M/s D. B.

Inf rastructu re Private Limited

Indore

May 27'n , 2015

Dear Sirs,
Ref: Construction Finance Loan Facility
With reference to your application and further to our recent discussions
we set out below the terms of the proposed Construction Finance Non
Corporate Housing Financial Facility. lf this is acceptable please
acknowledge and return a copy of this letter.

1 Bo rrowe rs M/s D. B. Inf rastructure Private Limited

(DBTPL)

z Am ou nt Rs. 35.00 Crore (Rupees Thirty Five

Crores only)

3 Pu rpose For the construction of your residential

project'D.B.Pride,at khasra no.36l1l3
361111, 37121 1,39/3 , 22131211, 3gl211 ,43 ,

22131111 ,22131112 ,381111 , village-

Talawali Chanda. Indore
4 D rawdown 1. Loan to be drawn in multiple
disbursements or such suitable
disbursements as decided by
HDFC/depending on progress of
construction.
2. M/s DBIPL will request for a
disbursement atleast 2 days prior to the
drawal of an installment.
3. lf drawdown does not commence
within 30 days from the date of this letter,
all the terms of this letter are subiect to
review by HDFC.

f5h* 4. Disbursement will be subject to full

operationalisation of the Escrow account

HDFC 5"ffi Road. Indore 452 001.

T el.: 4433333. Fax: 073l-2573784.
I

X$ Regd. Office: Ramon House, H T Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai 4OO O2O.
l}
 n Sheet
opened with HDFC bank.
5. The disbursement of the said Loan
shall be subject to the tiile clearance and
all documents in relation thereto have
been scrutinized and are valid and
enforceable in law.
6 Term 60 months f rom the date of first
d is bu rseme nt.
A Re payment M/s DBIPL will repay 10% of ail the sales
receipts towards principal repayment from
the date of 1st disbursement. This o/oaoe
receivables is subject to review on a
quarterly basis based on HDFC's formula
such o/o?gacalculation.
lor
Developer will ensure
However,
that the maximum
principal outstanding from the date of first
disbursement of the Loan does not exceed
as per the schedule below:
At the end of 48'n month : Rs. 20.00 Crore
At the end of 51't month : Rs. 15.00 Crore
At the end of 54th month : Rs. 10.00 Crore
At the end of 57th month : Rs. 5.00 Crore
At the end of 60'n month: Nil

Or earlier at HDFC's option.

7 S ec u rity 1. First & exclusive mortgage of the

project land, bearing khasra no. 361113
(0.370 hectares), 36/1/1 (1.200 Hectares),
371211 (1.346 Hectares),39/3 (0.24'T
Hectares), 22131211(1 .SS4 Hectares).
381211 (1.217 Hectares),43 (1 .O1i
Hectares), 22131111 (0.054
Hectares),221311t2 (0.263
Hectares),38/1/1 (0.244 Hectares),
village-Talawali Chanda, Indore total area
admeasuring 7.S06 Hectares.
2. An exclusive charge on the scheduled
receivables under the documents entered
into with the customers of the funded
projects, by the Borrower, and all
insurance proceeds, both present and
future.
Scheduled Receiva bles:
 ion Sheet
Receivables/cashflows/revenues
including
3::l:1q,^:T.?.11.
connection "r.i,i;;"to;;,
with or relatind ,r..r"
of or in
"pro;"",.r.,n

:^t:l e1 aly other

,/-
equtvalent :egurity of higher or
value acceptable to HDFC.
Security Cover As determined by HDFC from
,ir"lo ,i*
Interest Rate As in the Facitity Agreer"ni-r[r
inctuding but not fimitJo-to"ii"'ioftowing:"f i,
1 (a) The rate o.f rnterest applicable
linked to HDFc,C_orpoi"t""F'rir" will be
Rate (HDFC cp!I) "i'r,"'Hbi'c Lendino
on date is 17.,95% p"i ,n-n'rrncpLR "I
Appticabte Rate wijt ne and the
.
annum. you sha.ll pay interest is .2s% per
on
principai ,rnornj'"or tn" the
::llrlgilg
Loan at the end of each said
Applicable Rate, plus tax montfr at the
statutory levy, if any. or other
Provided the aforesaid Applicable
shall be reset at each,"r!i'date Rate
on the
:J^t:t?ndins. Lo?l^3Tount, baseo on the
1.1"n qr",yaitins HDFC cpLiR,Ii", and that
you shall thereafte r pay
reset rate. inteiest at such

