by

 

5



 

Cayman Islands law purporting to grant rights to a third party is unenforceable by that third party, except to the extent that such Document expressly provides that the third party may, in its own right, enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014 of the Cayman Islands);

 

(k)                                  any provision of a Document which is governed by Cayman Islands law which expresses any matter to be determined by future agreement may be void or unenforceable;

 

(l)                                      we reserve our opinion as to the enforceability of the relevant provisions of the Documents to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; and

 

(m)                              a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Documents whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Law (2018 Revision) of the Cayman Islands, including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company.

 

4.2                                To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

 

4.3                                We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Documents or the relevant Securities issuable thereunder.

 

4.4                                We have not reviewed the final forms of the Indenture Documents, the Debt Securities to be issued thereunder, the Warrant Documents or the Warrants to be issued thereunder and our opinions are qualified accordingly.

 

4.5                                We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Indenture Documents, the Debt Securities, the Warrant Documents or the Warrants and enforce the remainder of the Indenture Documents, the Debt Securities, the Warrant Documents or the Warrants or the transaction of which such provisions form a part, notwithstanding any express provisions in the Indenture Documents in this regard.

 

4.6                                Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the

 

6



 

Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

We express no view as to the commercial terms of the Documents or the relevant Securities issuable thereunder or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectuses that are part of the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Documents or the relevant Securities issuable thereunder and express no opinion or observation upon the terms of any such document. This opinion letter may be relied upon by Goodwin Procter LLP for the purposes solely of any legal opinion that they may be required to give with respect to the Registration Statement.

 

Yours faithfully

 

/s/ Maples and Calder

 

Maples and Calder

 

7




Exhibit 12.1

 

RATIO OF EARNINGS TO FIXED CHARGES

 

The following table sets forth our historical consolidated ratio of earnings to fixed charges for the periods shown. As of the date of this prospectus, we have no preference shares outstanding and we did not declare or pay any dividends on preference shares for the periods indicated. Therefore, the ratios of earnings to combined fixed charges and preference share dividends are the same as the ratios of earnings to fixed charges presented below.

 

 

 

Nine Months Ended

 

Fiscal Year Ended March 31,

 

 

 

December 31, 2017

 

2017

 

2016

 

2015

 

 

 

(in INR thousands)

 

 

 

 

 

 

 

 

 

 

 

Ratio of Earnings to Fixed Charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Computation of Earnings:

 

 

 

 

 

 

 

 

 

Pre-tax income from continuing operations

 

(3,632,928

)

(5,895,976

)

(1,236,787

)

(990,487

)

Fixed charges*

 

80,661

 

77,421

 

58,765

 

41,848

 

Amortization of capitalized interest

 

2,804

 

2,684

 

1,565

 

1,250

 

Unwinding of discount on other financial liability**

 

 

41,910

 

22,826

 

13,647

 

Change in fair value of warrants

 

1,417,672

 

 

3,167

 

 

Total Earnings/(loss) available for fixed charges

 

(2,131,790

)

(5,773,961

)

(1,150,464

)

(933,743

)

 

 

 

 

 

 

 

 

 

 

Computation of Fixed Charges:

 

 

 

 

 

 

 

 

 

Fixed charges

 

1,501,138

 

122,015

 

86,323

 

56,745

 

Fixed Charges

 

1,501,138

 

122,015

 

86,323

 

56,745

 

 

 

 

 

 

 

 

 

 

 

Ration of Earnings to fixed charges

 

 

 

 

 

Deficiency of earnings available to cover fixed charges

 

(3,632,928

)

(5,895,976

)

(1,236,787

)

(990,488

)

 


*Includes one time refinance cost of INR 44,396, INR 17,004 and 6,334 during the year ended March 31, 2017, March 31, 2016 and March 31, 2015.

 

**Included cost relating to the financial liability, which were settled in Q1’18.

 

Earnings for the nine months ended December 31, 2017 and the fiscal years ended March 31, 2017, 2016 and 2015 were insufficient to cover fixed charges. Additional earnings of INR 3,632.9 million (US$ 55.6 million), INR 5,896.0 million (US$ 90.3 million), INR 1,236.8 million (US$ 18.9 million), INR 990.5 million (US $15.2 million)  for the nine month period ended December 31, 2017 and the fiscal years ended March 31, 2017, 2016 and 2015, respectively, would have been necessary to bring the respective ratios to 1.0. For purposes of calculating the above, earnings consist of (a) pretax income from continuing operations, (b) fixed charges and (c) amortization of capitalized interest. Fixed charges include (a) interest expensed, (b) discounts and capitalized expenses related to indebtedness, (c) unwinding of discount on other financial liability and (d) change in fair value of warrants.

