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•_i HDFC

HOUSING DEVELOPMENT FINANCE CORPORATION LIMITEDwww.hdfc.com

Mis Orange Infracon Private limitedIndore

March' osv . 2017

Dear Sirs,

Ref: Construction Finance Loan Facility (Loan alc No. 6530237579)

With reference to your application and further to our recent discussionswe set out b e lo w the terms of the proposed Construction FinanceCorporate Housing Financial Facility. If this is acceptable please

'-- acknowledge and return a copy of this letter.

3 Purpose For refi nan ce and co ns tru.ctio n of you rresidential project "SCM Park",at khasrano. 10/8, 11, 39/3171min/4, 38, 12/218,39/3/7/min/5 at Village Piplyakumar, Tehsil& District-Indore

1 Borrowers Mis Orange Infracon Private limited(OIPl)

2 Amount Rs. 38.00 Crore (Rupees Thirty EightCrores only)

4 Drawdown beor

drawn insuch

decided

multiplesuitable

byof

1. loan todisbursementsdisbursementsHDFC/dependingconstruction.

ason prog ress

2. Mis OIPl will- request for adisbursement atleast 2 days prior to thedrawal of an installment.

3. If drawdown does not commencewithin 30 days from the date of this letter,all the terms of this letter are subject toreview by HDFC.

4. Disbursement will be subject to fulloperationalisation of the Escrow account

to' Mou:siny '''''' 1"': ance Corpn. l• , ....v,y

1fiHDFC House, 10-A/1, MG Road, Nt. Treasure IJland Mall, Indore 452 001.Tel.: 4433333. Fax: 0731-2513784. Corporate Identity Number: L70100MH1977PLC019916Regd. Office: Ramon House, H T Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai 400 020. Aythorised Signal

_i HDFCContinuation Sheet

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opened with HDFC bank.

5. The disbursement of the said loanshall be subject to the title clearance andall documents in relation thereto havebeen scrutinized and are valid andenforceable in law.

6. Since its combination of Refinance cumfresh construction finance; the firstdisbursement towards PNBHFl against therefinance. Subsequent disbursementsshall be done only after getting thesecurity creation in favour of HDFC andfulfilling other conditions.

5 Term 60 months from the date of firstdisbursement.

6 Repayment Mis OIPl will repay atleast 30% of all thesales receipts towards principal repaymentfrom the date of 1st disbursement for firstyear. This %age receivables is subject toreview on a quarterly basis based onHDFC's formula for such %age calculation.However, Developer will ensure that themaximum principal outstanding from thedate of first disbursement of the loandoes not exceed as per the schedulebelow:

At the end of 48th monthAt the end of 54th monthAt the end of 60th month

Rs. 20.00 CroreRs. 10.00 CroreNil

Or earlier at HDFC's option.

7 Security 1.First·& exclusive mortgage on projectland bearing khasra no.· 10/8, 11,39/3/7/min/4, 38, 12/2/8, 39.'3/7/min/5 atVillage Piplyakumar, Tehsil & District-Indore admeasuring 1.157 Hectares (2.85Acres); excluding of sold units as on dateof agreement.

2.' Personal Guarantee of Mr. RajeshKumar Mehta, Mr. Naveen Kumar Mehta,Mr. Arun Kumar Mehta & Mr. Arvind Kumar

I Mehta.For Housing Development Finance Corpn. Ltc

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uthorised Si~natol

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3. An exclusive charge on the scheduledreceivables under the documents enteredinto with the customers of the fundedprojects, by the Borrower, and allinsurance proceeds, both present and'future.Scheduled Receivables:Receiva bles/cashflows/reve n ues inclu dingbooking amounts arising out of or inconnection with or relating to the project.

•

4. And I Or any other security of higher orequivalent value acceptable to HDFC.

8 Security Cover As determined by HDFC from time to time.

9 Interest Rate As in the Facility Agreement, inter aliaincluding but not limited to the following:

1 (a) The rate of interest applicable will belinked to HDFC Corporate Prime LendingRate (HDFC CPLR). The HDFC CPLR ason date is 17.50% per annum and theApplicable Rate will be 12.00% per annum.You shall pay interest on the outstandingprincipal amount of the said Loan at theend of each month at the Applicable Rate,plus tax or other statutory levy, if any.

Provided the aforesaid Applicable Rateshall be reset at each reset date on theoutstanding Loan amount, based on thethen prevailing HDFC CPLR rate, and thatyou shall thereafter pay interest at suchreset rate.