Provided HDFC in its sole

call upon you to pay the discretion may
inteiest on such
gl::,i"jr,"r.:
Provided frr,.l,"r, -irr" ;;;"
_,?, HoFC "',irr, deem rit
"",",ji"rJ,.,i
installment shall be p"lO,_rttaneously
with the tast ins.taffmbnt oi'i'f,"
amount of the said Loan. principal
tnterest shall be
PaYable from the d;i; of first
disbursement and
the basis of a year of Sost;';rtculated
shalt on
JavJ
(b) "Applicable Rate,, shall
mean HDFC
3,:,311i1:" ::i::,
ptus/minus Spread l:t.oing-"n'''"
tnat wil
(cPLR)
;;';rJ;J;TJ
from time to iime on each
the said Loan. disbursement of

(c) "Reset Date,' shall mean

1st of every
 Continuation Sheet
calendar month from which the Applicable
Rate is calculated and be.or", Applicable
on the Borrower.
(d) HDFC may, at its sole discretion,
charge interest on the Said Loan at the
weighted average Rate of interest on the
otsoursements made out of the Said Loan.
For the purpose of this ctausL,,weighted
average rate" means the weighted me.an
the Rates of interest npptlcaUle to th; of
Said Loan

Administrative Fee 1.00 o/o of the loan amount + service tax

and education cess.

Other Conditions 1.The said Loan is granted to you for the

construction of your residential project,,D.
B.Pride at Village- fatawati' ChanOa,
Indore (M.P.), hereinafter referred to as
the, "said. project,,. The said Loan will be
disbursed in suitable installments to be
determined by us in consultation with you
and . after you have complied with all
requirements of HDFC.
2.You shall also execute a Facility
Agreement; Demand promissory Note
and/or such other documents as may be
leq.yrjgd by HDFC in the format taid down
by HDFC.
3. lf there is any interest tax levied by the
Government of India or any otfrer Authority
under the Interest Tax Aci 1gT4 or under
any_
_other law, you shall reimburse to
HDFC any such tax imposed or levied by
the Government of India or any other
authority on interest andlor other
p.ayrnents required to be paid by you
to
HDFC in connection with the said Loan.

4.The said Loan. is subject to approval

from the financial institution and/oi banks
lrgr which yogr Company might have
taken loans so far, if such'an approval is
stipulated in your agreement/arrangement
c
...r'";r.
it,i,

I'I.qo
'\J
 with them.
5. You shall not raise any loans from any
other source, for this projeci *itf..rout prioi
written permission from Hbf C
6.You shall at all times during the
pendency of the said Loan take such steps
requif"9.
::^T?y ,9"prooerty/ies
lrnanced/ -keep the property
"ndoffered
insured with such insuran." as
-"gency
security,
approved by HDFC, first of iucfr as
preferences be HDFb gCCo General
Inlyra.lce Company. The said Insurance
policy/ies shall be enOorseJ in favour
HDFC and shall be deposit"O *itf., HDFCof
at the time of execution of the Facility
Agreement and other retateO documents
unless expressly perm itted UV H DFC in
writing;
7. This letter has been issued subject to
HDFC being satisfied, tfLat- tne project
financed and the securltiei for
Loan and all the Oocumenis the of
said
tiile
relating thereto,
lh" legat validity of
undertaking the project/s you
b-yand other
ancillary documents in r^btition thereto
have been scrutinized anO aie valid and
enforceable in law.
8. You shall take a written No Objection
Certificate (NOC) from HOfC for sale of
each unit, in the Said project. The NOC
shall be taken from HDFC'as and when
each unit is sold/allotted, failing which
HDFC will have a right to ir""t
event of default and call backthis the
as an
Loan. The borrower shall also ensure Said that
3,ll _iltgnding customers are referred to
HDFC for Individual Loans and the right
first refusal of Individual Loan appticationsoi
in the above project shall fie witfr'HDFC.
I (a) You shall open and maintain an
Escrow Account and a No Lien Account
(Designated Account) with iOfC Bank
Limited. All disbursements of
Loan m.ade. to you will be in thethe said
No Lien
Account onty. you will ensure that the said

