QuickLinks -- Click here to rapidly navigate through this document

 

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



FORM 20-F/A
Amendment No. 1



(Mark One)    

o

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended March 31, 2019

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Date of event requiring this shell company report

 

 

For the transition period from                to        
Commission file number 001-37968



YATRA ONLINE, INC.

(Exact name of Registrant as specified in its charter)




Not Applicable
(Translation of Registrant's name into English)

 

Cayman Islands
(Jurisdiction of incorporation or organization)

1101-03, 11th Floor, Tower-B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India
(Address of principal executive offices)

Alok Vaish
Chief Financial Officer
1101-03, 11th Floor, Tower-B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India
0124 399 5500
(Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share   YTRA   Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None
(Title of Class)



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31, 2019, 40,062,828 ordinary shares, par value $0.0001 per share, 2,392,168 Class A non-voting shares, par value $0.0001 per share, and 3,159,375 Class F shares, par value $0.0001 per share, were issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o  Yes     ý  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o  Yes     ý  No

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý  Yes     o  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

ý  Yes     o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o   Accelerated filer  ý   Non-accelerated filer  o   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 13(a) of the Exchange Act.  o

†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.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP  o   International Financial Reporting Standards as issued
by the International Accounting Standards Board  ý
  Other  o

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o  Item 17     o  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o  Yes     ý  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

o  Yes     o  No

   



EXPLANATORY NOTE

        Yatra Online, Inc. (the "Company") is filing this exhibit-only Amendment No. 1 (this "Amendment No. 1") to its Annual Report on Form 20-F for the year ended March 31, 2019 (the "Form 20-F"), originally filed on July 31, 2019, solely for the purpose of removing the previously filed Exhibit 4.19, which was inadvertently included in the Form 20-F, and adding Exhibits 4.25, 4.26, 4.27, 4.28, 4.29 and 4.30, which were inadvertently omitted from the Form 20-F.

        In connection with the filing of this Amendment No. 1, the Company is including certifications of the Company's Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of such certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.

        This Amendment No. 1 is limited in scope to the items identified above and should be read in conjunction with the Form 20-F. This Amendment No. 1 does not reflect events occurring after the filing of the Form 20-F and no revisions are being made to the Company's financial statements pursuant to this Amendment No. 1. Other than the filing of the information identified above, this Amendment No. 1 does not modify or update the disclosure in the Form 20-F in any way.


ITEM 19.    EXHIBITS

        The following exhibits are filed as part of this Annual Report:

  1.1   Memorandum and Articles of Association of the Registrant as in effect prior to this offering (incorporated by reference to Exhibit D to Annex A to the Registrant's Form F-4/A filed on November 15, 2016).
        
  2.1   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).
        
  2.2   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).
        
  4.1   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).
        
  4.2   2006 Share Plan of the Registrant, and forms of agreements thereunder (incorporated by reference to Exhibit 10.3 to the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.3 # 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).
        
  4.4   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).
        
  4.5   Letter Agreement, dated September 27, 2016, among Yatra Online, Inc., a Cayman Islands exempted company limited by shares, 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).
        
  4.6   Repurchase Agreement, dated September 28, 2016, among Yatra Online, Inc., a Cayman Islands exempted company limited by shares, 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).
 
   

151


  4.7   Support Agreement, dated September 28, 2016, among Yatra Online, Inc., a Cayman Islands exempted company limited by shares, 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).
        
  4.8   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., a Cayman Islands exempted company limited by shares (incorporated by reference to Exhibit 10.20 to the Registrant's Form F-4/A filed on November 21, 2016).
        
  4.9   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 Report of Foreign Private Issuer on Form 6-K filed on December 22, 2016).
        
  4.10   Letter Agreement, dated as of December 15, 2016, by and among the Registrant, Dhruv Shringi, Manish Amin, Harshal Shah, Haresh Chawla, Wortal, Inc., Norwest Venture Partners X, LP, Norwest Venture Partners IX, LP, Vertex Asia Fund Pte. Ltd., Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II, IDG Ventures India Fund II LLC, Reliance Capital Limited, E-18 Limited, Intel Capital Corporation, Valiant Capital Master Fund LP, Valiant Capital Partners LP, Capital18 Fincap Private Limited, Pandara Trust Scheme I, and Macquarie Corporate Holdings Pty Limited (incorporated by reference to Exhibit 4.10 to the Registrant's Annual Report on Form 20-F filed on July 31, 2018).
        
  4.11   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 Report of Foreign Private Issuer on Form 6-K filed on December 22, 2016).
        
  4.12   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 Report of Foreign Private Issuer on Form 6-K filed on December 22, 2016).
        
  4.13   2016 Stock Option and Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant's Form S-8 filed on June 5, 2017).
        
  4.14   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).
        
  4.15   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).

152


        
  4.16   Indenture for Senior Debt Securities, dated May 3, 2018 between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.5 to the Registrant's Form F-3 filed on May 3, 2018).
        
  4.17   Indenture for Subordinated Debt Securities, dated May 3, 2018 between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.6 to the Registrant's Form F-3 filed on May 3, 2018).
        
  4.18   Investor Rights Agreement, dated December 16, 2016, between the Registrant and the Investors party thereto (incorporated by reference to Exhibit 4.22 to the Registrant's Form F-3 filed on May 3, 2018).
        
  4.19   Working Capital Facility Agreement, dated June 22, 2017, between Yatra Online Private Limited and ICICI Bank Limited (incorporated by reference to Exhibit 4.24 to the Registrant's Form F-3 filed on May 3, 2018).
        
  4.20   Deed of Hypothecation, dated September 12, 2017, by and between Innoven Capital India Private Limited and Yatra Online Private Limited (incorporated by reference to Exhibit 4.25 to the Registrant's Form F-3 filed on May 3, 2018).
        
  4.21   Unconditional Guarantee, dated September 12, 2017, by and among Yatra Online, Inc., Innoven Capital India Private Limited and Yatra Online Private (incorporated by reference to Exhibit 4.26 to the Registrant's Form F-3 filed on May 3, 2018).
        
  4.22   Advertisement Agreement, dated January 11, 2019, between Bennett, Coleman and Company Limited and Yatra Online Private Limited (incorporated by reference to Exhibit 99.2 to the Registrant's Foreign Report on Form 6-K filed on January 31, 2019).
        
  4.23   Non Convertible Debenture Subscription Agreement dated January 11, 2019 between Benett, Coleman and Company Limited, Yatra Online Private Limited and Yatra Online, Inc. (incorporated by reference to Exhibit 99.3 to the Registrant's Report of Foreign Private Issuer on Form 6-K filed on January 31, 2019).
        
  4.24 Merger Agreement, by and among Ebix, Inc., EbixCash Travels, Inc. and Yatra Online, Inc., dated as of July 16, 2019 (incorporated by reference to Exhibit 2.1 to the Registrant's Report of Foreign Private Issuer on Form 6-K filed on July 17, 2019).
        
  4.25 * Credit Arrangement Letter, dated August 14, 2018, between Air Travel Bureau Limited (n/k/a Air Travel Bureau Private Limited) and ICICI Bank Limited.
        
  4.26 * Facility Agreement, dated August 16, 2018, between Air Travel Bureau Limited (n/k/a Air Travel Bureau Private Limited) and ICICI Bank Limited.
        
  4.27 * Renewal Credit Arrangement Letter, dated May 28, 2019, between Air Travel Bureau Private Limited and ICICI Bank Limited.
        
  4.28 * Amendatory Credit Arrangement Letter, dated April 16, 2019, between Yatra Online Private Limited and ICICI Bank Limited.
        
  4.29 * Supplemental and Amendatory Agreement to the Facility Agreement, dated June 7, 2019, between Air Travel Bureau Private Limited and ICICI Bank Limited.
        
  4.30 *+† Global Agreement, dated July 1, 2017, between Yatra Online Private Limited and Amadeus IT Group, S.A.
        
  8.1   List of significant subsidiaries of Yatra Online, Inc. (incorporated by reference to Exhibit 21.1 to the Registrant's Form F-1 filed on January 23, 2017)

153


        
  12.1 * Certification by the Chief Executive Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  12.2 * Certification by the Chief Financial Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  13.1 ** Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
        
  13.2 ** Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
        
  15.1 *** Consent of Ernst & Young Associates LLP, independent registered public accounting firm.
        
  101.INS *** XBRL Instance Document
        
  101.SCH *** XBRL Taxonomy Extension Schema Document
        
  101.CAL *** XBRL Taxonomy Extension Calculation Linkbase Document
        
  101.DEF *** XBRL Taxonomy Extension Definition Linkbase Document
        
  101.LAB *** XBRL Taxonomy Extension Label Linkbase Document
        
  101.PRE *** XBRL Taxonomy Extension Presentation Linkbase Document

Notes:

*
Filed herewith.

**
Furnished with the initial filing of the Registrant's Annual Report on Form 20-F filed on July 31, 2019.

***
Filed with the initial filing of the Registrant's Annual Report on Form 20-F filed on July 31, 2019.

#
Confidential treatment requested.

+
Certain portions of this exhibit will be omitted because they are not material and would likely cause competitive harm to the registrant if disclosed.

Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and other similar attachments upon request by the Securities and Exchange Commission.

154



SIGNATURES

        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Date: August 5, 2019

    YATRA ONLINE, INC.

 

 

By:

 

/s/ DHRUV SHRINGI

        Name:   Dhruv Shringi
        Title:   Chief Executive Officer

155




QuickLinks

EXPLANATORY NOTE
SIGNATURES

Exhibit 4.25

CREDIT ARRANGEMENT LETTER CAL1388260428831 August 14, 2018 Air Travel Bureau Limited M-95, Connaught Circus, New Delhi-110001 Attention: Mr. Anuj Sethi and Mr. Vishal Garg Dear Sirls: We are pleased to inform you that ICICI Bank Limited ("ICICI Bank") has, at your request, sanctioned working capital facilities to you upto overall limits not exceeding in the aggregate amounts specified below and more particularly detailed in the Annexure hereto : (Rs. in million) The aforesaid facilities can be availed through the account(s) with New Delhi Branch of ICICI Bank and are subject to the terms and conditions set out in the Annexure hereto and the conditions contained in the documents to be executed in relation thereto. In case the above terms and conditions are acceptable to you, we request you to return the duplicate copy of this letter duly signed in token of acceptance of the terms and conditions specified' herein as also furnish to us two certified true copies of the resolutions passed by your Board of Directors I Committee I Members as per our prescribed proforma which is attached. Please note that this communication should not be construed as giving rise to any binding obligation on the part of ICICI Bank unless you· have returned the duplicate copy of this Letter duly signed in token of acceptance and signed I executed the agreements I documents in connection with the aforesaid Facilities. Unless the Bank receives duplicate copy of this Letter, duly signed in token of acceptance, and unless agreements I documents are signed I executed in respect of the Facilities on or before .January 10, 2019 the Offer shall automaticall lapse ICICI Bani< Limited ICICI Bank Tower NBCC Place,Pragati Vihar, Bhishma Pitamah Marg New Delhi-110 003. Regd. Office :ICICI Ba Tower, Near Chakli Circle, .OI.d Padra Road,Vadodara 390 007,· India. Corp. Office : ICICI Bank Towers,Bandra-Kurla Complex,Mumbai400051,India. Tel.: +91-11-24390000 Fax: +91-11-24390070 Website www.icicibank.com CIN :L65190GJ1994PLC021012 Facility Overall Limits Fund Based Cash Credit 800.0 Non-Fund Bas.ed Bank Guarantee 300.0 Total 1,100.0

 

r 1r' Date:----------------Signature(s} \ ) -----A 4-Jt r-K-1r-,::--;1

 

an TERMS AND CONDITIONS Cash Credit • ••• from Yatra Online Private Limited. dispose any shareholding in the Borrower throughout assets and moveable fixed assets of the Borrower. of the Borrower. 150.0 million in a non-checking account with ICICI Borrower I Obligor Air Travel Bureau Limited (ATB) Promoter I Parent Yatra Online Private Limited (Yatra or YOPL) Lender(s} ICICI Bank Limited and/or such other bank(s) or financial institution(s) which may become lenders pursuant to transfer of all or a portion of the Facility to such bank(s)/financial institution(s) by ICICI Bank Limited Facility Cash Credit ProposedLimit ("Limit"} Up to 800.0 million Peak Limit Uniform limit throughout the validity of facility Purpose To meet the working capital requirements of the Borrower and/or complete and one-time takeover of outstanding cash credit limit from State Bank of India Cash Margin '{ 150.0 million as mentioned in the Security clause Interest The rate of interest stipulated by ICICI Bank shall be sum of I-MCLR-6M and "spread" per annum, subject to minimum of I-MCLR-6M, plus applicable interest tax or other statutory levy, if any, on the principal amount of the loan remains outstanding each day. As on date the I-MCLR-6M is 8.35% and spread is 2.40%. Above interest rate shall be reset at the end of every 6 months from the account opening date/limit set-up date/renewal date as a sum of I-MCLR-6M + "spread", prevailing on the reset date plus applicable interest tax or other statutory levy, if any. In case there is any change in the regulatory requirements by the regulator applicable to the facility pertaining to provisioning norms and/or risk weigl tage, then the Bank may revise the spread to reflect the regulatory change, subject to extant RBI guidelines. Contractual Comfort • Unconditional and Irrevocable Corporate Guarantee • Non Disposal Undertaking from the Parent not to the tenor of the Facility apart from the pledge obligation that the Parent has created before availing the Facility. Security • Exclusive charge on all the present and future current • Exclusive charge on all future Imr:novable fixed assets • The Borrower to maintain current account float of

 

th Collection Account Borrower opened with the agreement. amount shall be lien marked to ICICI Bank and CHG-1 shall be filled upfront for the same. •Creation of security along with filing of CHG1 shall be done upfront except for immovable fixed assets as there are no immovable fixed assets as on date. Perfection of security along with CERSAI filing to be done within 45 days from the date of limit setup. Margins: Inventory NA Book debts Cover period : 90 days Margin :40% Validity Upto 12 months i.e. July 30, 2019 Tenure Upto 12 months Financial Covenant Total Debt (TD) I Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA) shall not to exceed 4.5 times during the tenor of the Facility. The financial covenants shall be tested on annual basis. The calculation date will be 31st March immediately following the first disbursement and every twelve months thereafter within 120 days from end of the relevant monitoring period. Definitions: • Total debt (TD) includes long term debt, short term debt falling due in one year, working capital borrowings and any corporate guarantees issued in favour of any of its subsidiaries/group companies. • Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA) includes total operating income less excise duty plus other recurring income less operating expenses excluding interest, depreciation, taxes and amortization. Formula for computation of above financial covenants: 1. Total Debt (TD): Long term debt+ Short term debt + Working capital bank finance +Guarantee 2. Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA): Total operii!ting income-excise duty + other recurring income incidental to main business - operating expenses excluding Interest, Depreciation, Taxes and Amortization Interest payment frequency Interest would be payable monthly, on the last date of each month. Collecting Bank ICICI Bank Limited The Borrower shall open current accou as per applicable terms and conditions The current account(s) of the Collecting Bank shall be used to route of the Borrower, under the collection nt(s) with the Bank . the entire collections

 

1 - - - count with the Collecting Bank. ff under the Facilit . ad be allowed to use the funds available in Account, subject to no event of default - ---Mechanism the Collection Ac The Borrower to their Collection being triggered o Other Conditions •Security on current assets and moveable fixed assets of the Borrower for the Facility to be created prior to limit setup. •Contractual Comfort and Cash Margin to be obtained upfront. " •Undertaking from the Borrower that none of the director's name is into RBI/ECGC defaulter list. •Statement of total collections and direct collections routed through ICICI Bank available with the Borrower to be submitted within 15 days from the end of each month during the tenor of the Facility. •The Borrower shall provide a list of all other non­ ICICI Bank accounts prior to limit setup. ATB to provide account statements f all other non-ICICI Bank accounts to ICICI Bank upon Lender's request. •SBI Cash Credit Account shall be closed within 15 days from limit setup. •The Borrower shall provide a management certificate confirming that there were no creditors greater than six months as on March 31, 2017. The Borrowershall also provide a management certificate confirming the amount of creditors greater than six months within .15 days of signing of its audited FY2018 financial results. •The Borrower shall provide a management certificate confirming that there were no arrears in statutory payments as on date. •The Borrower to give irrevocable instructions to its top 20 customers to route 100% payments to the Borrower through the Borrower's collection account with ICICI Bank before limit setup. •Acknowledgement to be received from ten corporate customers out of top twenty customer to route the payment through Borrower's Collection Account with the Collecting Bank prior to limit setup such that collection through these customers shall be more than 20% of gross bookings of FY2018 (provisional) and from balance customers within 30 days of first disbursement. •Limit set up over and above '{ 600.0 million to be done only post receipt of routing confirmations from all of the top 20 customer.s of ATB. •The Borrower to confirm that minimum 85% of the entire direct collections of the Obligor are routed through the Lender within 1 month and at least 95% is routed within 4 months from availing the Facility and every month thereafter. Confirmation letter to be provided by the Borrower within 15 days from

 

----------= == t e ereafter from availing the Facility. In case-------------C=:::c-c direct collections routed through ICICI Bank h and below 95% of the total collections d monthly), it shall be considered as an Borrower shall make all payments through its Collection Account only m'aintained with the on will be obtained' on quarterly basis g the unhedged foreign currency exposure Borrower. If the Borrower has unhedged right to increase the pricing. insurance to be obtained prior to limit setup. ing by the Borrower to route the entire collections through CollectionAccount only maintained with the Lender before limit setup. Borrower to ensure ROC charges of State Bank re satisfied within 60 days from the date of ions be obtained in liEiu of certificate under assessment orders. In absence of assessment screenshot from the IT portal with borrower AN duly certified by either Company Secretary or by a Chartered Accountant to be Borrower to confirm that at the time of availing ty there has been no cancellation from the stomers. , Borrower to confirm that there are no immovable fixed assets as on date. shareholding in ATB shall n<;t fall below 51.0% management control shall not fall below its shareholding in ATB, anytime during the currency facility. Breach shall be an Event of Default e Facility. Documents such other conditions precedent, as it,prior to limit setup. any amounts payable d in the accounts of Bo.rrower towards the f 1sFRnd 4th fall below 85% of the total collections after month from availing the Facility (to be Default under the Facility. currency exposure, then the Bank will of sanction letter. e from a Chartered Accountant confirming 281 ofIncome TaxAct along with undertaking from Y,atra that its direct during the currency of the facility and shall have the righ( to stipulate in the month th the Account 1st mont after 4th monitore Event of •The Lender. • Informati regardin of the foreign reserve a • All the • Undertak • The of India a issuance • Certificat IT obligat section orders, entity P obtained. • The the Facili top 20 cu • The • Upfront anytime its of the under th The Lender(s) Transaction they may deem f Consequences of Event of Default The consequences of event of default be limited to the following: ' •In case of non-payment of in respect of the Facility: , o The amount collectH the Borrower shall be obligation of the will, include but not utilized to fulfill the