Provided HDFC in its sole discretion maycall upon you to pay the interest on suchother dates, as HDFC may deem fit.Provided further, the last interestinstallment shall be paid simultaneouslywith the last installment of the principalamount of the said Loan. Interest shall bepayable from the date of firstdisbursement and shall be calculated onthe basis of a year of 365 days.

(b) "Applicable Rate" shall mean HDFC

3For Housing Development Finance Corpn. Ltd.

Authorised Signatory

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_i HDFt!Con tinuation Sheet

10 Fees

Ad min istrative Fee

11 Other Conditions

2.You shall also execute a FacilityAgreement; Demand Promissory Noteand/or such other documents as may berequired by HDFC in the format laid downby HDFC.

Corporate Prime Lending Rate (CPLR)plus/minus Spread that will be applicablefrom time to time on each disbursement ofthe said Loan.

(c) "Reset Date" shall mean 1st of everycalendar month from which the ApplicableRate is calculated and becomes Applicableon the Borrower.

(d) HDFC may, at its sole discretion,charge interest on the Said Loan at theweighted average Rate of interest on thedisbursements made out of the Said Loan.For the purpose of this clause "weightedaverage rate" means the weighted mean ofthe Rates of interest Applicable to theSaid Loan

1.00 % of the loan amount + service taxand education cess.

1.The said Loan is granted to you for theconstruction of your residential project"BCM Park" at Village- Piplyakumar,Indore (M.P.), hereinafter referred to asthe "said Project". The said Loan will bedisbursed in suitable installments to bedetermined by us in consultation with youand after you have complied with allrequirements of HDFC.

3. If there is any interest tax levied by theGovernment of India or any other Authorityunder the Interest Tax Act 1974 or underany other law, you shall reimburse toHDFC any such tax imposed or levied bythe Government of India or any otherauthority on interest and/or otherpayments required to be paid by you toHDFC in connection with the said Loan.

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For Housing Development Finance Corpn. Ud.

J@.'Authorised Signatory

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•_i HDFC

Continuation Sheet

8. You shall take a written No ObjectionCertificate (NOC) from HDFC for sale ofeach unit, in the Said Project. The NOCshall be taken from HDFC as and wheneach unit is sold/allotted, failing whichHDFC will have a right to treat this as ane ve nt ' of default and call back the SaidLoan. The borrower shall also ensure thatall intending customers are referred toHDFC for Individual Loans and the right offirst refusal of Individual Loan applicationsin the above project shall lie with HDFC.9.(a) You shall open and maintain an

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4.The said Loan is subject to approvalfrom the financial institution and/or banksfrom which your Company might havetaken loans so far, if such an approval isstipulated in your agreement/arrangementwith them.

5. You shall not raise any loans from anyother source, for this project without priorwritten permission from HDFC.

6.You shall at all times during thependency of the said Loan take such stepsas may be required and keep the propertyfinanced/ property/ies offered as security,insured with such insurance agency asapproved by HDFC, first of suchpreferences be HDFC ERGO GeneralInsurance Company. The said insurancepolicy/ies shall be endorsed in favour ofHDFC and shall be deposited with HDFCat the time of execution of the FacilityAgreement and other related documentsunless expressly permitted by HDFC inwriting;

7. This letter has been issued subject toHDFC being satisfied, that the projectfinanced and the securities for the saidLoan and all the documents of titlerelating thereto, the legal validity ofundertaking the projectls by you and otherancillary documents in relation theretohave been scrutinized and are valid andenforceable in law.

5

~ignatOry

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Escrow Account and a No Lien Account(Designated Account) with HDFC BankLimited. All disbursements of the saidLoan made to you will be in the No LienAccount only. You will ensure that the saidReceivables shall be deposited in theEscrow Account only. From the date of 1stdisbursement of the loan 30% of the fundsreceived in the escrow account will betransferred to the account of HDFCLimited towards principal repayment andthe balance to be transferred to the NoLien Account. You will primarily utilise thefunds from the No Lien Account for thespecific purpose of your working capitalrequirement pertaining to the project,payment of interest and other dues toHDFC. HDFC shall have full authority tomonitor al'l transaction in these accountsin such manner, as it may deemnecessary. HDFC may appoint such.external agencies or individuals for theabove purpose. Any fees/charges that maybe payable for the above shall be borne byyou without any demur. HDFC's decisionon this shall be final and binding on you.

(b)HDFC will have the first option to adjustthe sale proceeds against the principaloutstanding/ other dues.