 




Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form F-3) and related Prospectus of Yatra Online, Inc. for the registration of up to $ 100,000,000 of ordinary shares, preference shares, debt securities, warrants and units and to the incorporation by reference therein of our report dated June 30, 2017, with respect to the consolidated financial statements of Yatra Online, Inc. included in its Annual Report (Form 20-F) for the year ended March 31, 2017, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young Associates LLP

Gurgaon, Haryana, India

May 3, 2018

 




Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  x

 

Computershare Trust Company, National Association

(Exact name of trustee as specified in its charter)

 

A National Banking Association

 

04-3401714

(Jurisdiction of incorporation or organization if not a U.S.

 

(I.R.S. Employer Identification

national bank)

 

Number)

 

250 Royall Street, Canton, MA

 

02021

(Address of principal executive offices)

 

(Zip Code)

 

Rose Stroud, Trust Officer

8742 Lucent Boulevard, Suite 225, Highlands Ranch, Colorado 80129

(303) 262-0797

(Name, address and telephone number of agent for service)

 

Yatra Online, Inc.

(Exact name of obligor as specified in its charter)

 

Cayman Islands

 

Not Applicable

(State or other jurisdiction of

 

(I.R.S. Employer Identification

incorporation or organization)

 

Number)

 

1101-03, 11 th  Floor, Tower-B,

 

 

Unitech Cyber Park,

 

 

Sector 39, Gurgaon, Haryana 122002,

 

 

India

 

 

(Address of principal executive offices)

 

(Zip Code)

 

Senior Debt Securities

(Title of the indenture securities)

 

 

 



 

Item 1.                                                          General Information.  Furnish the following information as to the trustee:

 

(a)                                  Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

340 Madison Avenue, 4 th  Floor

New York, NY  10017-2613

 

(b)                                  Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.                                                          Affiliations with the obligor.  If the obligor is an affiliate of the trustee, describe such affiliation.

 

None.

 

Items 3-15.                                  Items 3-15 are not applicable because, to the best of the trustee’s knowledge, the obligor is not in default under any indenture for which the trustee acts as trustee.

 

Item 16.                                                   List of exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.                                       A copy of the articles of association of the trustee.  (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-179383)

 

2.                                       A copy of the certificate of authority of the trustee to commence business. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-179383)

 

3.                                       A copy of the certificate of authority of the trustee to exercise trust powers. (See Exhibits 1 and 2 above)

 

4.                                       A copy of the existing by-laws of the trustee, as now in effect.  (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-179383)

 

5.                                       A copy of each Indenture referred to in Item 4.  Not applicable.

 

6.                                       The consents of United States institutional trustees required by Section 321(b) of the Act.  (See Exhibit 6 to Form T-1 filed with Registration Statement No. 333-179383)

 

7.                                       A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. (See Exhibit 7 to this Form T-1)

 



 

8.                                     A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee.  Not applicable.

 

9.                                     Foreign trustee consent to service of process.  Not applicable.

 



 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Highlands Ranch, and State of Colorado, on the 26th day of April, 2018.

 

Computershare Trust Company, National Association

 

 

 

 

 

 

By:

/s/ Rose Stroud

 

 

Rose Stroud

 

 

Trust Officer

 

 


 

EXHIBIT7 Consolidated Report of Condition of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION 250 Royall Street, Canton, MA 02021 at the close of business December 31, 2017. ASSETS Dollar Amounts In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ............................................................. Interest-bearing balances ..................................... Securities: Held-to-maturity securities .................................. Available-for-sale securities ................................ Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices................. Securities purchased under agreements to resell............................................. Loans and lease financing receivables: Loans and leases held for sale................ Loans and leases, net of unearned income.......................................................... LESS: Allowance for loan and lease losses..................................................... Loans and leases, net of unearned income and allowance....................................... Trading assets.......................................................... Premises and fixed assets (including capitalized leases) ................................................ Other real estate owned........................................... Investments in unconsolidated subsidiaries and associated companies .................................... Direct and indirect investments in real estate ventures Intangible assets: Goodwill .............................................................. Other intangible assets ......................................... Other assets ............................................................. Total assets.............................................................. -0--0--0-16,778 -0--0--0--0--0--0--0--0--0--0--0-7,756 -0-763 25,297

 


LIABILITIES Deposits: In domestic offices............................................... Noninterest-bearing.............................................. Interest-bearing .................................................... Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices................................................... Securities sold under agreements to repurchase .......................................................... Trading liabilities .................................................... Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)....... Not applicable Not applicable Subordinated notes and debentures......................... Other liabilities........................................................ -0--0--0--0--0--0--0--0-2,012 Total liabilities ........................................................ 2,012 EQUITY CAPITAL Perpetual preferred stock and related surplus........................................... Common stock ..............................................:......... Surplus (exclude all surplus related to preferred stock) ....................................:............... Retained earnings .................................................... Accumulated other comprehensive income......... Other equity capital components.................... . Total bank equity capital......................................... Noncontrolling (minority) interests in consolidated subsidiaries ........................... Total equity capital ................................................. Total liabilities and equity capital........................... 0 500 18,894 3,891 -0--0-23,285 -0-23,285 25,297 I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. /Z;h-Wf )J J(,_j, Robert G. Marshall Assistant Controller 2

 



Exhibit 25.2

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)  x

 

Computershare Trust Company, National Association

(Exact name of trustee as specified in its charter)

 

A National Banking Association

 

04-3401714

(Jurisdiction of incorporation or organization if not a U.S.