 

case of non-compliance with covenant on the ng of direct collections by the Borrower through the Lender, <95% of the entire ctions of the Borrower (monitored monthly) during the tenor of the Facility, the Borrower ensure to rectify such shortfall within 15 . In case the Borrower fails to rectify the tfall: o The amount collected in the aforesaid Acceleration of all outstanding dues, Cancellation of total Facility rcement of Security Charging of default rate Documents such other conditions precedent, as fit, rior to limit setup. , Bank Guarantee (BG) The collection made by the Borrower will be deposited in the Au e facility Bank Guarantee (BG) Borrower I Obligor Air Travel Bureau Limited (ATB) Lender(s) ICICI Bank Limited and/or such other\ bank(s) or financial institution(s) which may become lenders pursuant to transfer of all or a portion of the Facility to $1,.lCh bank(s)/financial institution(s) by ICICI Bank Limited Promoter I Parent Yatra Online Private Limited (YOPL or Yatra) Collecting Bank ICICI Bank limited Collection Account The Borrower shall open current account(s) with the Bank as per applicable terms and conditions. Collections Mechanism Collection Account with the Collecting Bank. The Borrower to be allowed to use the funds available in their Collection Account, subject to no event of default being triggered off under the Facility. Type Financial guarantee Proposed Limit 300.0 million Existing Limit Nil Purpose Financial guarantees to be issued to International Air Transport Association (lATA) as ATB shall pay to them under lATA Billing and Settlement Plan reporting and remittance calendar. L may be released. account shall be utilized to reduce the outstanding Facility amount and the balance amounts, if any, may be released to the Borrower at the sole discretion of the Lender(s). No further Disbursements will be made under the Facility until the Events of Default are rectified. shall have the right, to stipulate in the •In routi colle shall days shor • • •Enfo • The Lender(s) Transaction they may deem

 

shall be as per the payment I retention business. illio Validity 12 months i.e. July 30,2019 Cash Margin Guarantees covering disputed liabilities-100% Financial guarantees-20% in current account float with ICICI Bank Contractual Comfort o Unconditional and Irrevocable Corporate Guarantee from Yatra Online Private Limited. o Non Disposal Undertaking from the Parent not to dispose any shareholding in the Borrower throughout the tenor of the Facility apart from the pledge obligation that the Parent has created before availing the Facility. Security •Exclusive charge on all the present and future current assets and moveable fixed assets of the Borrower. •Exclusive charge on all future immovable fixed assets of the Borrower. · • The Borrower to maintain current account float of 150.0 million in a non-checking account with ICICI bank during the tenor of the Facility. The aforesaid amount shall be lien marked to ICICI Bank and CHG-1 shall be filled upfront for the same. •Creation of security along with filing of CHG1 shall be done upfront except for immovable fixed assets as there are no immovable fixed assets as on date. Perfection of security along with Cersai filing to be done within 45 days from the date of limit setup. BG Tenor Maximum period of BG (including claim period, if any) to be restricted to 18 months. Commission 1.25% p.a. The commission shall be calculated on the actual number of days basis i.e. from the date of issuance/ opening of the BG upto the end of claim period. In case of foreign currency bank guarantees, the following charges will be additional: SWIFT/communication charges-Rs 500 per guarantee Correspondent bank charges, if any, shall be charged on actuals Minimum Commission 500.0 per guarantee Commission Collection Frequency Payable upfront for the entire tenor of the guarantee General •The bank guarantees to be issued format acceptable to the Bank. •In case of bid bond I EMD /advance money guarantees stipulated under Bank will obtain counter guarantees fr expense of the company. project exports, om ECGC at the

 

----------------------·---------------------·--·-- - - -------- - - -------------------------------------------------------------------------------------- -------: -:== =-= ====-=' rant_ t); Ji g(i Wffi cuffifSE-:u= scheme, bank will obtain counter guarantee of ECGC at the expense of the company. Special Conditions •The Borrower to confirm that m.inimum 85% of the entire direct collections of the ·,Obligor are routed through the Lender within 1 month and at least 95% is routed within 4 months from availing the Facility and every month thereafter. Confirmation letter to be provided by the Borrower within 15 days from the end of 1st and 4th month respectively and every month thereafter from availing the Facility. In case the direct collections routed through ICICI Bank Account fall below 85% of the total collections after 1st month and below 95% of the total collections after 4th month from availing the Facility (to be monitored monthly), it shall be considered as an Event of Default under the Facility. • Upfront undertaking from Yatra that its direct shareholding in ATB shall not fall below 51.0% anytime during the currency of the facility and its management control shall not fall below its shareholding in ATB, anytime during the currency of the facility. Breach shall be an Event of Default under the Facility. •The Borrower shall note request the bank for issuance of BGs in favour of any sister concerns/ associate concerns/ group companies/ associates of the Borrower. Consequences ofEvent of Default The consequences of event of default will, include but not be limited to the following: •In case of non-payment of any amounts payable in respect of the BG Facility: o The amount collected in the accounts of the Borrower shall be fully utilized to fulfill the obligation of the Borrower towards the Lender and the balance amounts, if any, may be released. i. •In case of non-compliance vvith covenant on the routing of direct collections by the Borrower throughthe Lender, <95% of the entire collections of the Borrower (monitored monthly) during the tenor of the Facility, the Borrower shall ensure to rectify such shortfall within 15 days. In case the Borrower fails to rectify the shortfall: o The amount collected in the aforesaid account shall be fully utilized to increase the Cash Margin equivalent to the outstanding BG Facility amount and the balance amounts, if any, may be released to the Borrower at the sole discretion of the Lender(s). No further disbursements will be made under the BG Facility until the Events of Default are rectified\ •Acceleration of all outstanding dues, •Cancellation of total Facility · •Enforcement of Security •Charging of default rate

 

shall jtve_:_=fE -=:.:r §ht=-t.o==--ttputa --=-c: :cc=::_ =--:= Transaction Documents such other conditions precedent, as they may deem fit, prior to limit setup. Operational terms and conditions 5. h /<l>·7•;_.),•i· ·\o,;\;;tf"\ ·,\' ll lH',{) i;:;(:;r i 1. Periodof sanction The working capital facilities are payable on demand. However the facilities are available till 12 months subject to review at periodical intervals wherein the facilities may be continued I cancelled I reduced depending upon the conduct and utilisation of the facilities. 2. Insurance The Company has to ensure comprehensive insurance cover against all risks on the security offered for the facilities. Value of insurance policy should be equal to the value of the stocks at any point of time. Any shortfall in the value of insurance cover shall be covered immediately by the company or by the Bank by debiting the former's operative account with the Bank. The policies should be either in the joint names of the company and the Bank or bank's lien should be noted on the policies as first loss payee. 3. Inspection NA 4. Stock Audit The bank in consultation with the company will arrange for stock and receivables audit once in a year by an outside agency under the consortium/multiple banking arrangement The terms of reference will be finalized by the Bank I consortium of banks at its sole discretion. The terms of reference will be finalized by the Bank I consortium of banks at its sole discretion. Periodicity of submission of information to the Bank Stock Statement The company will furnish on or before 22"ct day of the month, details of book debts in the prescribed format. The borrower to submit client wise outstanding for all the debtors on quarterly basis. Each such debtor to have a) Gross Value (b) Age less than 90 days. The outstanding borrowings in company's accounts at all times need to be fully covered by the value of hypothecated security less the stipulatedmargin after providing for outstanding credit if any under usance letters of credit. Collections Data The company will furnish on or before 71 day of every subsequent month the total collections and collections routed through ICICI Bank during the month.

 

--------------------------- --- --to b mn tfl_::-t stffi!ii fOmia:Fo--c: "=' -=-='c--=-====-c-.::--' == quarterly basis within 45 days of close of gross bookings of the Borrower shall ded to the Borrower within 7 days from listed companies,abridged quarterly I guidelines will be accepted. This be signed by the Relationship Manager. unconditional_ right to cancel the without giving any prior are not utilised by the Creditworthiness of the terms and conditions of letter of sanction and/ Deterioration in the include without limitation, Borrower by a Credit defaulters list; Borrower by more than e !.Deterioration in the agrees, undertakes to get financial information quarter. of month published by the company as required (OFI) Monthly be provi the end For results, by SEB should Data required for renewal of credit limits On or before the expiry of the credit limits Audited I unaudited financial statements Audited : within six months from the close of the accounting year 6. Special Conditions (A) The Bank reserves the Limits advanced/ to be advanced u facility agreements/ sanction letter the currency of the Facility notice to the Borrower, on the occu more of the following: • in case the Limits/part of the Limits Borrower; or • in case of Deterioration in the Borrower in any manner whatsoever; • in case of non-compliance of the the respective facility agreements/ or Security Documents. For the purpose of this clause, Creditworthiness shall mean and the following events: • downgrade of the rating of the Rating Agehcy; • inclusion of the Borrower and/or any Reserve Bank of India's willful • closure of a significant portion of the capacity; • decline in the profit after tax of the fifteen percent; • any adverse comment from the Audit • any other reason/ event in the opin constituting or which may constitut Creditworthiness; (B) The Borrower unconditionally nder their respective s at any time during rrence of any one or or . of its Directors in the Borrower's operating or; and ion of the said Bank

 

----------------------------- -------------Agency" shall mean and refer to the domestic agencies such as Credit Analysis and Research imited, FITCH India and ICRA Limited and credit rating agencies such as Fitch, Moodys Poor's and such other credit rating agencies recognized by the Reserve Bank of India . Company will submit a declaration that overall king capital facilities from all banks shall be maximum permissible bank finance. All debtors red to be deducted from Drawing Power. o be submitted by the borrower regarding regard to credit facilities availed from other obtained as per Annexure I of the RBI Circular consortium arrangement I Multiple Banking ' ertification by professional with regard to various statutory prescriptions is obtained as of the RBI Circular to be submitted by the takeover/merger of ATB by Yatra Online or any associate or sister concerns of YOPL; announcement of such takeover/merger, outstanding facility to be fully paid off and outstanding cility to be fully cash collateralized, and no ment to be permitted. All monies in the Account of the Borrower maintained with ICICI utilized toiJVards effecting the same. Such cash may also be permitted by way of mutual securities with terms acceptable to ICICI Bank. r shall ensure that minimum level of gross monthly basis shall not fall below '{ 900.0 t falls below '{ 900.0 million for any month, shall be given cure period of 3 months to above'{ 900.0 million/ month.. bookings in any month falls below '{ 700.0 Default to be triggered under the Facility. All the Collection Account of the Borrower ICICI Bank to be utilized to fully pay off the er the Cash Credit facility and fully cash "Credit Rating credit rating Limited, CRISIL L international and Standard & identified and/or from time to time (C) The utilisation of wor within discounted/ facto (D) Declaration t information with bankers is 'Lending under arrangements' (E) Half-yearly c compliance of per Annexure Ill borrower. (F) Prior to any Private Limited, or any under the CC under the BG fa further disburse Collection Bank to be collateralization funds/liquid (G) The Borrowe bookings on a million. In case i the Borrower increase it (H) In case gross million, Event of collections in maintained with outstanding und

 

c e outst namg=: rr"l([ Thec {Efii!.Crlrt'lf further disbursements shall be made till such Event of Default has been cured to the satisfaction of the Lender. (I) The Borrower shall not declare any dividend payout/upstreaming of profit/ extend loan/advances from the Borrower to Yatra Online Private Limited (YOPL). The Borrower shall only deal with YOPL in transaction which are regular business in nature. Lender shall have the right to seek all relevant information in this regard, at all times during the currency of the Facility. (J) The Borrower shall take ICICI Bank approval in case of raising any further indebtedness including by way of Corporate Guarantee apart from incremental debt (subject to no breach in stipulated financial covenants) of upto Rs 100.0 million excluding commercial card facilities availed by the Borrower. 7. Takeover Conditions for Cash Credit facility The following conditions shall be applicable in case of complete and one-time takeover of outstanding cash credit limit from State Bank of India: 1. All applicable takeover guidelines as per RBI Circular on "Transfer of Borrowal Accounts from one Bank to Another" dated May 10,2012 to be complied with 2. Satisfactory Credit Opinion report/balance confirmation of the borrower account with State Bank of India (SBI), as per the regulatory prescribed formats (Reserve Bank of India circular dated May 10, 2012) shall be obtained from the transferor bank before disbursement and for the said purpose. In case the credit information from the transferor bank is not received within the prescribed time period, the Bank shall proceed for the takeover of the borrowal account after obtaining the information in the regulatory prescribed format from the borrower which should be duly certified by a Chartered· Accountant (CA) acceptable to the Bank. 3. Company shall write to State Bank of India (SBI) mentioning that ICICI Bank is taking over the limits and no further disbursement of any undisbursed limits to the Borrower to be done to be obtained prior to any disbursement and the same shall be acknowledged by SBI prior to limit setup. 4. ICICI Bank to send formal communication of take-over to the applicable bank attaching Company's' letter written to ICICI Bank for taking ..over SBI limits and referring in the letter that they have also intimated SBI for such takeover on the day of fiq;t disbursement and the acknowledgement of the same to be received on the same day post disbursement. Letter should also state that no further disbursement of any undisbursed limits to the Borrower on or after the date of this acknowledgment to be done. 5. A one-time pay order/Demand ·1 draft/RTGS/Counter Bank Guarantee equivalent to the outstanding amount (not exceeding sanctioned limit of ICICI Bank) as per

 

---------------------------------------------·------------------------------------------------------------------·-------- ------confumiltiQ_f:i=rtvea=from=sBl= - favoring SBI towards outstanding working based and non-fund based facilities. Any certificate to be obtained within 45 days of filed within 180 days takeover/ refinance. ce -=--===--=====.=-:::--=--:--::; issued capital fund penal charges not be funded 6. No-due take-over. 7. CHG-4 to be and overdues towards the same shall by ICICI Bank Ltd. 8. Processing Fee One-time non-refundable processing fee amounting to 7.5 million (exclusive of taxes and other statutory levies, if any) by way of cheque I demand draft I other modes as may be acceptable to ICICI Bank shall be payable'upfront.

 

---------·------------------------------------------------------------ --------------------------------------------------·--·------------------------------------------------ ------------------- days and 2% Due date of submission is as follows: statements Nature Reckoning of default interest Default interest rate (p.a.) payable monthly default applicable) 1. Non-submission or delayed submission of stock statement Default interest would be charged from the due date of submission till the date of actual submission Due date of submission is as follows: For single location company - by 7th day of the month; for multiple location company - by 15th day of the month; (for consortiumadvances as prescribed by lead bank) or due dates as per sanction terms Nil for first 15 thereafter 2. Non-submission Default interest would be charged from or delayed the due date of submission till the date submission of OFI of actual submission or equivalent reports Nil 3. Non-submission Default interest would be charged from or delayed the due date of submission till the date submission of of actual submission financial • Provisional 3 months from the close of accounting year • Audited6 months from the close of accounting year • Renewal On expiry of credit limits data Nil 4. Irregular due to a) Excess drawings - Over drawing drawings beyond power but within sanctioned limit DP/Limit b) Excess drawings over sanctioned limit c) Continuously irregular for more than 45 days under (a) or (b) above 2% 5. Insurance Insurance cover not obtained I not renewed Nil

 

 default (as applicable) interest rate (p.a.) payable monthly 6. Payment default (in case of foreign currency loans, the foreign currency amount will be converted into equivalent rupee and default interest as mentioned herein will be charged Default interest would be charged from the day after of the due date till such time as the default amount is paid 2% 7. Non-compliance of sanction terms Any stipulated security not created, perfection requirements and other formalities not completed and/or sanction terms not complied with 2% 8. Default on invocation of Bank Guarantee In case payment is not made towards invoked Bank Guarantee within 2 days, default interest would be charged from 1-Base+ 10% the date of receipt of claim till the date of payment

 



Exhibit 4.2 6

 

FACILITY AGREEMENT

 

THIS FACILITY AGREEMENT made on the day, month and year set out in Part A of the Schedule hereof between the Borrower, i.e. the person(s) named in Part A of the Schedule hereof, of the ONE PART

 

AND

 

ICICI BANK LIMITED, a company incorporated under the Companies Act, 1956 and a banking company within the meaning of the Banking Regulation Act, 1949 and having its Registered Office at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007 and corporate office at ICICI Bank Towers, Bandra Kurla Complex, Mumbai 400 051, and amongst others, a branch / office at the place specified in the Schedule hereof (the “Bank”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the OTHER PART.

 

ARTICLE I

DEFINITIONS

 

1.1          In this Facility Agreement and the General Conditions, unless there is anything repugnant to the subject or context thereof, the expressions listed below shall have the following meanings viz.:

 

“General Conditions” mean the General Conditions (WCF - 07 - V.I) applicable to the Facilities provided by the Bank and duly registered on January 11, 2007 with the sub-registrar assurance vii, New Delhi vide registration no.51 in book no.4, vol no.1, 321 from page 52 to 80.The Facilities hereby agreed to be provided by the Bank shall be subject to the Borrower complying with the terms and conditions set out herein and also in the General Conditions, a copy of which has been handed over to the Borrower and which is also available on the website of the Bank. The General Conditions shall be deemed to form part of this Facility Agreement and shall be read as if they are specifically incorporated herein. To the extent of any inconsistency or repugnancy, the contents of this Facility Agreement shall prevail to all intents and purposes.

 

All capitalised terms used but not defined in this Facility Agreement shall have the respective meanings assigned to them under the General Conditions.

 

ARTICLE II

TERMS OF THE FACILITIES

 

2.1                                The Borrower agrees to avail from the Bank and the Bank agrees to grant / extend to the Borrower various working capital facilities upto overall limits (the “Overall Limits”) in the aggregate not exceeding amounts specified in the Credit Arrangement Letter, subject to the terms and conditions contained in the Transaction Documents. The cash credit limits are granted/extended to meet the working capital requirements of the Borrower and/or complete and one-time takeover of outstanding cash credit limit from

 

1


 

State Bank of India and bank guarantee limits shall be issued to International Air Transport Association (IATA) as the Borrower shall pay to them under IATA Billing and Settlement Plan reporting and remittance calendar. Further, bank guarantee upto ₹ 20.0 million shall be issued for hotel and packages business of the Borrower.

 

2.2                                The aforesaid working capital facilities upto the amounts specified above are hereinafter referred to as the “Facility/ies”, 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.

 

2.3                                The amounts upto which the Borrower can draw under each of such Facilities shall not, at any one time, exceed sums / limits (the “Limits”) specified against each of such respective Facilities. Provided, however, the aggregate amounts of all the Limits shall not at any point of time exceed the amount of the Overall Limits.