10. You will give the following irrevocableinstructions to the concerned Bank withreference to the said accounts:a.that the Bank will be authorised to sendto HDFC statements pertaining to theseaccounts directly to HDFC at suchfrequency as HDFC may require atanytime.

b.that HDFC has a right to cause theBank to freeze the accounts at any timewithout your confirmation and that on therequest ofHDFC.

c.the Bank will on freezing the accounts orotherwise transfer the outstanding creditin the accounts to HDFC, as instructed byHDFC, without having to obtain any furtherinstructions from you.

For Housing Development Finance Corpn. Ltd.6 1R:

Authorised Signatory

•_i MDFe

Continuation Sheet

12 Representations,Warranties andCovenants

12.AII project and financial audit chargesif required shall be borne by the you.

d. that the Bank will abide by anyinstruction that HDFC may give to theBank in connection with the said accountswithout any reference to you.

e. You shall procure and produce to HDFCa written confirmation of the above fromthe Bank prior to execution of the Facilityagreement.

11. You will also undertake and confirmthat in the event the cash flow in the-account is not sufficient to service thesaid Loan, interest or other dues, theshortfall will be met through infusion offresh funds therein by you in a mannerand form as mutually acceptable to youand HDFC. The support shall be keptvalid until repayment of the entire loanwith interest and all other dues. It is alsounderstood that you will not withdraw anyfunds to repay the principal to theproviders of subordinate debt, if any, untilrepayment of the entire said Loan to HDFCwith interest and all other dues is made toHDFC.

13. Disbursement of the loan will be asper progress of construction. Any shortfallin project funding and/or any increase in-project cost would be met by the Borrowerby way of promoter contribution.

1. Those usually found in FinancialFacility of this kind (includingenvironmental covenants, covenantsregarding any approval/s in terms of NHBGuidelines and compliance of BuildingCode).

2. As prescribed under the Facilityagreement of HDFC to be executed byyou.

HDFC's Financial Facility will not be3.

For Housing Development Finance Corpn. Ltd.7

1&nalo~

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_i HDFC• Continuation Sheet

subordinate to any other borrowing by the" Borrower.

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4. That Borrower shall not offer anyterms better than that offered to HDFC toany other lender.

13 Events of Default Those usually found in Financial Facilitiesof this kind (including cross default andmaterial adverse change). It will be anevent of default if there is any change inownership of the Borrower.

14 Legal Costs For the account of the Borrower whetheror not the Financial Facility or any part is

I drawn.

15 Law and Jurisdiction Any dispute under the facility agreementwill be under jurisdiction at Indore.

The Financial Facility availability is subject to documentation. Thisletter of offer shall stand unilaterally revoked and cancelled and shallbe absolutely null and void even after acceptance by you, if:

(a) There are any material changes in the proposal for which thesaid Financial Facility is, in principle, sanctioned.

(b) Any material fact concerning your profits or ability to pay, orany other relevant aspect of your application of Financial Facility iswithheld, suppressed, or concealed or not made known to us.

(c) Any statement made in the application is found to beincorrect or untrue.

(d) The Facility Agreement and other documents, as required byus are not executed within a period of 30 days form the date hereofor during any further extension of the period mutually agreed upon.

(e) Any information as may be required by HDFC from time totime pertaining to the project is not furnished in the formprescribed/approved by HDFC.

(f) A san 0 ut com e 0 fie g a I due d iii g e nc e " H 0 FCis 0 f the vie wthat it is unviable to proceed further with the offer as madehereinabove.

If the offer is acceptable to you, kindly sign the copy marked"Acceptance Copy" in token of your acceptance and return it within 15

Along with the Acceptance Copy, you

8I v ,~,,.,,. 'j JI.,velopfllenl nnance Corpn. Ltd.

'Vr_[~Sign9tOry

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_i HDFC• Continuation Sheet

are requested to send us a cheque/ demand draft of Rs 43,70,000/-(Rup.e e s Forty Three Lacs Seventy thousand only) in favour of HDFCLimited payable at Indore on account of Fees of Rs 38,00,000/- andservice tax of Rs 5,70,000/- failing which the offer is liable to bewithdrawn.

We lo o'k forward to your acceptance of this offer in order to expeditethe conclusion' of this transaction and the disbursement hereunder.

Yours faithfully,

For HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

For Housing Development Finance Corpn. Ltd.

AUTHORISED tat. ORYuthorised Signatory

(Name & signature of AuthorizedSignatory)

Date:

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