 

(I.R.S. Employer Identification

national bank)

 

Number)

 

 

 

250 Royall Street, Canton, MA

 

02021

(Address of principal executive offices)

 

(Zip Code)

 

Rose Stroud, Trust Officer

8742 Lucent Boulevard, Suite 225, Highlands Ranch, Colorado 80129

(303) 262-0797

(Name, address and telephone number of agent for service)

 

Yatra Online, Inc.

(Exact name of obligor as specified in its charter)

 

Cayman Islands

 

Not Applicable

(State or other jurisdiction of

 

(I.R.S. Employer Identification

incorporation or organization)

 

Number)

 

 

 

1101-03, 11th Floor, Tower-B,

 

 

Unitech Cyber Park,

 

 

Sector 39, Gurgaon, Haryana 122002,

 

 

India

 

 

(Address of principal executive offices)

 

(Zip Code)

 

Subordinated Debt Securities

(Title of the indenture securities)

 

 

 



 

Item 1.                                                          General Information.  Furnish the following information as to the trustee:

 

(a)                                  Name and address of each examining or supervising authority to which it is subject.

 

Comptroller of the Currency

340 Madison Avenue, 4 th  Floor

New York, NY  10017-2613

 

(b)                                  Whether it is authorized to exercise corporate trust powers.

 

The trustee is authorized to exercise corporate trust powers.

 

Item 2.                                                          Affiliations with the obligor.  If the obligor is an affiliate of the trustee, describe such affiliation.

 

None.

 

Items 3-15.                                   Items 3-15 are not applicable because, to the best of the trustee’s knowledge, the obligor is not in default under any indenture for which the trustee acts as trustee.

 

Item 16.                                                   List of exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.                                       A copy of the articles of association of the trustee.  (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-179383)

 

2.                                       A copy of the certificate of authority of the trustee to commence business. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-179383)

 

3.                                       A copy of the certificate of authority of the trustee to exercise trust powers. (See Exhibits 1 and 2 above)

 

4.                                       A copy of the existing by-laws of the trustee, as now in effect.  (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-179383)

 

5.                                       A copy of each Indenture referred to in Item 4.  Not applicable.

 

6.                                       The consents of United States institutional trustees required by Section 321(b) of the Act.  (See Exhibit 6 to Form T-1 filed with Registration Statement No. 333-179383)

 

7.                                       A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. (See Exhibit 7 to this Form T-1)

 



 

8.                                       A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee.  Not applicable.

 

9.                                       Foreign trustee consent to service of process.  Not applicable.

 



 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Highlands Ranch, and State of Colorado, on the 26th day of April, 2018.

 

Computershare Trust Company, National Association

 

 

By:

/s/ Rose Stroud

 

 

Rose Stroud

 

 

Trust Officer

 

 


 

EXHIBIT7 Consolidated Report of Condition of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION 250 Royall Street, Canton, MA 02021 at the close of business December 31, 2017. ASSETS Dollar Amounts In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ............................................................. Interest-bearing balances ..................................... Securities: Held-to-maturity securities .................................. Available-for-sale securities ................................ Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices................. Securities purchased under agreements to resell............................................. Loans and lease financing receivables: Loans and leases held for sale................ Loans and leases, net of unearned income.......................................................... LESS: Allowance for loan and lease losses..................................................... Loans and leases, net of unearned income and allowance....................................... Trading assets.......................................................... Premises and fixed assets (including capitalized leases) ................................................ Other real estate owned........................................... Investments in unconsolidated subsidiaries and associated companies .................................... Direct and indirect investments in real estate ventures Intangible assets: Goodwill .............................................................. Other intangible assets ......................................... Other assets ............................................................. Total assets.............................................................. -0--0--0-16,778 -0--0--0--0--0--0--0--0--0--0--0-7,756 -0-763 25,297

 


LIABILITIES Deposits: In domestic offices............................................... Noninterest-bearing.............................................. Interest-bearing .................................................... Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices................................................... Securities sold under agreements to repurchase .......................................................... Trading liabilities .................................................... Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)....... Not applicable Not applicable Subordinated notes and debentures......................... Other liabilities........................................................ -0--0--0--0--0--0--0--0-2,012 Total liabilities ........................................................ 2,012 EQUITY CAPITAL Perpetual preferred stock and related surplus........................................... Common stock ..............................................:......... Surplus (exclude all surplus related to preferred stock) ....................................:............... Retained earnings .................................................... Accumulated other comprehensive income......... Other equity capital components.................... . Total bank equity capital......................................... Noncontrolling (minority) interests in consolidated subsidiaries ........................... Total equity capital ................................................. Total liabilities and equity capital........................... 0 500 18,894 3,891 -0--0-23,285 -0-23,285 25,297 I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. /Z;h-Wf )J J(,_j, Robert G. Marshall Assistant Controller 2