 

2.4                                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 / respective Limits.

 

2.5                                The Borrower shall pay to the Bank the Facilities, all interest, commission, discount, charges on the amounts outstanding from time to time under the Facilities and all other monies, at the rate(s), on the date(s) and in the manner specified in the CAL or at such other rate(s) as may be decided by the Bank from time to time, at its sole discretion.  The Borrower shall also pay all fees and other monies in accordance with the terms of this Facility Agreement.  Unless otherwise specified in the CAL, the Borrower shall repay the Facilities on demand to the Bank.

 

2.6                                The Borrower confirms having received a copy of the General Conditions and read and understood the General Conditions referred to above and agrees to comply with the terms set out in this Facility Agreement, the CAL, the Schedule hereof, the General Conditions and the other Transaction Documents.

 

Provided however that in so far as Article X of the General Conditions, the Borrower will be required to comply with only Part B of such Article.

 

2.7.        This Facility Agreement shall become binding on the Borrower and the Bank on and from the date mentioned in the Schedule hereof. It shall be in force till all the monies due and payable the Transaction Documents are fully paid off by the Borrower to the Bank.

 

2.8          The Bank reserves the unconditional right to cancel the Limits advanced/ to be advanced under the credit arrangement letter (“CAL”) and/ or Transaction Documents (either fully or partially) without giving any prior notice to the Borrower, on the occurrence of any one or more of the following:

 

(i)                                      in case the Limits/part of the Limits are not utilised by the Borrower; or

 

(ii)                                   in case of Deterioration in the Creditworthiness of the Borrower in any manner whatsoever; or

 

(iii)                                in case of non-compliance of the terms and conditions of the Transaction Documents and/or CAL.

 

For the purpose of this clause, Deterioration in the Creditworthiness shall mean and include without limitation, the following events:

 

2


 

(a)                      downgrade of the rating of the Borrower by a Credit Rating Agency;

 

(b)                      inclusion of the Borrower and/or any of its Directors in the Reserve Bank of India’s willful defaulters list;

 

(c)                       closure of  a significant portion of the Borrower’s operating capacity;

 

(d)                      decline in the profit after tax of the Borrower by more than fifteen  percent;

 

(e)                       any adverse comment from the Auditor; and

 

(f)                        any other reason/ event in the opinion of the Bank constituting or which may constitute Deterioration in the Creditworthiness.

 

2.9                                The Borrower unconditionally agrees, undertakes to get itself rated by Credit Rating Agency/ies within a period of six months 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, which shall be payable by the Borrower/Obligor/Security Provider and on such date/s or within such period as may be specified by the Bank.”

 

Credit Rating Agency ” shall mean and refer to the domestic credit rating agencies such as Credit Analysis and Research Limited, CRISIL Limited, FITCH India and ICRA Limited and international credit rating agencies such as Fitch, Moodys and Standard & Poor’s and such other credit rating agencies identified and/or recognized by the Reserve Bank of India from time to time.

 

2.10                         (a) The Bank may at its sole discretion make disbursements out of the Facilities pending creation and/or perfection of full and final security as specified in the CAL in favour of the Bank. In such event the disbursements made by the Bank pending creation and/ or perfection of such full and final security shall carry further interest at the rate of 2% per annum calculated from the date of disbursement of the Facilities, till creation and/ or perfection of such security to the satisfaction of the Bank.

 

(b)          The Bank may, at its sole discretion permit creation and/ or perfection of security as specified in the CAL hereof, in favour of the Bank, pending compliance of all such formalities as may be necessary or required for the said purpose. In such event:

 

(i)              the Borrower shall comply / ensure compliance with such formalities to the satisfaction of the Bank within a period of 45 days/ months from the date of the Facility Agreement or such other period as the Bank may specify in its sole discretion; and

 

(ii)           the disbursements made by the Bank pending compliance of such formalities shall carry further interest at the rate of 2% per annum calculated from the date of disbursement of the Facility till such time all such formalities are complied with to the satisfaction of the Bank and documents in evidence thereof are delivered to the Bank.

 

(iii) The Bank may, at its sole discretion, charge interest on the Facilities at the weighted average rate of interest on the disbursements made out of the Facility. For the purpose of

 

3


 

this clause “weighted average rate” means the weighted mean of the rates of interest applicable to the Facilities.

 

2.11                         The Borrower hereby, in addition to the representations, declarations and warranties contained in the General Conditions, makes the representations, warranties and agreements as given below and confirms that the same will continue to remain, true, correct, valid and subsisting in every respect till the money remains remain to ICICI Bank under the Facility:

 

Neither the Borrower nor any other person benefiting in any capacity 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 (OFAC) ) , India, United States, United Nations, European Union, the jurisdiction of the Facility Office and/or any other country (collectively, the “Sanctions”).

 

2.12                         The Borrower hereby acknowledges, covenants and agrees that:

 

(a)                                                                the Sanctions may become applicable with respect to the Facility and/or transactions  thereunder, including to any documentary credits and/or guarantees issued and/or disbursements and/or payments made by the Bank pursuant to the Facility Agreement . Sanctions may pertain inter alia, to the purpose and/or end use of the Facility, goods manufactured in or originated from/through certain countries, shipment from/to/using certain countries, ports, vessels, liners and/or due to involvement of certain persons and entities (including correspondent banks and the Facility Office). Consequently, disbursement, issuance, payment and/or processing under the Facility 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.

 

(b)                                                                it shall ensure that the transactions entered into pursuant to the Transaction Documents do not violate any Sanctions and that no persons, entities or otherwise, currently subject to any Sanctions are involved in any transactions hereunder. The Borrower agrees that it shall not avail of the Facility or use the proceeds of the Facility in any transaction with, or for the purpose of financing the activities of, any person currently subject to any Sanctions as aforesaid.

 

(c)                                                                 it shall indemnify and hold harmless the Bank, to the fullest extent permitted by applicable law, for all losses and liabilities (including due to claims by a third party), incurred by the Bank as a result of any breach by it of its representations and undertakings contained herein pertaining to the Sanctions and/or due to any action taken by the Bank pursuant to the Sanctions. No action taken by the Bank pursuant to the Facility Agreement, including grant of the Facility, issuance of any financial instruments thereunder or processing of any payments or

 

4


 

transactions, nor any action taken by the Borrower in relation thereto, shall be deemed to be a waiver of any of the Bank’s rights under any provisions of the Transaction Documents related to the Sanctions nor shall they act to relieve the Borrower of its obligations or liabilities in relation thereto.

 

The Borrower hereby agrees and confirms that any breach of the terms and conditions stipulated hereinabove, shall constitute an Event of Default under the Facility Agreement.

 

2.14  CREATION OF SECURITY

 

The Bank may make disbursements out of the Facility pursuant to creation and perfection (including completion of all formalities related thereto) of the following Security/Contractual Comforts in favor of the Bank:

 

A.                  SECURITY

 

·                  Exclusive charge on all the present and future current assets and moveable fixed assets of the Borrower.

 

·                  Exclusive charge on all future immovable fixed assets of the Borrower.

 

·                  Current cash margin of ₹150.0 million in a non-checking account with the Bank during the tenor of the Facility. The aforesaid amount shall be lien marked to the Bank.

 

B.                  CONTRACTUAL COMFORT

 

·                   Unconditional and Irrevocable Corporate Guarantee from Yatra Online Private Limited.

 

·                   Non Disposal Undertaking from Yatra Online Private Limited not to dispose any shareholding in the Borrower throughout the tenor of the Facility apart from the pledge obligation that the Borrower has created before availing the Facility.

 

In consideration of the Bank making any such disbursement as aforesaid, the Borrower hereby agrees and undertakes to the Bank as follows:

 

a)              Creation of security along with filing of CHG1 shall be done upfront;

 

b)              Perfection of security along with CERSAI filing to be done within 45 days from the date of limit setup.

 

c)               Creation and perfection of future immovable fixed assets shall be done as and when acquired

 

d)              To make payment of additional interest at the rate and for the period as specified in the clause 2.10 above;

 

e)               not to create any mortgage, hypothecation, pledge or any other charge or encumbrance on any of its properties in favor of any person whosoever without prior written approval of the Bank except those properties mentioned to Bank;

 

f)                To comply with all requisite formalities for creation and/ or perfection of the security as aforesaid, in a form and manner satisfactory to the Bank within such period as may be agreed to by the Bank;

 

g)               Execute Power of Attorney in favor of the Bank for creation and perfection of Security in a form and manner satisfactory to the Bank, an original of which shall be supplied to the Bank as a condition precedent to disbursement;

 

5


 

Notwithstanding anything contained in this Facility Agreement, the Bank may, in its sole discretion, require the Borrower to comply with all requisite formalities as aforesaid and to create and/ or perfect the Security within such period as may stipulated by the Bank from to time.

 

The Borrower hereby agrees and covenants that any breach of the terms and conditions stipulated herein above shall constitute an Event of Default under this Facility Agreement.

 

All Security, other than those in respect of which the Bank has agreed to consider disbursement pending 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 Facility.

 

2.15                         END USE CLAUSE

 

(i) The Borrower unconditionally agrees undertakes and acknowledges that the Borrower shall utilise the Facility exclusively for the purpose mentioned and upon a demand being made by the Bank, the Borrower shall forthwith furnish a certificate, in a format acceptable to the Bank, affirming that the Facility has been utilized by the Borrower for the purpose.

 

(ii) The Borrower further unconditionally agrees undertakes and acknowledges that if the Bank demands a specific certificate from the Borrower to be furnished through the Borrower’s statutory auditors, regarding end use of the Facility, in order to verify, apart from other reasons, whether funds under the Facility have been siphoned off/diverted for purposes other than the ones specified by the Borrower for availing the Facility from the Bank, the Borrower shall do so promptly.

 

Non-compliance of the above clause by the Borrower shall amount to an Event of Default under the Facility Agreement.

 

2.16                         Unhedged Foreign Currency Exposure

 

(i) The Borrower shall provide all information as may be required by the Bank/ Lender from time to time in relation to its foreign currency exposures and hedging details in relation thereto, including transactions entered into with group or related entities.

 

(ii) The Borrower shall, within three (3) 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 this 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 the Foreign Lending Agency in terms of their respective financing agreements or (iv) on account of factors beyond the control of the Bank .

 

(iii) The Borrower acknowledges that the Bank shall have the right to demand and recover any costs from the Borrower which may arise pursuant to provisions of applicable law (including capital adequacy or prudential norms).

 

6


 

In this Agreement:

 

Increased Costs ” means:

 

(i)                                      a reduction in the rate of return from the Facilities or on the Bank’s overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being 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

 

(iii)                                a reduction of any amount due and payable under Facility Agreement;

 

which is incurred or suffered by the Bank to the extent that it is attributable to the undertaking, funding or performance by the Bank of any of its obligations under Facility Agreement.

 

2.17                         The Borrower hereby gives specific consent to the Bank for submitting/disclosing the ‘financial information’ as defined in Section 3(13) of the Insolvency and Bankruptcy Code, 2016 (including all amendments and replacements made thereto and all rules and regulations framed thereunder), in respect of the Facility availed by the Borrower, from time to time, to Information Utilities as defined in Section 3(21) of the Insolvency and Bankruptcy Code, 2016 (including all amendments and replacements made thereto and all rules and regulations framed thereunder), and directions issued by Reserve Bank of India to the banks from time to time and hereby specially agree to promptly authenticate and verify the ‘financial information’ submitted by the Bank, as and when requested by Information Utilities. The Borrower hereby gives consent to the Bank, to recover/set off any fees required to be paid by the Bank to the Information Utilities for availing their services in relation to the Facility from the disbursements made to the Borrower by the Bank from time to time.

 

7


 

SCHEDULE

 

PART A

 

1. DATE OF EXECUTION OF THIS AGREEMENT

 

On the 16 th   day of August, Two Thousand and Eighteen.

 

2. CREDIT ARRANGEMENT LETTER

 

The Credit Arrangement Letter ref no.  CAL1388260428831 dated the 14 th  day of August, 2018 further amended vide ref no. CAL1404422948443 dated 16 th day of August, 2018 issued by the Bank to the Borrower (copy of which is attached hereto).

 

3. DETAILS OF THE BORROWER

 

AIR TRAVEL BUREAU LIMITED, a company within the meaning of the Companies Act, 2013 and having its Registered Office at M-95, Connaught Circus, New Delhi - 110001.

 

4. BORROWER’S PROFILE

 

The Borrower is carrying on the following activities :

 

Tour and Travel related services

 

5.(a) DETAILS OF BANK BRANCH   / OFFICE ADDRESS

 

ICICI Bank Limited,

ICICI Bank Tower, NBCC Place, Bhisham Pitamah Marg, Pragati Vihar, New Delhi - 110003, India

Attn :  Ms. Mehru Luthra

 

(b)  NOTICES TO BE SENT TO

Bank : ICICI Bank Limited

ICICI Bank Tower, NBCC Place, Bhisham Pitamah Marg, Pragati Vihar, New Delhi - 110003, India

 

Attn : Ms. Mehru Luthra

 

Borrower : Air Travel Bureau Limited

M-95, Connaught Circus, New Delhi - 110001

 

Attn :  Mr. Vishal Garg

Fax No. : 011-44357788

 

1


 

PART B

 

1. The General Conditions stand deleted / modified as follows:

 

A)            The definition of “ICICI Bank Base Rate” under Clause 1.1 of Article I of the General Conditions is hereby deleted in its entirety and the following clause is substituted in its stead:

 

I-MCLR” means the percentage rate per annum decided by the Bank and announced / notified by the Bank from time to time as its MCLR in terms of the guidelines of Reserve Bank of India. The Bank publishes I-MCLR for five tenures namely overnight, one-month, three-month, six-month and one year.

 

B)            The clause 2.4 (vi) of the General Conditions is hereby deleted in its entirety and the following clause is substituted in its stead: -

 

(vi) The Borrower shall bear all taxes, other imposts, costs, charges, fees and duties including stamp duty and relevant registration and filing charges in connection with the  Transaction Documents (including any differential or 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 accordance with the laws for the time being in force  in respect of or in connection with the Facilities, and  the Transaction Documents.  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 all sums paid by the Bank in accordance with the provisions contained herein.”

 

C)            The clause 3.1 (viii) of the General Conditions is hereby deleted in its entirety and the following clause is substituted in its stead: -

 

(viii) Except to the extent disclosed to the Bank:

 

(a) all the Borrower’s contracts or agreements with, or any commitments to, any affiliates or group companies (if applicable) are on arms’ length basis;

 

(b) 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 directors of any other bank, including directors of Scheduled Cooperative Bank and directors of subsidiaries/trustees of mutual funds/venture capital funds, holds substantial interest or is interested as director or as a guarantor of the Borrower;

 

(c) No relative (as specified by RBI) of a Chairman / Managing Director or director of banking company, including directors of Scheduled Cooperative Bank and directors of subsidiaries/trustees of mutual funds/venture capital

 

2


 

funds (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 Borrower.

 

D)                                    The clause 3.4 (viii) of the General Conditions is hereby deleted in its entirety and the following clause is substituted in its stead:

 

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 disclosed to the Bank nor shall it deal with or through any other bank(s) or financial institution(s) except carve out limit as may be permitted by ICICI Bank Limited”

 

E)                                     The following provisions stand inserted under clause 5.1 (ix) of the General Conditions:

 

If the collections routed through ICICI Bank Account fall below 85% of the total direct collections after 1 st  month and below 95% of the total collections after 4 th  month from availing the Facility.

 

F)                                      The following provisions stand inserted under clause 5.1 (x) of the General Conditions:

 

If 51% control of the Borrower is changed from Yatra Online Private Limited during the currency of the Facility.

 

G)                                    The following provisions stand inserted under clause 5.1 (x) of the General Conditions:

 

If the gross bookings in any month falls below Rs. 700.0 million.

 

H)                                   The following provisions stand inserted under clause 5.3(v) of the General Conditions:

 

In case of non-payment of any amounts payable in respect of the Facility the amount collected in the accounts of the Borrower shall be fully utilized to fulfill the obligation of the Borrower towards the Bank and the balance amounts, if any, may be released.

 

I)                                        The following provisions stand inserted under clause 5.3(v) of the General Conditions:

 

In case of non-compliance with covenant on the routing of direct collections by the Borrower through the Bank, <95% of the entire collections of the Borrower (monitored monthly) during the tenor of the Facility, the Borrower shall ensure to rectify such shortfall within 15 days. In case the Borrower fails to rectify the shortfall the amount collected in the aforesaid account shall be fully utilized to reduce the outstanding

 

3


 

Facility amount and the balance amounts, if any, may be released to the Borrower at the sole discretion of the Lender(s).

 

J)          The following provisions stand inserted under clause 5.6 of the General Conditions:

 

No further Disbursements shall be made under the Facility until the Events of Default are rectified.

 

PART C

 

1.                                       The Borrower shall undertake and / or procure undertaking(s) from such persons as may be specified by the Bank in the form required by Bank, whereby it / he / she / they shall take the responsibility for making arrangements satisfactory to the Bank for meeting the shortfall, if any, in the resources of the Borrower for working capital requirement and / or any of its project. 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 / or for any of its project, shall be in such form and manner and on such terms as may be required by the Bank.

 

2.                                       The Borrower shall ensure that its 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.

 

3(a) To the extent applicable, 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;

 

(b) The Borrower is not, 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 to the Transaction Documents.

 

4.(i) 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 / or RBI and / or any other authority from time to time, the Borrower agrees, declares and confirms  that in the event of the withdrawal, modification and / or variation of such scheme(s), the concessional rate(s) of interest shall stand withdrawn and the rate(s) of interest of the Bank applicable at such point of time to such Facilities shall become effective from the date (hereinafter referred to as the “said date”) of such withdrawal, modification and / 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; (ii) In case the relevant Facilities are eligible for cover under any “guarantee scheme”, the Borrower shall bear the guarantee fee paid / to be paid in connection with such Facilities; such guarantee fee may be debited to the relevant Account and shall be

 

4


 

treated as part of the Facilities and shall carry interest at the rate specified in the CAL.

 

6.                                       FINANCIAL COVENANTS

 

(i)              Total Debt (TD) / Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA) shall not to exceed 4.5 times during the tenor of the Facility.

 

(ii)           The financial covenants shall be tested on annual basis. The calculation date shall be 31st March immediately following the first disbursement and every twelve months thereafter within 120 days from end of the relevant monitoring period.

 

Definitions:

 

·                                           Total debt (TD) includes long term debt, short term debt falling due in one year, working capital borrowings and any corporate guarantees issued in favour of any of its subsidiaries/group companies.

 

·                                           Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA) includes total operating income less excise duty plus other recurring income less operating expenses excluding interest, depreciation, taxes and amortization

 

Formula for computation of above financial covenants:

 

1.                                       Total Debt (TD): Long term debt+ Short term debt + Working capital bank finance +Guarantee

 

2.                                       Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA): Total operating income - excise duty + other recurring income incidental to main business - operating expenses excluding Interest, Depreciation, Taxes and Amortization

 

7.                                       COLLECTION ACCOUNT AND ITS MECHANISM

 

(a)          The Borrower shall open current account(s) with the Bank as per applicable terms and conditions.

 

(b)          The current account(s) of the Borrower opened with the collecting bank shall be used to route the entire collections of the Borrower, under the collection agreement.

 

(c)           The collection made by the Borrower shall be deposited in the collection account with the collecting bank.

 

(a)          The Borrower shall be allowed to use the funds available in their collection account, subject to no event of default being triggered off under the Facility.

 

5


 

8.                                       OTHER CONDITIONS

 

(i)                                      The Borrower shall provide an undertaking that none of the director’s name is into RBI/ECGC defaulter list.

 

(ii)                                   Statement of total collections and direct collections routed through the Bank available with the Borrower shall be submitted within 15 days from the end of each month during the tenor of the Facility.

 

(iii)                                The Borrower shall provide a list of all other non-ICICI Bank accounts prior to limit setup. The Borrower shall further provide account statements of all other non-ICICI Bank accounts to Bank upon its request.

 

(iv)                               The Borrower shall close SBI Cash Credit Account within 15 days from limit setup.

 

(v)                                  The Borrower shall provide a management certificate confirming that there were no creditors greater than six months as on March 31, 2017. The Borrower shall also provide a management certificate confirming the amount of creditors greater than six months within 15 days of signing of its audited FY2018 financial results.

 

(vi)                               The Borrower shall provide a management certificate confirming that there were no arrears in statutory payments as on date.

 

(vii)                            The Borrower shall give irrevocable instructions to its top 20 customers to route 100% payments to the Borrower through the Borrower’s collection account with the Bank before limit setup and shall provide periodic information as and when required by ICICI Bank.

 

(viii)                         Acknowledgement to be received from ten corporate customers out of top twenty customer to route the payment through Borrower’s collection account with the collecting bank prior to limit setup such that collection through these customers shall be more than 20% of gross bookings of FY2018 (provisional) and from balance customers within 30 days of first disbursement.

 

(ix)                               Limit set up over and above Rs. 600.0 million to be done only post receipt of routing confirmations from all of the top 20 customers of the Borrower.

 

(x)                                  The Borrower shall confirm that minimum 85% of the entire direct collections of the obligor are routed through the Bank within 1 month and at least 95% is routed within 4 months from availing the Facility and every month thereafter. Confirmation letter to be provided by the Borrower within 15 days from the end of 1 st  and 4 th  month respectively and every month thereafter from availing the Facility. In case the direct collections routed through ICICI Bank Account fall below 85% of the total collections after 1 st  month and below 95% of the total collections after 4 th  month from availing the Facility (to be monitored monthly), it shall be considered as an Event of Default under the Facility.

 

(xi)                               The Borrower shall make all payments through its Collection Account only maintained with the Bank.

 

(xii)                            Information shall be obtained on quarterly basis regarding the unhedged foreign currency exposure of the Borrower. If the Borrower has unhedged foreign currency exposure, then the Bank shall reserve a right to increase the pricing.

 

(xiii)                         All the insurance shall be obtained prior to limit setup.

 

6


 

(xiv)                        Borrower to provide an undertaking stating to route the entire collections through Collection Account only maintained with the Bank before limit setup.

 

(xv)                           The Borrower shall ensure that ROC charges of State Bank of India are satisfied within 60 days from the date of issuance of CAL.

 

(xvi)                        Certificate from a Chartered Accountant confirming IT obligations be obtained in lieu of certificate under section 281 of Income Tax Act along with assessment orders. In absence of assessment orders, screenshot from the IT portal with borrower entity PAN duly certified by either Company Secretary or by a Chartered Accountant to be obtained.

 

(xvii)                     The Borrower shall confirm that there are no immovable fixed assets as on date.

 

(xviii)                  Upfront undertaking from Yatra Online Private Limited that its direct shareholding in ATB shall not fall below 51.0% anytime during the currency of the facility and its management control shall not fall below its shareholding in ATB, anytime during the currency of the facility. Breach shall be an Event of Default under the Facility.

 

9.                                       SPECIAL CONDITIONS

 

(i)     The Borrower submit a declaration that overall utilisation of working capital facilities from all banks shall be within maximum permissible bank finance. All debtors discounted/ factored to be deducted from Drawing Power.

 

(ii)    The Borrower shall submit declaration regarding information with regard to credit facilities availed from other bankers is obtained as per Annexure I of the RBI Circular ‘Lending under consortium arrangement / Multiple Banking arrangements’

 

(iii)   The Borrower shall submit half-yearly certification by professional with regard to compliance of various statutory prescriptions is obtained as per Annexure III of the RBI Circular.

 

(iv) Prior to any takeover/merger of the Borrower by Yatra Online Pvt Limited (YOPL), or any associate or sister concerns of YOPL; or any announcement of such takeover/merger, outstanding under the cash credit facility to be fully paid off and outstanding under the bank guarantee facility to be fully cash collateralized, and no further disbursement to be permitted. All monies in the Collection Account of the Borrower maintained with the Bank to be utilized towards effecting the same. Such cash collateralization may also be permitted by way of mutual funds/liquid securities with terms acceptable to the Bank.

 

(v) The Borrower shall ensure that minimum level of gross bookings on a monthly basis shall not fall below Rs. 900.0 million. In case it falls below Rs.900.0 million for any month, the Borrower shall be given cure period of 3 months to increase it above ` 900.0 million/ month.

 

(vi)  In case gross bookings in any month falls below Rs. 700.0 million, event of Default to be triggered under the Facility. All collections in the Collection

 

7


 

Account of the Borrower maintained with the Bank shall be utilized to fully pay off the outstanding under the cash credit facility and fully cash collateralize the outstanding under the bank guarantee facility; and no further disbursements shall be made till such event of default has been cured to the satisfaction of the Lender.

 

(vi) The Borrower shall not declare any dividend payout/upstreaming of profit/ extend loan/advances from the Borrower to YOPL. The Borrower shall only deal with YOPL in transaction which are regular business in nature. The Bank shall have the right to seek all relevant information in this regard, at all times during the currency of the Facility.

 

(J) The Borrower shall take the Bank’s approval in case of raising any further indebtedness including by way of corporate guarantee apart from incremental debt (subject to no breach in stipulated financial covenants) of upto Rs 100.0 million excluding commercial card facilities availed by the Borrower.

 

10.                                TAKEOVER CONDITIONS FOR CASH CREDIT FACILITY

 

The following conditions shall be applicable in case of complete and one-time takeover of outstanding cash credit limit from State Bank of India:

 

1.                     The Borrower shall comply with all applicable takeover guidelines as per RBI Circular on “Transfer of Borrowal Accounts from one Bank to Another” dated May 10, 2012.

 

2.                     Satisfactory Credit Opinion report/balance confirmation of the borrower account with State Bank of India (SBI), as per the regulatory prescribed formats (Reserve Bank of India circular dated May 10, 2012) shall be obtained from the transferor bank before disbursement and for the said purpose. In case the credit information from the transferor bank is not received within the prescribed time period, the Bank shall proceed for the takeover of the borrowal account after obtaining the information in the regulatory prescribed format from the borrower which should be duly certified by a Chartered Accountant (CA) acceptable to the Bank.

 

3.                 A one-time pay order/Demand draft/RTGS/Counter Bank Guarantee equivalent to the outstanding amount (not exceeding sanctioned limit of the Bank) as per the balance confirmation received from State Bank of India shall be issued favoring SBI towards outstanding working capital fund based and non-fund based facilities. Any penal charges and overdues towards the same shall not be funded by the Bank.

 

4.                 The Borrower shall obtain no due certificate from State Bank of India within 45 days of take over.

 

5.                 The Bank shall send a formal communication of take-over to State Bank of India with the letter of the Borrower written to the Bank for taking over the limits of State Bank of India and referring in the letter that they have also intimated State Bank of India for such takeover on the day of first disbursement and the acknowledgement of

 

8


 

the same to be received on the same day post disbursement. The letter should also state that no further disbursement of any undisbursed limits shall be done to the Borrower on or after the date of acknowledgment of letter from State Bank of India.

 

6.                 The Borrower shall write to State Bank of India (SBI) mentioning that ICICI Bank is taking over the limits and also mentioning that no further disbursement of any undisbursed limits shall be done to the Borrower. The same shall be obtained prior to any disbursement and the same shall be acknowledged by SBI prior to limit setup.

 

7.                 The Borrower shall file CHG-4 within 180 days of the takeover.

 

PART D

 

1.               The Borrower represents, declares and warrants that -

 

(a)                      the constitutional documents of the Borrower permits the Borrower to allow use of the BG / LC Facilities by / through its Subsidiary(ies) / Special Purpose Vehicle(s) / Joint Venture(s) (incorporated or unincorporated) with liability on such availed BG / LC Facilities lying with and discharged by the Borrower;

 

(b)                      utilisation of the BG / LC Facilities by / through Borrower’s Subsidiary(ies) / Special Purpose Vehicle(s) / Joint Venture(s) (incorporated or unincorporated) shall not conflict with or violate any law / regulatory requirement or any contract governing the Subsidiary(ies) / Special Purpose Vehicle(s) / Joint Venture(s) (incorporated or unincorporated) or the Borrower or any provision of the Borrower’s constitutional documents or any order or judgment of any court or other agency of government applicable to the Borrower or any of its assets or terms of any contract binding on or affecting the Borrower or any of its assets.

 

The Borrower shall procure and furnish to the Bank a certificate from Legal Advisor confirming the above.

 

2.               The Borrower shall complete all statutory and regulatory compliances, as may be applicable from time to time, including providing / procuring and providing such certificates to the satisfaction of the Bank in connection with allowing availing the BG / LC Facilities by / through the Borrower’s Subsidiary(ies) / Special Purpose Vehicle(s) / Joint Venture(s) (incorporated or unincorporated), as the case may be.

 

3.               The Borrower shall comply with such further condition(s) that the Bank may stipulate at the time of availment of the BG / LC Facilities by / through its Subsidiary(ies) / Special Purpose Vehicle(s) / Joint Venture(s) (incorporated or unincorporated).

 

9


 

4.               The Borrower further confirms that the aforesaid representation is and will continue to remain, true, correct, valid and subsisting in every respect as of the date of the Facility Agreement, the date(s) of drawals under the BG/LC Facilities  by / through Borrower’s Subsidiary(ies) / Special Purpose Vehicle(s) / Joint Venture(s) (incorporated or unincorporated, the date(s) of execution of each amendment to the Facility Agreement and each Due Date, which representation shall survive the execution and delivery of the Transaction Document, provision of the BG/LC Facilities under the Facility Agreement and repayment / payment in full of the liabilities, if any incurred by the Bank in respect of the BG/LC Facilities and all monies in respect thereof.

 

5.               All other terms and conditions of the Facility Agreement shall remain in full force and effect in relation to the utilisation of the BG / LC Facilities by / through Subsidiary(ies) / Special Purpose Vehicle(s) / Joint Venture(s) (whether incorporated or not) of the Borrower.

 

IN WITNESS WHEREOF the Borrower and the Bank have caused this Facility Agreement to be executed on the day, month and year first hereinabove written as hereinafter appearing.

 

For the Bank :

 

 

SIGNED AND DELIVERED by the within named Bank, ICICI BANK LIMITED, by the hand of Mr. / Ms.                     , its authorized official

 

 

 

 

 

 

 

 

 

 

 

 

For the Borrower :

 

 

The Common Seal of the within named Borrower, Air Travel Bureau Limited, has, pursuant to the resolution of its Board of Directors, passed in that behalf on the 23 rd  day of July, 2018, hereunto been affixed in the presence of Mr. Anuj Kumar Sethi

 

/s/ Vishal Garg

 

/s/ Naren Nautiyal

 

 

 

 

 

10




Exhibit 4.27

RENEWAl CREDIT ARRANGEMENT lETTER CAL108917829855 Date: May 28, 2019 Air Travel Bureau Private Limited M-95, Connauglit Circus, New Delhi-110001 Attention: Mr Anuj Sethi Dear Sir/s: Sub: Renewal of Working Capital Facilities All the existing security and/or contractual comforC if any, in respect of the Facility/ies, shall remain in full force and effect and continue to secure the Facllity/ies, notwithstanding the amendment/s. In case of any change, in the directors, Memorandum of Association, Articles of Association or other constitutional documents, post the information/documents last shared by you with ICICI Bank, you are requested to furnish updated records of the same to ICICI Bank. Kindly also ensure that your total working capital bank finance, including the renewed facility, does not and shall not during the subsistence of the Facility/ies exceed the maximum permissible bank finance limits. You, the Borrower, guarantor and the security provider shall execute documents as may be required, in the form and manner acceptable to Bank in relation to the renewal of the Facility. This Renewal CAL is being sent to you in duplicate. We request you to one copy of this Renewal CAL, duly signed by you/your authorized person/s, the uarantor(s) and security provider(s) (if any), in token of acceptance of the terms Regd. Office : ICICI Bank Tower, Near Chakli Circle, Old Padra Road,Vadodara 390 007, India. Corp. Office : ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400051, India. ICICH Bank limited ICICI Bank Tower NBCC Place,Pragati Vihar, Bhishma Pitamah Marg New Delhi - 110003. Tel.: +91-11-24390000 Fax: +91-11-24390070 Website www.icicibank.com CIN :L65190GJ1994PLC021012

 

specified herein, and execute such agreements and documents as may be required in relation to the Facility, in the form and manner acceptable to ICICI Bank, October 10, 2019, or such extended/revised period as ICICI Bank may grant in writing, failing which this offer will lapse automatically without any further communication. · Renewal CAL must be returnedalong with aboard rization applicable to the borrower/guarantor/security provider .. uthority of the signatory. :,,tl (Authorised signatory} 2 Accepted by the Borrower: For [ ] (Borrower) N<:Jme: [] Designation: [ ] Date: Accepted by the Guarantor: Name:[] Designation: [] Date: Accepted by the Security Provider Name:[] Designation: [ ] Date:

 

ANNEXURE (CAL Details} Sr. No. Description I CAL no Date CAL1388260428831 August 14,2018 (Renewed Facility/ies} May 28, I May 06, 2020 j Facility/ies valid up to 3 Facilitylies Overall Limits (in million} Outstanding amount as on 2019 (in million} Fund Based Cash Credit 800.0 799.9 Invoice Discounting 200.0 0.0 Non-Fund based (if applicable} Bank Guarantee 100.0 93.1 Overall Limit (total): 1,100.0 892.1

 

(TERMS AND CONDITIONS) Cash Credit , 4 Facility Name Cash Credit Proposed limit: U to800.0 million Tenure: upto 12 months Repayment schedule NA Pricing: The rate of interest stipulated by ICICI Bank shall be sum of I-MCLR-6M and 11Spreadl/ per annum, subject to minimum of I-MCLR-6M, plus applicable interest tax or other statutory levy, if any, on the principal amount of the loan remains outstanding each day. As on date the I-MCLR-6M is 8.70% and spread is 2.40% Above interest rate shall be reset at the end of every 6 months from the account opening date/limit set-up date/renewal date as a sum of I-MCLR-6M + 11Spread11 prevailing on the reset date plus applicable interest tax or other statutory levy, if any. In case there is any change in the regulatory requirements by the regulator applicable to the facility pertaining to provisioning norms and/or risk weightage, then the Bank may revise the spread to reflect the re ulatory change, subject to extant RBI guidelines. Security: As per security template Peal< Limit Uniform limit throughout the validity of facility Sub Limit (s) 1/Division wise Limit(s)2 NA Purpose To meet the working capital requirements of the Borrower Margin Inventory: NA Book debts: Cover period: 90 days Margin: 40% Validity upto 12 months i.e. May 06,2020. Contractual Comfort • Unconditional and Irrevocable Corporate Guarantee from Yatra Online Private Limited •Non Disposal Undertaking from the Parent not to dispose any shareholding in the Borrower throughout the tenor of the Facility apart from the pledge obligation that the Parent has created before availing the facility. Cash Margin 150.0 million as mentioned in the Securit template Interest payment Interest would be payable monthly, on the la (dat

 

certificate confirming that there were no arrears in Bani< Guarantee 1 Facility Name: Bank Guarantee (BG) . Existing Limit 300.0 million Proposed Limit: 100.0 million Tenure: Maximum period of BG (including claim period, if any) to be restricted to 18 months. Repayment schedule: NA Pricing: 1.00% p.a. commission The commission shall be calculated on the actual number of days basis i.e. from the date of issuance/ opening of the BG upto the end of claim period. In case of foreign currency bank guarantees, the following charges will be additional: SWIFT/communication charges-Rs 500 per guarantee Correspondent bank charges, if any, shall be charged on actuals Security: As er the security tern late Condition Precedents I Condition Subsequent I Special conditions The Borrower shall not request the bank for issuance of BGs in favour of any sister concerns/ associate concerns/ group companies/ associates of the Borrower. Type Financial guarantee Sub-limit NA Purpose Financial uarantees to be issued to frequency each month. Collection Account Current account(s) opened with the Bank as per applicable terms and conditions. Collection Mechanism The collection made by the Borrower will be deposited in the Collection Account with the Collecting Bank. The Borrower to be allowed to use the funds available in their Collection Account, subject to no event of default being triggered off under the Facility. Borrower I Obligor Air Travel Bureau Private Limited (ATB) Promoter I Parent Yatra Online Private Limited (YOPL or Yatra) Lender(s} ICICI Bank Limited and/or such other bank(s) or financial institution(s) which may become lenders pursuant to transfer of all or a portion of the Facility to such bank(s)/financial institution(s) by ICICI Bank Limited Other Conditions • The Borrowershall provideamanagement statutory payments as on date Collecting Bani< ICICI Bank Limited Drawing Power Any outstanding against invoice discounting to be subtracted from drawing power calculation of Cash Credit.

 

the format acceptable to the Bank retention money guarantees stipulated under scheme, bank will obtain counter guarantee of Guarantee from Yatra Online Private Limited Borrower dispose any shareholding in the 6 Transport Association (lATA) as ATB shall pay to them under lATA Billing and Settlement Plan reporting and remittance calendar. BG upto 20.0 million to be issued for hotel and packages business Minimum Commission and other charges 500.0 per guarantee Cash Margin Guarantees covering disputed liabilities -100% Financial guarantees - 20% in the form of Fixed Deposits with ICICI Bank Commission Collection Frequency Payable upfront for the entire tenor of the guarantee Validity upto 12 months i.e. May 06,2020. General •The bank guarantees to be issued shall be as per •In case of bid bond I EMD /advance payment I project exports, Bank will obtain counter guarantees from ECGC at the expense· of the company • If the guarantees to be issued come under EPCG ECGC at the expense of the company Contractual Comfort • Unconditionaland Irrevocable Corporate • Non Disposal Undertaking from the Parent not to throughout the tenor of the Facility apart from the pledge that the Parent has created before availing the facility.' Borrower I Obligor Air Travel Bureau Private Limited (ATB) Collecting Bani< ICICI Bank Limited Lender(s) ICICI Bank Limited and/or such other bank(s) or financial institution(s) which may become lenders pursuant to transfer of all or a portion of the Facility to such bank(s)/financial institution(s) by ICICI Bank Limited Promoter I Parent Yatra Online Private Limited (YOPL or Yatra) Collection Mechanism The collection made by the Borrower will be deposited in the Collection Account with the Collecting Bank. The Borrower to be allowed to use the funds available in their Collection Account, subject to no event of default being triggered off under the Facility. Collection Account Current account(s) opened with the Bank as per applicable terms and conditions.

 

Invoice Discounting 7 Facility Invoice Discounting facility This Facility is available online to the Borrower through corporate internet banking under Financial Supply Chain Management (FSCM) module alone or through FSCM and host to host module ("H2H") jointly. Access to FSCM and H2H (if required) shall be made available after execution of appropriate documents by the Borrower. Purchaser/s Purchaser/s of goods and services from the Borrower; The expression "Purchaser/s" includes, unless it be repugnant to the subject or context thereof, its successors and assigns. This Facility shall be provided to the Borrower only for the goods and services sold to the Purchaser/s. Existing Limit Nil Proposed Limit Rs 200.0 million Interchangeability of Limits Not Allowed The Facility shall not be interchangeable with any other facility sanctioned by ICICI Bank. Sublimit Rs 200.0 million of Bank Guarantee Validity 1 Year i.e. May 06,2020. Security As per security Template Maximum Tenor (Usance Period) 60 days Goods I Services Covered This should be restricted to working capital requirements of the Borrower. Margin Amount 20.00% (The financed amount shall be equal to Invoice/ Bill of Exchange ("BOE") amount less margin amount). Interest The .fixed rate of interest for each drawal of the Facility will be stipulated by ICICI Bank at the time of disbursement of each drawal, which shall be sum of 1-MCLR# and "Spread" per annum, subject to minimum of 1-MCLR#, plus applicable interest tax or other statutory levy, if any. As on date the I-MCLR-3M is 8.55% and Spread is 2.00% p.a. #Note: 1-MCLR will be based on the tenure of the individual drawals under the facility: • Drawals for upto 3 month tenure: I-MCLR-3M •Drawals for greater than 3 months and upto 6 month tenure: I-MCLR-6M • Drawals for greater than 6 month tenure: I-MCLR-1Y In case there is any change in the regulatory requirements b the regulator a licable to the facilit , to

 

8 prov1s1oning norms and/or risk weightage, then the Bank may revise the Spread to reflect the regulatory change, subject to extant RBI guidelines. The Borrower will have the option to prepay the individual drawal without any prepayment penalty during "1 month for individual drawal tenure of upto 4 months/2 months for individual drawal tenure more than 4 months and upto 8 months/4 months for individual drawal tenure more than 8 months and upto 12 months" prior to the scheduled maturity date of the drawal, provided at least 5 days irrevocable notice to prepay the loan has been given by the borrower to the Bank. Except mentioned elsewhere, if the Borrower wishes to prepay the Facility, it may do so with payment of Prepayment Premium of 0.25% on principal amount of the loan prepaid subject to the Borrower giving at least 15 days prior written notice of the same to the Bank. Interest Payment Frequency Upfront Commission 1. Transaction Charges a} On Discounting : Rs 500.0 per lot irrespective of the number of bills b) Overdue Charges : 4% over and above documented rate Above charges are exclusive of service tax or other statutory levy, if any, which shall be charged as per the prevailing guidelines of government/statutory authority. Charges I fees I commission shall be taken upfront. Repayment Tenor based defined maturity date. Companies whose Invoic Discounting i allowed e s •Tech Mahindra Limited • HCL Technologies Limited • WNS Global Services Private Limited • Hyundai Motor • Sterling & Wilson Pvt Ltd • Crisil • Jubilant Life Sciences Limited •HT Media Limited • Mylan Laboratories Limited •Havells India Limited •Cipla Limited

 

9 Note: Invoices of the above mentioned companies for their domestic/international/offshore bookings can also be discounted. Also, at all times, outstanding of invoice discounting from each company mentioned above shall not exceed40.0 million. . For adding any new payee to the above list, the company shall submit an application letter for seeking addition in payee list by taking approval from ICICI Bank ltd. The new payee should be in its normal line of business. Airlines whose invoices shall not be discounted Invoices pertaining to the following airlines shall not be discounted: • Turkish Airlines • Cathay Airlines • China Eastern airlines • Ethopian Airlines • Jet Airways For deleting any new airlines name from the above list, the company shall provide requisite docs to the satisfaction of ICICI bank. General Terms and Conditions The **invoice(s)/bills will be discounted with recourse to the Borrower. Invoices which are more than 15 days old shall not be considered for the Facility ICICI bank reserves the right to demand underlying documents on account of regulatory requirement or its internal policies. ICICI Bank will provide the Facility when the file containing the details of the invoices ("File") has been uploaded by the borrower, which shall be treated as deemed acceptance by the borrower. Authorization by the purchaser/client is not required for the transaction. Breach of any representation, warranty or covenant ·specified herein or any other Transaction Document shall be deemed to be an event of default under the Facility. The Borrower shall provide I give 15 days advance written notice to ICICI Bank in the event the Borrower and I or the Purchaser decide to terminate the agreement between them. Such termination may, at the sole discretion of ICICI Bank, be treated as an event of. default under the Facility. In such an event, the obligations of the Borrower shall continue to exist in relation to the Facility unless all monies in respect of the same are paid to ICICI Bank, to its satisfaction. Applicable representations and warranties: (a) that the details of invoice(s) submitted to ICICI Bank for discounting represent genuine sales transactions of

 

10 goods/services; (b)that the amounts of such invoice(s) truly represent the value of the goods so transported/shipped; (c) that sale of goods/services for which the Borrower is availing the Facility from ICICI Bank has not been conducted between related parties of the Borrower like group companies, associated companies, house firms and identical companies. (d) that the outstanding amount under the Facility will be deducted at the time of calculating the value of the receivables of the Borrower till the time the said amount is paid to the satisfaction of ICICI Bank. Any other condition as may be specified by ICICI Bank. Special Condition The Bank reserves right to verify underlying documents physically including copies of the invoice(s) and any kind of documents showing proof of sale of services. This verification shall be carried out on Half yearly basis on randomly selected transactions or as and when ICICI Bank so demands. Deal Structure 1) **The File containing details of invoices will be uploaded by the Borrower/s through FSCM alone or FSCM and H2H jointly or details of invoices shall be entered in FSCM system by the Borrower/s. The same shall be treated as deemed request for discounting from the borrower. 2) The Borrower will be paid the proceeds of the Facility by way of direct credit/fund transfer to Borrower's bank account as specified in the FSCM application form. 3) On due date, the Borrower shall pay the outstanding amount of the Facility to ICICI Bank 4) ICICI bank shall auto debit the amount on the due date from the collection account of the Borrower maintained with ICICI bank Documentation with Borrower for the Facility Including but not limited to: Facility Agreement & General Conditions, if not executed already CIB, FSCM Application Form, if not active already Board resolution (i) for availing the Facility and online availment of the same through FSCM standalone or FSCM and H2H jointly Any other document as may be required by ICICI Bank.

 

Bani< Guarantee 2 11 Facility Name: Bank Guarantee (BG) as a sublimit of Invoice bill Discounting Proposed Limit: 200.0 million (sublimit of Invoice bill discounting limit) Tenure: Maximum period of BG (including claim period, if any) to be restricted to 18 months. Repayment schedule: NA Pricing: 1.00% p.a. commission The commission shall be calculated on the actual number of days basis i.e. from the date of issuance/ opening of the BG upto the end of claim eriod. In case the above mentioned online system is not operational, then the following offline bill discounting method needs to be followed: Client to submit monthly details of fresh bills raised to the clients mentioned above for the month, basis which business team to give approval on the amount of discounting to be allowed to the borrower Documents to be submitted would include: Clients request letter Signed copy of Invoice Statement Charges applicable Courier charges-100 (only in case of offline bill discounting) Stamp duty, at actuals, if any Verification charges of Issuing bank, if required, at actuals Any other (please specify): NA General •Bank will be at liberty to fix drawee/drawer-wise sub limits within the overall bill discounting limits, if necessary. • The bills will be discounted with recourse to the Borrower to whom this facility is granted. •Bank also reserves the right to pre-approve the drawees in case of Sales Bill Discounting and drawers in case of Purchase Bill Discounting. " Bill proceeds would be credited to the Borrower's ICICI bank current account •If felt necessary, discounting I purchase of export bills will be subjected to availability of "satisfactory" opinion reports from banks I agencies overseas. " Applicable representations and warranties: " that the Bills and the documents tendered/submitted represent genuine trade transactions of goods/services; " that the amounts of such Bills truly represent the value of the goods/services so transported/shipped; and •that the transactions in the nature of an accommodation have not been conducted between related parties like group companies, associated companies, house firms and identical companies (the "Group Companies")

 

Yatra Online Private Limited (YOPL or .Yatra) In case of foreign currency bank guarantees, the following charges will be additional: SWIFT/communicationcharges Rs500 per guarantee Correspondent bank charges, if any, shall be charged on actuals Security: As per security template T e Financial guarantee Sub-limit NA Purpose Financial guarantees to be issued to International Air Transport Association (lATA) as ATB shall pay to them under lATA Billing and Settlement Plan reporting and remittance calendar. BG upto 20.0 million to be issued for hotel and packages business Minimum Commission and other charges 500.0 per gl,Jarantee Cash Margin Guarantees covering disputed liabilities-100% Financial guarantees - 20% in the form of Fixed Deposits with ICICI Bank Commission Collection Fre uency Payable upfront for the entire tenor of the guarantee Validity 12 months General •The bank guarantees to be issued shall be as per the format acceptable to the Bank •In case of bid bond I EMD /advance payment I retention money guarantees stipulated under project exports, Bank will obtain counter guarantees from ECGC at the expense of the company •If the guarantees to be issued come under EPCGscheme, bank will obtain counter guarantee of ECGC at the expense of the company Contractual Comfort • Unconditionaland Irrevocable Corporate Guarantee from Yatra Online Private Limited •Non Disposal Undertaking from the Parent not to dispose any shareholding in the Borrower throughout the tenor of the Facility apart from the pledge that the Parent has created before availing the facility. Borrower I Obligor Air Travel Bureau Private Limited (ATB) Collecting Bank ICICI Bank Limited Lender(s) ICICI Bank Limited and/or such other bank(s) or financial institution(s) which may become lenders pursuant to transfer of all or a portion of the Facility to such bank(s}/financial institution(s) by ICICI Bank Limited

 

Security Template ( million) 13 Security (for working capital facilities} Asset detail Type of charge (exclusive/first pari passu/second/residual} Value of asset (as per last audited balance sheet, WDV in case of fixed assets) Valuation date (wherever applicable) Exclusive charge on all the present and future current Exclusive 1015.4 March 31,2018 Collection Mechanism The collection made by the Borrower will be depositedin the Collection Account with the Collecting Bank. The Borrower to be allowed to use the funds available in their Collection Account, subject to no event of default being triggered off under the Facility. Collection Account The Borrower opened current account(s) with the Bank as per applicable terms and conditions. Declaration The Borrower hereby gives specific consent to ICICI Bank for submitting/disclosingthe 'financial information' as defined in Section 3(13) of the Insolvency and Bankruptcy Code, 2016 (including all amendments and replacements made thereto and all rules and regulations framed thereunder), in respect of the Facility availed by the Borrower, from time to time, to Information Utilities as defined in Section 3(21) of the Insolvency and Bankruptcy Code, 2016 (including all amendments and replacements made thereto and all rules and regulations framed thereunder), and directions issued by Reserve Bank of India to the banks from time to time and hereby specially agree to promptly authenticate and verify the 'financial information' submitted by ICICI Bank, as and when requested by Information Utilities. The Borrower hereby gives consent to ICICI Bank, to recover/set off any fees required to be paid by ICICI Bank to the Information Utilities for availing their services in relation to the Facility from the disbursements made to the Borrower by ICICI Bank from time to time.

 

Operational terms and conditions financial 14 Period of sanction The working capital facilities are payable on demand. However the facilities are available for a period of 12 months subject to review at periodical intervals wherein the facilities may be continued I cancelled I reduced depending upon the conduct and utilisation of the facilities. 2. Unit Visit NA 3. Processing Fee One-time non-refundable processing fee amounting to Rs. 4.5 million (exclusive of taxes and other statutory levies, if any) by way of cheque/ demand draft/ other modes as may be acceptable to ICICI Bank. 4. Periodicity of submission of information to the Bank Other information (OFI) The Obligor to confirm the gross bookings and turnover on quarter basis within 45 days from the end of the quarter or post declaration of quarterly results, whichever is earlier Data re uired assets and movable fixed assets of the borrower Exclusive charge on all future immovable fixed assets of the borrower Exclusive 0.0 March 31,2018 The borrower to maintain current account float of 150.00 million in a non-checking account with ICICI bank during the tenor of the Facility. The aforesaid amount shall be lien marked to ICICI bank Exclusive 150.0 April30, 2019

 

15 renewal of credit limits expiry of the credit limits Audited I unaudited financial statements I. Provisionals: withinthree months from the close of the accounting year II. Audited: within seven months from the close of the accounting year 5. Creation of charges The company shall create security stipulated by the Bank in a form and manner satisfactory to the Bank. The Company shall file particulars of charges with the Registrar of Companies within the period prescribed by law. 6. Sole I Multiple• All other terms and conditions shall be as per banking General Conditions (GC-1) and the Credit Facility arrangementsAgreement (CFA) to be executed between the compan and ICICI Bank Ltd. 7. Other conditions Declaration to be submitted by the Borrower regarding information with regard to credit facilities availed from other bankers is obtained as per Annexure I of the RBI Circular 'Lending under consortium arrangement I Multiple Banking arrangements' 8. Stock Audit The bank in consultation with the company will arrange for stock and receivables audit once in a year by an outside agency under the consortium/multiple banking arrangement. The terms of reference will be finalized by the Bank I consortium of banks at its sole discretion. The terms of reference will be finalized by the Bank I consortium of banks at its sole discretion. 9. Condition• Undertaking from the Borrower· that none of the Precedents I director's name is into RBI/ECGC defaulter list. Condition• Statement of total collectionsand direct Subsequent I collections routed through ICICI Bank available Special with the Borrower to be submitted within 15 conditionsdays from the erid of each month during the tenor of the Facility. •ATB to provide account statements of all other non-ICICI Bank accounts, if any, to ICICI Bank upon request. •The Borrower to provide confirmation letter within 15 days from end of each month that minimum 95% of the entire collections of the Obligor are routed through ICICI Bank every month. Non-compliance of the same shall be considered as an event of default. •The Borrower shall make all payments through its Collection Account only ·'T Ji'l'e with the

 

 Lender. 11The Borrower shall ensure that minimum level of gross bookings on a monthly basis shall not fall below { 900.0 million. In case it falls below { 900.0 million for any month, the Borrower shall be given cure period of 3 months to increase it above { 900.0 million/ month 11In case gross bookings in any month falls below { 700.0 million, Event of Default to be triggered under the Facility. All collections in the Collection Account of the Borrower maintained with ICICI Bank to be utilized to fully pay off the outstanding under the Cash Credit facility and fully cash collateralize the outstanding under the BG facility; and no further disbursements shall be made till such Event of Default has been cured to the satisfaction of the Lender. 11The Borrower shall not declare any dividend payout/upstreamingof profit/ extend loan/advances from the Borrower to Yatra Online Private Limited (YOPL). The Borrower shall only deal with YOPL in transaction which are regular business in nature. Lender shall have the right to seek all relevant information in this regard, at all times during the currency of the Facility. 11The Borrower shall take ICICI Bank approval in caseof raising any further indebtedness including by way of Corporate Guarantee apart from incremental debt (subject to no breach in stipulated financial covenants) of upto { 100.0 million excluding commercial card facilities availed by the Borrower. • Information will be obtained on quarterly basis regardingthe unhedged foreign currency exposure of the Borrower. If the Borrower has unhedged foreign currency exposure, then the Bank will reserve a right to increase the pricing. •The borrower shall obtain and maintain comprehensive insurance cover for the assets of the borrower during the tenor of the facility, to the satisfaction of ICICI Bank. • Undertaking by the Borrower to route the entire collections through Collection Account only maintained with the Lender before limit setup. •The Borrower to confirm that at the time of availing the Facility there has been no cancellation from the top 20 customers •The Borrower to confirm that there a

 

following: collected in the accounts of the Borrower towards the Lender amounts, if any, may be non-compliance with covenant on direct collectionsby the e tenor of the Facility, the ensure to rectify such shortfall case the Borrower fails to account shall be fully utilized to Facility amount and the the sole discretion of the further issuance will be done y until the Events of Default Acceleration of all outstanding Security (5) Charging of default have the right to stipulate in 17 immovable fixed assets as on date. • Undertaking from Yatra that its direct shareholding in ATB shall not fall below 51.0% anytime during the currency of the facility and its management control shall not fall below its shareholdingin ATB, anytime during the currency of the facility. Breach shall be an Event of Default under the Facility. •The Borrower to undertake that working capital availed by the borrower with in MPBF limit •Any change in ownership/management of the company/Group (shareholding change of more than 51%) cannot be done without prior permission of ICICI Bank. •Renewal cum introduction of the fresh limits shall be acknowledged by the YOPL •The Lender(s) shall have the right to stipulate in the Transaction Documents such other conditions precedent, as they may deem fit, prior to limit setu . 10. Consequences of Event of Default The consequences of event not be limited to the In case of non-payment o respect of the Facility: •The amount Borrower shall be obligation of the and the balance released. In case of the routing of Borrower through t entire cGIIections of monthly) during th Borrower shall within 15 days. In rectify the shortfall: the aforesaid increase the Cash outstandingBG balance amounts, if the Borrower at Lender(s). No under the BG Facilit are rectified (2) dues, (3) Cancella Enforcement of rate The Lender(s) shall the Transaction of default will, include but f any amounts payable in fully utilized to fulfil the he Lender, <95% of the the Borrower (monitored (1) The amount collected in Margin equivalent to the any, may be released to tion of total Facility (4) Documents such other

 

18 conditions precedent, as they may deem fit, prior to limit setup 11. Financial Covenant Total Debt (TD) I Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA) shall not to exceed 5.5 times during the tenor of the facility. The financial covenants shall be tested on annual basis. The calculation date will be 31st March immediately following the first disbursement and every twelve months thereafter within 120 days from the end of the relevant monitoring period. Definitions: Total debt (TD) includes long term debt, short term debt falling due in one year, working capital borrowings and any corporate guarantees issued in favour of any of its subsidiaries/group companies. Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA) includes total operating income less excise duty plus other recurring income less operating expenses excluding interest, depreciation, taxes and amortization Formula for computation of above financial covenants: •Total Debt (TD): Long term debt+ Short term debt + Working capital bank finance •Earnings before Interest, Depreciation, Taxes and Amortization (EBIDTA): Total operating income - excise duty + other recurring income incidental to main business operating expenses excluding Interest, Depreciation, Taxes and Amortization 12. Section 281 certificate of Act IT Option 1: Screenshot from the IT portal of the borrower entity PAN no. duly certified by the Company Secretary (if available for a corporate borrower) or by a Chartered Accountant. For the AYs for which the portal is yet to be updated, the Business team based on the annual financial statements of the Borrower to add further potential tax demands to the aggregate figure available on the IT portal. Option 2: A Statutory Auditors Certificate (preferably) or a Chartered Accountants Certificate giving the status of upto date tax demand in respect of the Borrowers tax assessment which have been completed along with copy of the assessment orders. The CA Certificate would also certify the tax status in respect of the IT Returns which have been filed but not assessed. The Lender reserves the unconditional right to cancel the Facility (either fully or partially) wi,thout

 

Default interest rates Non-submission or of Default interest would be charged from the du·e date 2 delayed submission Provisional actual submission Due date of submission is as Audited 19 Sl Nature of default Reckoning of default interest Default interest rate (p.a.) payable monthly Non-submission or Default interest would be delayed submission of charged from the due date OFI or equivalent of submission till the date of reports actual submission Nil financia • • l statementsof submission till the date of Nil follows: prior notice to the Borrower, on the occurrence of any one or more of the following: 1. In case the overall limits I part of the overall limits are not utilized by the Borrower; or 2. In case of deterioration in the creditworthiness of the Borrower in any manner whatsoever; or 3. In case of non-compliance of terms and conditions contained herein or in the Facility Agreement or any other transaction document For the purpose of this clause, deterioration in the credit worthiness shall mean and include without limitation, the following events: 1. Downgradeof the rating of the Borrower by a credit rating agency; 2. Inclusion of the borrower and/or any of its directors in the RBI's defaulter list; 3. Closure of a significant portion of the Borrower's operating capacity; 4. Decline in the profit after tax of the Borrower by more than fifteen percent; 5. Any adverse comment from the auditor; and 6. Any other reason/event in the opinion of the Lender constituting or which may constitutedeterioration in the creditworthiness.

 

accounting year Default interest Rates in respect of bill discounting facilities: Documented 6% over the o Documented discounted 20 Sl Type of Facility (As applicable) Recl<oning of default interest Default interest rate (p.a.) payable monthly 1 Demand Bil Purchased (outstation) Default interest would be charged from th 8th day post purchase (i.e. allowing 7 days fo transit) till the date of realisation For bills returned unpaid, the default interes would be charged from the date of purchas till the date of recovery 6% over the Documented Rate Rate Rate 2 Demand Bil Purchased (Local) Default interest would be charged from th 3rd day post purchase till the date o realisation In case the bill is returned unpaid, the defaul interest would be charged from the date purchase till date of recovery 3 Usance Bill For period beyond the due date 2% over the Documented In case the bill is returned unpaid, interest to be charged from the date o discount till the date of recovery •Renewal data 3 months from the close of 6 months from the close of accounting year On expiry of credit limits 3 Insurance Insurance cover not obtained I not renewed Nil 4 Default on invocation of Bank Guarantee In case payment is not made towards invoked Bank Guarantee within 2 days, default interest would be charged from the date of receipt of claim till the date of payment I-MCLR-6M+ 10%

 

h 21 Sl Type of Facility (As applicable) Recl<oning of default interest Default interest rate (p.a.) payable monthly rate 4 Inland Cheque Default interest would be charged from th Purchased 8th day post purchase (i.e. allowing 7 days fo Documented Outstationtransit) till the date of realisationRate If the cheque is returned unpaid, defaul 6% over the interest would be charged from date o Documented purchase till date of recovery Rate 5 Inland Cheque If the cheque is returned unpaid, defaul 6% over the Purchased interest would be charged from date o Documented Local purchase till date of recovery Rate 6 Bills received under Inland Letter of Credit (L/C} a) Sight Bills I-MCLR-6M +10% In case of inland bills under L/C not paid within 7 days from the date of receipt, default interest would be charged from the 81 day till the date of realisation b) Usance Bills I-MCLR-6M +10% In case of inland usance bills not paid on the due date, default interest would be charged from the due date to the date of realisation 7 Default rate of Default interest would be charged from due 2 % over the Interest in Inland date till date of realisation Documented Bill Rate

 

F , 'I, ! ??' 22 Guarantor Signature Security Signature( , ) Provider: "1

 



Exhibit 4.28

AMENDATORY CREDIT CAL6068647586 April 16, 2019 I Yatra Online Private Limited Unit No 1101-03, Tower-B, 11thFioor, Unitech Cyber Park, Sector-39 i Gurgaon, India-122001 ' .--'· ·:.,; : ·; Attention: Mr. Alol< Vaish Dear Sir: Please refer to the Credit Arrangement Letter no. CAL930636745810 dated June 22,2018 (the "'CAL"'), issued to you by ICICI Bank Limited (the "'Bank") wherein the Bank has agreed to provide I provided to you financial assistance not exceeding Rs. 1100.0 million (thr-; ''Facility..') on the terms and conditions contained therein. At your request, we are agreeable for modifications of the existing terms and conditions of the CAL to the extent specified in the Annexure hereto, which Annexure shall be deemed to be part of this letter. This letter shall be read in conjunction with the CAL and be construed as if the provisions of this letter were incorporated therern by way of addition. To the extent of any inconsistency between the terms of this letter and the CAL, the provisions of this letter shall prevail. Save for changes specified hereinabove, all the other terms and conditions of the CAL shall remain unchanged and in full force and effect. Please note that this communication should not be construed as giving rise to any binding obligation on the part of ICICI Bank unless you have returned the duplicate copy of this ietter duly signed by you in token of acceptance hereof and signed I executed the agreements I documents in connection with the Facility by May 27, 2019 or such further time as may be allowed by ICICI Bank in writing in its absolute discretion. !.:or Yaira Online Private Umite0 Approved and accepted by the Borrower: Signature(s): _ Date:--------'---110 ICICI Bank Limited ICICI Bank Tower NBCC Place, Pragati Vihar, Bhishma Pitamah Marg New Delhi - 110003. Regd. Office : ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, India. Corp. Office : ICICI Bank Towers, Bandra.Kurla Complex, Mumbai 400051,India. Tel.:+91-11-24390000 Fax:+91-11-24390070 Website www.icicibank.com CIN :L65190GJ1994PLC021012 ARRANGEMENT LETTER

 

(1/C/C/ Bank Annexure The fo.llowing clause stands modified as follows: la,;s - Exist:.:in::g"-'t:=e::rc_:mc_ 1 over immoveable fixed assets of the collection cash margin account no. with 002105023538and collection with accountno. 000705023846and 031405000890 maintained with ICICI hall lnnoven Bureau (ATB) held by the Company i: i Cash ii) Exclusive charge on Cash margin accountno. 002105023538and 002105023538 '""""'; "·:.,, :. :::::,::"":::,::""· lf-LI[IJI!J· :) "''" '"" " :' 7;;;-;::";;v'</ 1_1000/.Vi "''""·:.::.:.,:::: ·/ [ --,----+-,---=---'R e=cvccic:sc::ec::d:_t::ceccr::m:_:__ _, _ the i) First pari passu charge on the and Current assets exCept receivables of the TCSand on movable and no. Borrower excluding charge over and accounts of the Borrower with Air Bank. The current assets shall not the include those shares of Air Travel over which lnnoven Capital has an exclusive charge. The receivables accruing to the borrower from TCS to American Express subject to the following: • Yatra Online Pvt Ltd (YOPL) to execute necessary facility/security documents to the satisfaction of ICICI Bank Ltd and charges filed with registrar of companies • Maintaining stipulated cover of 1.2 times on open exposure of ICICI Bank Rs 500.0 million by way of corporate debtors for less than 60 days • Maintaining unencumbered liquidity excluding liquidity of ATB of atleast Rs 300.0 million on monthly basis • Proceeds from American Express shall be routed through ICICI Bank collection account l Security r) First pari passu charge on Current assets and moveable immoveable fixed assets of Borrower excluding charge ! cash margin account 002105023538and accounts of the Borrower account no. 000705023846 031405000890maintained ICICI Bank. The current assets s not include those shares of Travel Bureau (ATB) held by Companyover which Capital has an exclusive charge. ii) Exclusivecharge on margin account no. and collection accounts of t he collection accounts of the Borrowey

 

current account float of a non­ non-checking the tenor maintain '!'600.0 Bank. iii) The Borrower to maintain account float of < 600.0 milli ICICIbank m a account during the tenor Facility current on with of the iii)The Borrower to million with ICICI bank in checking account during of the Facility.

 



Exhibit 4.29

-----------,---------INDIA NON JUDICIAL i ---,'I Government of National Capital Territory of Delhi -·--·-·--·---·--#---··-· -·---·---------·-·--··--· ·-------· ·--·-··---·-·-··--·-e-Stamp Certificate No. Certificate Issued Date Account Reference Unique Doc. Reference Purch(l.sed by Description of Document Property Description Consideration Price (Rs:r· :-: ::.,:_>-t=:-:·o.-04-Jun-2019 05:45PM c;CO'-' 0"'"' ''i I i I - IMPACC (IV)/ di960303/DELHI/ DL DLH SUBIN-DLDL960303027130443833S:3} ::.I': .. '·.·-·-···, AIR TRAVEL BUREAU PVT LTD Article 5. General Agreement --' , ·r · Not Applicable 0 (Zero) . First Party Second Party Stamp Duty Paid By Stamp Duty Amount(Rs.) AIR TRAVEL BUREAU PVT LTD ICICI BANK LIMITED AIR TRAVEL BUREAU PVT 300 - ·. ,,jThree Hundred only) -0'oF-'j • --------. ----------------------••••••.Please write or type below this line • .' :! i' I. This stamp paper forms an integral part of Supplemental and Amendatory Agreement dated oih June,' · 2019 between M/s Air Travel Bureau Private Limited and !CCI Bank Limited

 

SUPPlEMENTAL AND AMI=l\lDATORV AGRiE:EiV11EJ,lT TO TH!E fACl!JTV AGR!EiEMENlf "· THIS SUPPLEMENTAL AND AMENDATORY AGREEMENT made on this ih day of June, Two Thousand and Nineteen between : AIR TRAVEL BUREAU PRIVATE LIMITED (Formerly known as AIR TRAVEL BUREAU LIMITED), a company within the meaning of the Companies Act, 1956 and having its Registered Office at M-95, Connaught Circus , New Delhi -110001 "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 AND ICICI BANK LIMITED, a company incorporated under the Companies Act, 1956 and a banking company within the meaning of the Banking Regulation Act, 1949 and having its Registered Office at ICICI Bank Tower, Near Chakli Circle, Old P dra Road Vadodara 390 007 and corporate office at ICICI Bank Towers, -Bandra KurlaComplex;B<mdra·'\East), Mumbai-400 051, and amongst others;--a branch I office-at-at ICICI Bank, NBCC Place, Pragati Vihar, Bhisma Pitamah Marg, New Delhi - 110003 (the "Bank", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the OTHER PART. . WHEREAS: (1) By a Facility Agreement dated the 161 h day of August Two Thousand and Eighteen as amended from time to time (the "Agreement"') entered into between the Borrower and the Bank, the Bank has, at I the request of the Borrower, agreed to provide I provided to the Borrower working capital facilities (the . "WCFacilities") specified in the Agreement upto sums in the aggregate not exceeding Rs 1100.0 million (the "Overall Limits") at any point of time. (2) The Borrower has now requested the Bank to : (i) renew I extend the Validity Period I period ofdrawal of the WC Facilities for a further period of 12 months i.e. upto 061 h May, 2020. (ii) modify the Limits/ modify or permit interchangeability between the various WC Facilities I (iii) provide additional fund based working capital product in the form of iinvoice discounting of Rs 200.0 million within the Overall Limit as specified in the Renewal_ Credit Arrangement Letter •j No.108917829855 dated 281 May, 2019 ("Renewal CAL"). h 0103201S.V4-

 

(3) To give effect to the above, the parties hereto have agreed to execute these presents. - NOW THIS SUPPLEMENTAL AND AMENDATORY AGREEMEi\lT WITNESSETH AND IT IS HEREBY AGREED BV AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. All capitalized terms used but not defined herein shall have the respective meanings assigned to them under the Agreement. 2. The amount of Rs 1100.0 million appearing in Credit Arrangement Letter (CAL) No. CAL1388260428831dated August 14, 2018 stands changed as follows: "Rs 1100.0 million"and shall be governed by the terms and conditions as stated herein, the Renewal CAL and the'Ag'reement. 3. Amendments to the Agreem ?nt: (i) Clause 2.6 of the Agreement stands modified and replaced with the following clause: "The Borrower confirms having received a copy of the General Conditions and read and understood the General Conditions referred to above and agrees to comply with the terms set out in this Facility Agreement, the CAL, the Schedule hereof, the General Conditions and the other Transaction Documents. Provided however that in so far as Article X of the General Conditions, the Borrower will be required to comply with only Parts B and C of such Article." i (ii) Credit Arrangementletter as sp cified in the Sched'ule to theAgreement stands modified as under: ' "The CAL no. 108917829855 dated 28th May, 2019 as amended/modified/renewed from time to time, most recently renewed vide Renewal CAL, as further amended/renew,ed from time to time." I • I 4. The Borrower hereby confirms that the invoice. bill discounting facility of Rs. 200 million shall also be secured and be backed by the contractual comforts as specified under the Agreement. 5. The provisions of this Supplemental and Amendatory Agreement shall become effective from the date hereof. ·\ ! 6. This Supplemental and Amendatory Agreement shalf be read in conjunction with the Agreement and be enforced as if the provisions of this Supplemental and Amendatory Agreement were incorporated therein by way of addition. To the extent of any inconsistency between the terms of this Supplemental and Amendatory Agreement and the Agreement,-the provisions of this Supplemental and Amendatory Agreement shall prevail. ::-. . /( \' ,,, ,,· " :7, l<t> · · >,;::;:D> 0.1.03.2Dj.S.V4 · :.'vv-V. --/ t"""\

 

7. Save for changes specified hereinabove, all the other terms and conditions of ·the Agreement shall remain· unchanged and in full force and effect. '· IN WITNESS WHEREOF the Borrower and the Bank have caused this Supplemental and Amendatory Agreement to be executed on the day, month and year appearing. first hereinabove written as hereinaftei' For the Bank : SIGNED AND DELIVERED by the withinnamed Bank, ICICI BANKLIMITED,by the hand of Mr. / Ms. _, its authorized official for the Borrower : The Common Seal of the within named Borrower, Air Travel Bureau Private Limited, has, pursuant to the resolution of its Board of Directors, passed in that behalf on the 23rd day of July, 2018, hereunto been affixed in the presence of Mr. Naren Nautiyal 3

 



Exhibit 4.30

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

 

GLOBAL AGREEMENT

 

THIS AGREEMENT is effective as of 1 July 2017 and made between:

 

(1)          AMADEUS IT GROUP, S.A., a Spanish company having its principal place of business at Salvador de Madariaga 1, 28027 Madrid, Spain (“ Amadeus ”); and

 

(2)          Yatra Online Private Limited, an Indian company having its registered office at B2, 202, Second Floor, Marathon Innova, Marathon Nextgen Complex, Opp. Peninsula Corporate Park, Off. Ganpatrao Kadam Marg, Lower Parel West, Mumbai — 400013, Maharashtra India (“ Customer ”).

 

(each a “ Party ” and collectively the “ Parties ”)

 

RECITALS

 

WHEREAS , the Amadeus Group has developed and is operating a fully automated reservations and distribution system (the “ Amadeus System ”), with the ability to perform comprehensive information, communications, reservations, ticketing and related functions on a world-wide basis;

 

WHEREAS , Amadeus has the ability to support travel agency customers through each Amadeus ACO to meet the customers’ product, service and support needs;

 

WHEREAS , Customer Offices desire to utilize the Amadeus System in the Territory;

 

IT IS AGREED :

 

1.               DEFINITIONS

 

In this Agreement:

 

1.1                                Additional Products ” means any Amadeus or third party products, Software, Amadeus Equipment or services ordered by Customer Offices from Amadeus after execution of this Agreement.

 

1.2                                Amadeus Group ” means the group of legal entities founded to organize, develop, operate and distribute the Amadeus System and other Amadeus products and services.

 

1.3                                Amadeus ACO ” means each Amadeus commercial organization that is a member of the Amadeus Group distributing the Amadeus System and/or related products and services within the Territory.

 

1.4                                Amadeus System ” or “ System ” means the global distribution system (GDS) being developed, operated and distributed by the Amadeus Group.

 

1.5                                Amadeus System Data ” means data and information made available to Customer Offices through the Amadeus System.

 

1.6                                Booking ” means an individual air (“ Air Booking ”), car or hotel (“ Non-Air Booking ”) reservation entry, or entries in the itinerary portion of a PNR booked and processed in the Amadeus System which has not been cancelled, unconfirmed or unfulfilled and, in the case of an Air Booking, has had a ticket or similar document issued (“ Ticketed Booking ”). The Parties will assume that the number of Ticketed Bookings correspond to the number of Air Bookings unless demonstrated otherwise in Amadeus’ automated record.

 

1.7                                Control ” means, with respect to an entity, the possession, directly or indirectly, of the power or right to direct or cause the direction of the management or policies of entity, whether through the ownership of share capital and/or voting securities, by contract or otherwise, it being understood that beneficial ownership of over fifty per cent or more of the voting securities of another person shall in all circumstances constitute control of such other person and “Controlled” and “Controlling” shall be construed accordingly.

 

1


 

1.8                                Customer Equipment ” means equipment, hardware, software and any other material that is not provided by Amadeus or the applicable Amadeus ACO .

 

1.9                                Customer Offices ” means Customer and any entity identified on Exhibit 2.

 

1.10                         Data Breach ” means a breach of the obligations under Section 10.5.2 by any entity in the Amadeus Group which results in a Data Event.

 

1.11                         Data Event ” means the destruction, loss, unauthorized access or alteration of Customer data in the Amadeus System.

 

1.12                         Effective Date ” means 1 July 2017.

 

1.13                         Eligible Booking ” means a Booking which is not a Non-Eligible Booking on which Amadeus may apply an incentive scheme and which is described on Exhibit 6 of this Agreement.  For clarification, for purposes of any incentive schemes hereunder, Eligible Bookings count for a particular Customer Office only where the Customer Office is the last owner of the Booking.

 

1.14                         Equipment ” means hardware provided by an Amadeus ACO.

 

1.15                         “External Ghost Bookings” means Ghost Bookings created on Providers not available in the Amadeus System.

 

1.16                         “Ghost Bookings” means a Booking that is created in the Amadeus System for information purposes, stored in the PNR but it is never sent to the Provider. Ghost Bookings can be used for pricing only, not for ticketing.

 

1.17                         “Interest” means an interest rate of seven and a half percent ( 7.5% ), and compounded annually from the Effective Date.

 

1.18                         “Irregular Ghost Booking” means a Ghost Booking created on a Provider that is available in the Amadeus System.

 

1.19                         Non-Eligible Booking ” means a Booking on which Amadeus does not apply an incentive scheme and which is described on Exhibit 6 of this Agreement.

 

1.20                         Normal Business Hours ” means the normal business hours of the applicable Amadeus ACO and/or its Equipment maintenance provider, as applicable.

 

1.21                         Office ID ” means each unique Amadeus office identification code set-out in Exhibit 2 and any other such codes as may be notified to Amadeus using the form attached as Exhibit 7 ( Changes to Office IDs ).

 

1.22                         Personal Data ” means customer personal data with the meaning given to it in the directive 95/46 EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data that is stored in the Amadeus System.

 

1.23                         PNR ” means passenger name record.

 

1.24                         Provider ” means a provider of travel related services that makes its data available through the Amadeus System.

 

1.25                         Software ” means software and documentation provided by Amadeus or an Amadeus ACO or their third party providers.

 

1.26                         Subscriber Agreement ” means an agreement between an Amadeus ACO and a Customer Office covering the provision of the Amadeus System, Software, Equipment and/or other related products and services.

 

1.27                         Taxes ” means all applicable VAT and other tax or fee imposed by any governmental authority arising out of or relating to the products and services provided hereunder.

 

2


 

1.28                         Territory ” means the markets identified in Exhibit 2 and any other market as may be mutually agreed by the Parties in an amendment hereto.

 

1.29                         Transaction ” or “ Central System Transaction ” means a request to process data that is transmitted to the Amadeus System.  Multiple data elements transmitted to the Amadeus System in a string will be counted as one Transaction.  Data elements transmitted via wizards, macros, robotics and similar means may result in multiple Transactions that are not apparent to the user.  A “Central System Transaction” means a Transaction on the Amadeus System not including low fare search transactions (e.g., Master Pricer).

 

1.30                         Unproductive Booking ” means a booking that has been cancelled, unconfirmed or unfulfilled in the Amadeus System.

 

1.31                         User ” means an individual that accesses the Amadeus System through a Website.

 

1.32                         Usage Policy ” means the Amadeus security measures available at the Amadeus communication channels.

 

1.33                         Website ” means any internet web-site or mobile application owned and operated by a Customer Office that is made available to Users.

 

1.34                         Year ” means each successive twelve-month period from the Effective Date.

 

2.               SCOPE/CONTRACTING WITH CUSTOMER OFFICES

 

2.1                                Scope Generally .

 

2.1.1                      Access to the Amadeus System . The applicable Amadeus ACO will provide access to the Amadeus System to Customer Offices.  For the rendering of such services, Amadeus and/or the Amadeus ACOs may provide Customer Offices with the Equipment, Software and other products and services identified on the attached Exhibits (or which may otherwise be made available from time to time at prevailing charges), which will be subject to the standard terms and conditions on Exhibit 5.

 

2.1.2                      Use and distribution of the Amadeus System .  Customer Offices will use the Amadeus System within the Territory according and subject to the terms and conditions herein in exchange for the Incentive payments identified on and subject to Exhibit 3.

 

2.2                                Customer Offices .   This Agreement applies only to the Customer Offices in the Territory subject to the following:

 

2.2.1                      Non-Amadeus System User . In the event a Customer Office acquires new business in the Territory that is not then an Amadeus System user, then such acquired entity may, upon advance notice from Customer, immediately come under the terms and conditions of this Agreement.

 

2.2.2                      Amadeus System User .  In the event a Customer Office acquires business that is already utilizing the Amadeus System and Customer desires such business to fall under this Agreement then such business will come under this Agreement on a case by case basis as mutually agreed by the Parties.

 

2.2.3                      Change of Control . In the event any entity acquires or merges with any Customer Office operations and is already utilizing the Amadeus System, then such business will come under this Agreement on a case-by-case basis as mutually

 

3


 

agreed by the Parties.  Either Party may terminate this Agreement in the event the terminating Party’s direct competitor acquires Control of the other Party or, in the case of Amadeus, where an entity already under an Amadeus System user agreement acquires Control of the Customer.  The Parties will use their good faith efforts to address any concerns arising out of the change of Control event with the goal of avoiding termination of this Agreement. For clarification, Section 3.3 will apply in the event of any termination under this paragraph.

 

2.3                                Contracting with Customer Offices .

 

2.3.1                      Customer Offices .  Customer Offices will not need to sign a Subscriber Agreement with the local Amadeus ACO so long as (i) such Amadeus ACO is Controlled by Amadeus and (ii) the Customer Office and the Amadeus ACO in the applicable market execute the form attached hereto as Exhibit 1 (the “ Acknowledgment ”).  The executed Acknowledgment and its attachments will constitute an agreement between the Amadeus ACO and the Customer Office to the applicable terms and conditions of this Agreement, including the terms and conditions stated on Exhibit 5 ( Standard Terms and Conditions ), except to the extent the terms and conditions are expressly intended to apply solely to the Parties. The Customer Office and the applicable Amadeus ACO have the option of executing a Subscriber Agreement instead of the Acknowledgment if the Customer Office and/or the local Amadeus ACO prefer for tax, accounting or other reasonable basis.  In no event, however, will any Subscriber Agreement grant rights or impose obligations on a party thereto that are broader or more restrictive than the terms and conditions herein.

 

The Customer Office and Amadeus ACO will agree to local terms and conditions necessary to cover any situations unique to that particular market (e.g., ordering additional Equipment, Software, other products and services, local legal requirements, and third party vendor requirements) with said terms and conditions being documented as an amendment to the applicable Acknowledgment or a separate document.  Amadeus ACOs will have the right to terminate the arrangement entered into pursuant to the Acknowledgment or separate document in the event the applicable Customer Office ceases to qualify as a Customer Office hereunder.

 

2.3.2                      Uncontrolled Amadeus ACOs . In situations involving an Amadeus ACO which is not Controlled by Amadeus, the applicable entities will need to enter into a Subscriber Agreement provided by such uncontrolled Amadeus ACO or amend their existing Subscriber Agreement, as necessary to reflect any applicable terms and conditions herein.  The Parties will use their good faith efforts to help ensure that the terms and conditions of this Agreement that are intended to be applicable to Customer Offices should not be rendered ineffective by any terms and conditions of such Subscriber Agreements.

 

3.               TERM/TERMINATION

 

3.1                                Term . This Agreement shall be in effect for a term of six (6) years beginning with the Effective Date and ending on June 30, 2023 (the “ Term ”).

 

3.2                                Right to Terminate .   A Party shall be entitled to terminate this Agreement immediately upon written notice in the event that:

 

4


 

(i)                                      the other Party becomes insolvent, makes any assignment for the benefit of creditors, offers a composition or extension to creditors, suspends payment, consents to or suffers the appointment of a receiver, a trustee, a committee of creditors or a liquidating agent files or has filed against it a petition in bankruptcy or seeking reorganisation, arrangement or readjustment of its debts or its dissolution or liquidation or for any other relief under any bankruptcy or insolvency law and upon demand of the first Party, unless a guarantee is raised to the benefit and satisfaction of the first Party; or

 

(ii)                                   the other Party does not comply with the terms and conditions of this Agreement or the Acknowledgment, as applicable, and such non-compliance constitutes a material breach of contract and the other Party does not rectify the breach within 30 days from the first Party’s written notice specifying the breach.  Any such notice shall describe in detail the facts and circumstances supporting the allegation of breach; or

 

(iii)                                as otherwise expressly provided in this Agreement or applicable law.

 

Entities to an Acknowledgment will not terminate the Acknowledgment without the express written consent of their related Party.

 

3.3                                Effect of Termination .   In the event of termination of this Agreement for any reason, the following will apply:

 

(i)              Return Of Property .  The Parties will return to the affected Party all (i) Confidential Information belonging to the other Party, and (ii) any Software, Equipment and any other related documentation and materials that belong to the other Party.

 

(ii)           Payment/Repayment of Incentive .  Except as may otherwise be identified on an Exhibit or supplement hereto, Amadeus will pay to Customer all Incentives earned up until the date of termination, and Customer will repay to Amadeus any bonuses, funds or any other Incentives of any type that were advanced to Customer in exchange for future Booking production after the date of termination.

 

(iii)        Liquidated Damages .  In addition to any payments pursuant to 3.3(ii) above, Customer shall also pay to Amadeus an amount of [***] US dollars ( $[***] USD ) (“Liquidated Damages”), plus Interest, provided that such Liquidated Damages will not be required to be paid in the event of termination pursuant to either Section 2.2.3, 10.2, 10.3 or Section 2.1 of Exhibit 3 hereunder. The Liquidated Damages shall be reduced up to the maximum percentages in accordance with Table 3.3 below provided that the LD Targets (as listed in Table 3.3 below) have been achieved. In case an annual LD Target is not achieved, then the applicable percentage shall be proportionally reduced for such Year.

 

5


 

Table 3.3

 

Year of
termination

 

LD Targets
(Eligible Bookings)

 

Percentage reduction
of Liquidated Damages

 

Year 1

 

[***]

 

[***]

 

Year 2

 

[***]

 

[***]

 

Year 3

 

[***]

 

[***]

 

Year 4

 

[***]

 

[***]

 

Year 5

 

[***]

 

[***]

 

1 July 2022 to 31 Dec 2022

 

[***]

 

[***]

 

 

Examples:

 

(1)          If Customer has achieved the LD Targets for Years 1 and 2, and the Agreement is terminated during Year 3 when Customer has achieved only [***]% of the Year 3 LD Target, then the Liquidated Damages shall be reduced by [***]% (i.e., [***]% for Year 1, [***]% for Year 2 and [***]% for Year 3) and Customer shall pay $[***] USD.

 

(2)          If Customer has achieved all the LD Targets, and the Agreement is terminated during the second half of Year 6 (i.e., after 31 December 2022), then no Liquidated Damages shall be payable.

 

(iv)       The Parties agree that the amounts stated herein are genuine estimates of the real loss Amadeus will suffer and costs Amadeus will incur as a result of the early termination of the Agreement.

 

4.               ECONOMIC CONDITIONS / PRODUCTS AND SERVICES

 

4.1                                Payments by Amadeus/Amadeus ACOs .

 

4.1.1                      Incentives . In exchange for the Customer Offices’ use and distribution of the Amadeus System as described herein, Amadeus will pay the Customer the Incentives identified on Exhibit 3.

 

4.1.2                      Allocation by Customer . Customer shall be solely responsible for the payment of Incentives to the other Customer Offices in such manner and amounts as those parties see fit, acting in their sole and absolute discretion.  Amadeus is not obliged to monitor or verify the payment of any Incentives between the Customer Offices. Customer shall be responsible for complying in all respects with all applicable laws and regulations (including exchange controls) to which it may be subject in relation to the payment of Incentives and their allocation as between the Customer Offices.

 

4.1.3                      Invoicing . Invoicing and payment terms are specified in Exhibit 3.  If not specified, then payment terms will be according to Amadeus’ or the applicable Amadeus ACO’s current practice as of the Effective Date.  For clarification, Customer Offices will not be paid any Incentives for Bookings unless otherwise agreed in writing by the Parties.

 

4.1.4                      Indemnity . Customer will indemnify Amadeus or the applicable Amadeus ACO against all costs, losses, damages, expenses or claims arising out of or in connection with: (i) a payment by Amadeus or an Amadeus ACO to a Customer Office which amounts to an additional payment for the same Booking compensated under this

 

6


 

Agreement; (ii) a payment by Amadeus to Customer for a Booking under this Agreement that is an additional payment for the same booking compensated under a separate agreement with a third party; (iii) the fraudulent transfer of Bookings from an Office ID of Customer to the Office ID of a third party for the purpose of obtaining economic advantages; or (iv) Customer having Bookings fulfilled in a market paying higher Incentives than the market in which the Booking was booked and would, in the normal course of Customer Office operations, have been fulfilled in the same market as such Booking was booked. Amadeus and/or the Amadeus ACO, as applicable, may set off any amounts owed to Customer Offices by amounts owed by Customer Offices to Amadeus or the Amadeus ACO, as applicable.

 

4.2                                Products and Services / Charges .

 

4.2.1                      Generally . Amadeus or the applicable Amadeus ACO will provide Customer Offices with the Equipment, Software and other products and services identified on the attached Exhibits and other products and services that may be made available from time to time by Amadeus or the Amadeus ACO. All products and services are subject to the standard terms and conditions indicated on Exhibit 5 ( Standard Terms and Conditions ) hereto and as may otherwise be agreed between Amadeus or the applicable Amadeus ACO and Customer Office.

 

4.2.2                      Charges . Charges for products and services are stated in the attached Exhibits or, if not stated, will be at prevailing rates.  Charges are exclusive of Taxes which will be added if applicable. Without prejudice to the above, Amadeus and/or the applicable Amadeus ACO reserve the right to apply at any time charges or fees for products and/or specific functionalities that are offered at no specified cost by Amadeus and/or the applicable Amadeus ACO to Customer Offices as of the Effective Date.  Charges begin as per local Amadeus ACO practice or as otherwise agreed between the applicable parties. Payment obligations under prior agreements will continue notwithstanding this Agreement until such prior obligations are satisfied.

 

4.2.3                      Increase in Charges .  Charges may be increased (i) upon [***] days advance written notice only once a year with a maximum of [***]%, except that charges may be increased (ii) [***] In the event of any increase in charges by more than [***]%, and after good faith negotiation to avoid termination, the affected Customer Office(s) can terminate the applicable product or service, or if applicable this Agreement, upon [***] days’ notice to Amadeus or the applicable Amadeus ACO.  Affected Content situations or other charges as may relate to Provider content are neither subject to the [***]% cap above nor any notice or termination terms and conditions of this Section 4.2.

 

4.2.4                      Payment Terms .   Unless otherwise agreed in writing between the Parties or the parties to an Acknowledgment, as applicable, payment of charges are due within thirty (30) days of invoice.  Amadeus and Amadeus ACOs reserve the right to charge interest on late payments equal to two percentage points above the three (3) month Euribor rate effective on the payment due.  Such interest shall be charged from and including the first value date until the date of payment of the amount due on a 360 day basis.  Other payment terms may apply as provided on the attached

 

7


 

Exhibits and, if not described herein, according to local Amadeus ACO practice as of the Effective Date.

 

4.2.5                      Suspension of Services . Amadeus and/or the applicable Amadeus ACO may, without notice or liability to any Customer Office, suspend or limit access to the Amadeus System by Customer Offices and/or any products or services provided hereunder or pursuant to any local agreements if Customer Office(s) do not pay any invoice within thirty (30) days after the invoice date. During such suspension, Customer Offices will remain liable for all recurring charges and for any reconnection charges. Further, Amadeus and/or Amadeus ACOs may, without notice or liability to Customer, inhibit ticketing if any Provider, ATA/ IATA or any other similar industry authority so requests.

 

4.3                                Taxes .   The Parties agree to comply with any and all applicable Tax laws and regulations. Charges for products and services and payment of the Booking Incentives, Advance and any Liquidated Damages are exclusive of Taxes. For the transactions contemplated hereunder, Amadeus shall be liable for any Taxes which must be paid to Spanish tax authorities and Customer shall be liable for any Taxes which must be paid to Indian tax authorities. Should Customer be required under applicable law to withhold or deduct any portion of the payments due to Amadeus as Liquidated Damages or repayment of any portion of Advance, then the sum payable to Amadeus will be increased by the amount necessary to yield to Amadeus an amount equal to the sum it would have received had no withholdings or deductions been made. Payment to Amadeus for products and services (such as those described in Exhibit 4 hereof) shall be subject to statutory withholding, and the Customer shall provide Amadeus with formal withholding certificates for all amounts withheld. The Parties will cooperate in good faith to obtain refunds of any taxes paid to the authorities that should not have been charged and/or paid. The Parties’ agreement to this clause is based on tax laws and regulations effective as of the Effective Date.

 

Should there be a material change in tax laws or regulations which affect the transactions hereunder, the Parties shall discuss in good faith possible changes to their respective tax obligations pursuant this clause.

 

5.               WARRANTIES / DISCLAIMER OF WARRANTIES

 

5.1                                Corporate Authority .   Each Party and each party to an Acknowledgment warrant that they have the corporate authority to enter into and perform the obligations described in this Agreement.

 

5.2                                Data Transfer .   Customer Offices represent and warrant that they have all necessary consents and approvals from their respective clients and customers, as applicable, to allow Amadeus and the Amadeus ACOs to process all data relevant to the transactions contemplated by this Agreement including all credit card data and Personal Data.

 

5.3                                Warranty Disclaimer .   EXCEPT SOLELY FOR ANY WARRANTIES EXPRESSLY IDENTIFIED HEREIN, THE PARTIES AND EACH PARTY TO AN ACKNOWLEDGMENT HEREBY WAIVES ALL WARRANTIES EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OF ANY EQUIPMENT, SOFTWARE, THE SYSTEM, DATA OR OTHER PRODUCTS OR SERVICES FURNISHED HEREUNDER. IN PARTICULAR, BUT NOT BY WAY OF LIMITATION, AMADEUS AND EACH AMADEUS ACO DISCLAIMS ANY WARRANTY THAT IT WILL PROVIDE IN THE AMADEUS SYSTEM DATA FROM

 

8


 

ANY PARTICULAR PROVIDER OR THAT THE AMADEUS SYSTEM OR ANY SOFTWARE, EQUIPMENT OR DATA IS PROVIDED ERROR FREE OR THAT ANY OF THEM WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION.

 

6.               OWNERSHIP AND CONFIDENTIALITY

 

6.1                                Ownership . Any and all intellectual property rights and other proprietary rights to the Amadeus System and the Software, Equipment, documentation and know-how related thereto constitutes Amadeus’ or its licensors proprietary property.  Amadeus or its licensors retain all right, title and interest in such property including any and all development performed by the Amadeus Group or its affiliated entities.

 

6.2                                Access to the System .   Customer Offices shall limit use of and access to the Amadeus System to Customer Office employees and agents as are required to comply with Customer Office obligations hereunder, and Customer Offices shall take all reasonable actions as may be necessary to preserve the confidentiality of the Amadeus System including all data contained therein and to prevent the transfer or disclosure thereof to other persons.

 

6.3                                Confidentiality Generally .   The content and terms of this Agreement are confidential and shall not be disclosed by any party hereto, or affiliate thereof, to any other entity except with the prior written consent of the applicable party.  “Confidential Information” includes, but is not limited to, any software, documentation, financial information, business plans, source code, and/or any other confidential and proprietary material, information or knowledge of a party which is in written form and marked “Confidential” or similar marking as well as copies hereof which a Party or a party to an Acknowledgment (“Receiving Party”) receives from the other Party or other party to an Acknowledgment (“Disclosing Party”) as a consequence of this Agreement or the Acknowledgment.  The Receiving Party shall use its commercially reasonable efforts, and no less effort than used by the Receiving Party to protect its own Confidential Information, to not disclose, copy or in any other way duplicate the Confidential Information of the Disclosing Party in whole or in part without the prior written consent of the Disclosing Party.  “Confidential Information” does not include information that is (a) already in the public domain, (b) disclosed by any other third party not under an obligation of confidentiality, and (c) independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information. Upon termination of this Agreement, each Receiving Party shall without delay return all the Confidential Information to the Disclosing Party.  Notwithstanding anything to the contrary stated herein, Amadeus will be permitted to use information contained in PNRs generated by Customer Offices as required by applicable law, regulation or rule by governing authorities or as required to provide the services under this Agreement or any other agreement with Customer Offices.

 

Further, and in further exchange of the benefits conferred to Customer Offices herein, Customer agrees and consents to the identification of all Customer Offices in any Amadeus products, services and solutions including marketing, booking and sales data that Amadeus or any other company of the Amadeus Group decides to make available in the normal course of their business.  Further, Amadeus may use Amadeus System Data for the provision of itinerary and other information, and/or offer additional services directly to travellers via checkmytrip.com, TripConcierge or any similar site or application.

 

The obligations of the Parties under this Section 6.3 will apply during the Term of this Agreement and shall survive its termination for a time of five (5) years.

 

9


 

7.               PROVIDER DATA / BOOKING DATA / UNFULLFILLED RESERVATIONS

 

7.1 .                             Provider Data . Customer Offices acknowledge and agree that it is the Provider’s responsibility, and not Amadeus’ or the Amadeus ACOs’, to ensure that the information supplied and stored in the Amadeus System is accurate and properly updated. Therefore, neither Amadeus nor the Amadeus ACO will be liable for the content, accuracy, use or continued availability of any data or information contained in the Amadeus System.

 

7.2                                Booking Data .   Data created by a Customer Office in relation to a Booking (“ Booking Data ”) is the Customer Office’s sole responsibility.  Customer Offices shall ensure that Booking Data complies with applicable law.  Amadeus reserves the right to require Customer Offices to take corrective action to correct any incorrect, misleading or defamatory Booking Data.  Amadeus may suspend access to such Booking Data if such corrective action is needed and not taken.

 

7.3                                Unfulfilled Reservations .   Neither Amadeus nor the Amadeus ACOs will be responsible for any reservations booked through the Amadeus System that are not honoured by the applicable Provider.

 

8.               LIMITATION OF LIABILITY

 

8.1                                IN NO EVENT WILL A PARTY OR ANY PARTY TO AN ACKNOWLEDGMENT BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECULATIVE SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM ANY ACTIVITIES OR OTHERWISE UNDER THIS AGREEMENT OR AN ACKNOWLEDGEMENT.  IN NO EVENT IS EITHER PARTY OR PARTY TO AN ACKNOWLEDGEMENT LIABLE FOR LOST PROFITS.

 

8.2                                EXCEPT FOR (A) SUMS ACCRUED AND UNPAID UNDER THIS AGREEMENT OR AN ACKNOWLEDGMENT OR SUPPLEMENTS THERETO, (B) SUMS EXPRESSLY IDENTIFIED AS BEING REPAYABLE UNDER THIS AGREEMENT OR AN ACKNOWLEDGMENT OR RELATED SUPPLEMENT, (C) DIRECT DAMAGES ARISING FROM BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 ABOVE, (D) DIRECT DAMAGES FOR FAILURE TO RETURN ANY EQUIPMENT OR SOFTWARE AFTER TERMINATION OF THIS AGREEMENT, (E) EXPRESS INDEMNITY OBLIGATIONS UNDERTAKEN HEREUNDER, AND (F) DIRECT DAMAGES ARISING OUT OF A PARTY’S OR A PARTY TO AN ACKNOWLEDGMENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY AS BETWEEN EACH OTHER, AND NEITHER PARTY TO AN ACKNOWLEDGMENT AS BETWEEN THEM, WILL BE LIABLE TO THE OTHER FOR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR DATA BREACHES, IN EXCESS OF FEES OR SUMS DIRECTLY RECEIVED BY THE OTHER APPLICABLE PARTY IN THE THREE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY LESS SUMS PAID FOR PRIOR LIABILITY EVENTS BY SUCH PARTY.

 

A claim by a Party may relate to both: (a) a Data Event; and (b) Confidential Information (Section 6.3), (a “ Dual Faceted Claim ”). The Parties do not intend that a Party making a Dual Faceted Claim can avoid limits or exclusions otherwise applicable to such claim under Section 8 by framing the claim as a breach of Section 6.3 to the extent that it relates to a Data Event. Accordingly, to the extent that the Dual Faceted Claim relates to a breach of Section 6.3 it shall be subject to the limits and exclusions set out in Section 8.2 for Data Breaches.

 

10


 

9.               DISPUTE RESOLUTION

 

9.1                                Generally — Claims Involving Owned Affiliates .   All questions of liability as between the Parties and each of their wholly owned or Controlled affiliates will be dealt with by the Parties.  The Parties shall ensure that such wholly owned or Controlled entities assign any and all claims and liabilities that they may have against one another, whether such claims arise out of warranty, contract, tort or otherwise, except solely as provided below, to the respective Party.  If any such wholly owned or Controlled party brings any claim against the other Party (or its affiliated entities) except as provided below, then the Party against whom such claim is brought will be entitled to immediate dismissal of such claim and reimbursement of any and all attorneys’ fees necessary to obtain such dismissal.

 

9.2                                Local Disputes .   Notwithstanding the provisions of Section 9.1 above, the following local disputes arising between the wholly owned or Controlled affiliates described in Section 9.1 will be dealt with by such parties under local law and not by the Parties.

 

(i)                     collection of unpaid invoices or refunds;

 

(ii)                  claims for personal injury or damage to personal property;

 

(iii)               claims for return, or the replacement value, of any Equipment or Software;

 

(iv)              breach of Section 6.3 affecting a party to an Acknowledgment;

 

(v)                 claims seeking to enforce any local third party rights or obligations, as applicable; and

 

(vi)              claims for equitable relief.

 

Any such dispute will be subject to all terms and conditions of this Agreement including, but not limited to, all limitations of liability and remedies stated herein, but will not be subject to Sections 9.4 or 10.9 (local law, excluding conflict of laws jurisprudence, in the jurisdiction where the Amadeus ACO is located will apply) and the nature of any claim and its proceedings will be entirely at the discretion of the entity bringing an action.

 

9.3                                Claims Involving Uncontrolled Amadeus ACOs .   Claims involving an Amadeus ACO not Controlled by Amadeus, will be dealt with (i) solely between the entities that are parties to the applicable Subscriber Agreement, and (ii) pursuant to the Subscriber Agreement and applicable local law.

 

9.4                                A rbitration .   As between the Parties, any question concerning the existence, validity, or termination of this Agreement, and any other dispute arising out of or relating to this Agreement, that cannot be resolved by agreement between the Parties shall be finally settled by arbitration according to the ICC Rules and the following:

 

9.4.1                      The number of arbitrators shall be three.  Each Party shall nominate one arbitrator for confirmation by the ICC.  If a Party fails to nominate an arbitrator within the time period specified by the ICC Rules, the ICC Court of Arbitration shall appoint an arbitrator for that Party.  The arbitrators nominated by (or on behalf of) the Parties shall, within 21 days after their confirmation by the ICC Court of Arbitration, agree on a third arbitrator who shall act as the chairman failing which the third arbitrator shall be appointed by the President of the ICC Court of Arbitration (or his designee) within 21 days of a request by a Party.

 

9.4.2                      The language of the arbitration shall be English.

 

11


 

9.4.3                      The decision of the arbitrators shall be final, conclusive and binding on the Parties. Any court or authority of competent jurisdiction may enforce any award rendered by the arbitrators.

 

9.4.4                      The place of the arbitration shall be Singapore.

 

9.4.5                      Any monetary award shall be denominated in US Dollars.

 

9.4.6                      The arbitrators shall be strictly bound to follow the terms and conditions of this Agreement including, but not limited to, all warranty disclaimers and limitations of liability provided herein.

 

10.        MISCELLANEOUS

 

10.1                         Assignment .  Unless otherwise provided herein, neither Party nor any party to an Acknowledgment shall assign or otherwise transfer any of its rights or obligations hereunder to any third party without prior written consent of the other Party or party to an Acknowledgment, as applicable. Such consent shall not be unreasonably withheld or delayed.

 

10.2                         Force Majeure . Neither Party shall have any liability for any delay or failure to perform its obligations (except payment obligations) hereunder to the extent such delay or failure is the result of any act or event that is beyond such Party’s reasonable control (“ Force Majeure Event ”). Force Majeure Events include, but are not limited to, acts of god, war, lightning, fire, storm, flood, earthquake, terrorist act, blockade, revolution, riot, insurrection, civil commotion, public demonstration, strikes or industrial disturbances, sabotage and act of vandalism, criminal (including, but not limited to, crime that involves a computer, a network, or the internet, including computer-related extortion, fraud and forgery, and unauthorized access to or interference with data, identity theft, software and media piracy, web-site vandalism, release of viruses and worms, (distributed) denial of service attacks, invasion of privacy, cyber-spying and illegal hacking) or terrorists acts by third parties, interruption or degradation of any third party communications system or the internet, or any action of a governmental entity and similar events. If a Party experiences a Force Majeure Event, it shall promptly provide written notice thereof to the other Party and shall use all reasonable efforts to remove, avoid or mitigate the consequences of such Force Majeure Event.

 

10.3                         Change in Law . If there is a change in any statute, rule, regulation or order which has or will have a direct or indirect material adverse effect upon the benefits of this Agreement to either Party, then the affected Party will notify the other Party to propose any changes to this Agreement which both Parties agree are appropriate, including, but not limited to, early termination of this Agreement by giving ninety (90) days advance notice of termination.  For clarification, Section 3.3 will apply in the event of any termination under this paragraph.

 

10.4                         Severability .   If any one or more of the provisions of this Agreement shall be invalid, illegal, unenforceable in any respect, it shall be ineffective only to the extent of such invalidity, illegality or unenforceability and shall not in any way affect or impair the validity, legality and enforceability of the balance of such provision or any other provision of this Agreement. Each Party or party to an Acknowledgment, as applicable, shall endeavour in good faith negotiations to replace the invalid, illegal or unenforceable provision(s) or such portion thereof with such valid, legal and enforceable provision(s) the economic effect of which is as close as possible to that of the invalid, illegal or unenforceable provision(s).

 

12


 

10.5                         Data Protection Laws / Security .

 

10.5.1               Compliance with Laws and Regulations .

 

10.5.1.1                 By Amadeus . The applicable Amadeus Group entity will (i) comply with the data security laws applicable to such entity in the markets where it is providing services to Customer Offices hereunder, and (ii) comply with all GDS-sector specific data privacy laws applicable to it in such markets.

 

10.5.1.2                 By Customer Offices .

 

a.               Generally . Customer Offices will comply with all data security laws applicable to them in the markets where they operate and which relate to the activities contemplated under this Agreement.

 

b.               Client Consents .  Customer Offices represent and warrant that they have obtained, and undertakes to maintain, any and all necessary consents or approvals from their respective customers and clients to enable Amadeus and Amadeus ACOs, as applicable, to process Personal Data and credit card data, as applicable, for the purpose of processing and otherwise handling the transactions contemplated under this Agreement.  Customer will indemnify Amadeus and each Amadeus ACO against all costs, losses, damages, expenses or claims arising out of or in connection with the failure by a Customer Office to obtain and maintain any such consents or approvals from its customers and clients.

 

c.                Partner Consents .  In the event any Amadeus Group entity is requested to provide Customer with booking data related to bookings by entities which are not Controlled by Customer (e.g., any permitted joint venture, consortia, sub-agent or franchise locations identified in this Agreement) (“ Partners ”), Customer represents and warrants on the date hereof and upon the inclusion of any Partner under this Agreement that it has obtained, and undertakes to maintain, any and all legally required consents or approvals from such Partners to enable Amadeus to provide such data to Customer and, at Amadeus’ request, shall cause such Partner(s) to provide written consent on a mutually agreed consent form.  Customer will indemnify Amadeus and each Amadeus ACO against all costs, losses, damages, expenses or claims arising out of or in connection with the failure by a Customer Office to obtain and maintain any such consents or approvals from its Partners.

 

10.5.2               Security . Amadeus shall maintain standard environmental, safety and facility procedures, data security and back-up procedures and other safeguards, in accordance with generally accepted industry standards, against a Data Event.

 

10.5.3               Customer Notification . Where required by law, each Customer Office shall provide the following notice to its customers (whose bookings are made through the Amadeus System): “ You agree that in order to render the services you are contracting, your personal data will be included in a data file whose data controller is the Spanish company Amadeus IT Group, S.A. You may exercise your rights of access and rectification by notice (preferably in English) to dataprotection@amadeus.com ”.

 

If a Customer Office is collecting special categories of data as defined in the EU directive 95/46/EC, such as personal data revealing racial or ethnic origin, health

 

13


 

or sex life, Customer Office shall obtain the individual’s explicit consent for the processing of such personal data. This consent shall be in writing in case of collection of data revealing political opinions, religious or philosophical beliefs.

 

Each Customer Office shall inform and keep Amadeus updated about the corporate implants under its responsibility.

 

10.6                         Captions .   The captions appearing in this Agreement have been inserted as a matter of convenience and in no way define, limit or enlarge the scope of this Agreement or any of the provisions thereto.

 

10.7                         Waiver .   The waiver or forbearance or failure of a Party or party to an Acknowledgment, to insist in any one or more instances upon the performance of any provision hereunder shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provision and the other party’s obligation in respect of such future performance shall continue in full force and effect.

 

10.8                         Notices .   All notices of breach or demand under this Agreement involving a Party shall be sent by (i) overnight mail via an internationally recognized courier, or (ii) registered mail return receipt requested, or (iii) confirmed telefax, and shall be deemed to have been given upon receipt at the following addresses:

 

Amadeus IT Group, S.A .

Yatra Online Private Limited

Salvador de Madariaga, 1

5th Floor, Tower-A, Unitech Cyber

28027 Madrid

Park, Sector 39, Gurgaon, Haryana

Spain

122002, India

 

 

Attn: VP, Global Customer Group

Attn: Dhruv Shringi / Alok Vaish

 

dhruv.shringi@yatra.com;

For claims and demands, a copy must be

alok.vaish@yatra.com

provided to:

 

 

 

Attn:       General Counsel

 

Fax:          +34 91 582 0129

 

 

For clarification, invoices, payments and general correspondence or operational notices, shall be sent to the applicable Party as indicated by such Party.

 

Notices involving a party to an Acknowledgment shall be sent as indicated on the Acknowledgment.  However, any legal claims assigned to the Parties as per Section 9.1 shall also be sent as provided above.

 

10.9                         Governing Law .   This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.  Each arrangement entered into pursuant to an Acknowledgment will be governed by the law of the country where the Amadeus ACO is located except solely for claims assigned to a Party as per Section 9.1 (which will be governed by English law).

 

10.10                  Booking and Transaction Count .   Amadeus relies upon automated records for Booking and Transaction data. In the event Customer disputes the Booking volume, Customer must prove and substantiate such claim with proper records (electronic or otherwise) of all Bookings made within [***] days from date of intimation of Booking volumes by Amadeus to Customer failing which Amadeus’ calculations will be final and binding.

 

10.11                  Entire Agreement .   This Agreement, and arrangements entered into pursuant to the Acknowledgment, respectively, constitute the final and entire agreement between the parties thereto relating to its subject matter and supersedes any and all prior or

 

14


 

contemporaneous letters, memoranda, representations, discussion, negotiations, understandings and agreements, whether written or oral, with respect to such subject matter, all of the same being merged herein. [***]

 

10.12                  Modifications . No modifications or amendments to this Agreement, or an Acknowledgment, shall be valid unless in writing signed by authorised representatives of the applicable parties.

 

10.13                  Counterparts . This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

10.14                  Third Party Beneficiary .   Unless expressly provided to the contrary in this Agreement a person who is not a party to this Agreement or an Acknowledgment has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

 

IN WITNESS THEREOF, the Parties have executed this Agreement as of the day and year first above written.

 

AMADEUS IT GROUP, S.A.

 

Yatra Online Private Limited

 

 

 

Name:

Decius Valmorbida

 

Name:

Alok Vaish

 

 

 

 

 

Title:

SVP Travel Channels

 

Title:

Chief Financial Officer

 

 

 

/s/ Decius Valmorbida

 

/s/ Alok Vaish

Signature

 

Signature

 

15




QuickLinks -- Click here to rapidly navigate through this document


Exhibit 12.1

Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dhruv Shringi, certify that:

1.
I have reviewed this Annual Report on Form 20-F of Yatra Online, Inc. (the "Company"); and

2.
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 5, 2019

  By:   /s/ DHRUV SHRINGI

      Name:   Dhruv Shringi

      Title:   Chief Executive Officer (Principal Executive Officer)



QuickLinks

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

QuickLinks -- Click here to rapidly navigate through this document


Exhibit 12.2

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Alok Vaish, certify that:

1.
I have reviewed this Annual Report on Form 20-F of Yatra Online, Inc. (the "Company"); and

2.
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 5, 2019

  By:   /s/ ALOK VAISH

      Name:   Alok Vaish

      Title:   Chief Financial Officer (Principal Financial and Accounting Officer)



QuickLinks

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002