#{s
{"9
 Continuation Sheet
Receivables shall be deposited in the
Escrow Account only. From the date of
1st disbursement of the loa n 1O% of the
funds received in the escrow account will
be transferred to the account of HDFC
Limited towards principal repayment
the balance to be transferred 'to tfre and-flo
I-ien Account. you will primarily utilise
funds from the No Lien Account for the the
spec.ific purpose of your working capital
requirement pertaining to the project,
payment of interest and other dues to
HDFC. HDFC shail have full authority to
monitor all transaction in these accounts
in such manner, as it may deem
necessary. HDFC may appoint such
external agencies or individu'als for the
abovq purpose..Any fees/charges that may
be payable for the above shatfOe borne by
you without any demur. HDFC,s decision
on this shall be final and binding on you.
(b)HDFC wiil have the first option to
adjust the sale proceeds against the
principal outstanding/ other dues.
.10
You will give the following irrevocable
instructions to the.on.erne-d Bank with
reference to the said accounts:
a.that the Bank will be authorised
to HDFC statements pertaining totothese
send
accounts direcily to HDFC at such
frequency as HDFC may require at
anytime.

b.that HDFC has a right to cause the

Bank to freeze the accounts at any time
without your confirmation and that on the
request of HDFC.
c.the Bank will on freezing the accounts or
otherwise transfer the outstanding credit
in the accounts to HDFC, as instructed by
HDFC, without having to obtain any further
instructions from you.
d.that the Bank will abide by any
instruction that HDFC may give io th;
Bank in connection with the sa-id accounts
without any reference to vou.

{"9
 Continuation Sheet

shall procure and produce to HDFC

Yo.y.
" written
a confirmation oi tf,e above from
the Bank prior to execution of tne Facility
agreement.

11. You will also undertake

that in the event the.".f.,, and
ito*
confirm
in the
account is not sufficient to service
said Loan, interest or other dues, ih;
shortfall will be met through infusionthe of
f resh f unds therein
by Vor" in a man ner
:ii';;Te:' T#i'il'",i?i;sl:it,i; j"il
until repayment
va,,tjd. of the entire loan
with interest and all other dues. lt is also
understood that you will not withdrr*
funds. to repay the prin.iprt to lnV the
providers of subordinate debt, if
repayment of the entire said Loan any, ,nt,t
HDFC with interest and all other dues to
made to HDFC. is

1_2.All project and financial audit charges

if required shall be borne Oy ifre you.
13. Disbursement of the loan will be as
per progress of construction.
in project funding and/or anyAny shortfall
increase in
project cost would be met by the
Borrower
by way of promoter contriOuiion.

Re p rese ntation s, 1. Those usually in Financial

Warranties and Facility of thi; found
kind (including
G ove na nts environmental covenants. covenants
legarding any approval/s in terms of NHB
Guidelines and compliance of Building
Code).

2. As prescribed under the Facility

agreement of H DFC to be executed by
yo u.

3. HDFC's Financial Facility will

subordinate to any other borrowing not
by
be
the
B o rrowe r.

4. That Borrower shall not

terms better than that offered tooffer anv
HDFC t;
 Continuation Sbeet
any other lender.
IJ Eve nts of Def a u lt Those usually found in Financial Facilities
of this kind (including cross default and
material adverse change). lt will be an
event of default if there is any change in
ownership of the Borrower.
14 Legal Gosts For the account of the Borrower whether
or not the Financial Facility or any part is
d rawn .

15 Law and Jurisdiction Any dispute under the facility agreement

will be under jurisdiction at Indore.

The Financial Facility availability is subject to documentation. This

letter of offer shall stand unilater,ally revoked and cancelled and shall
be absolutely null and void even after acceptance by you, if:
(a) There are any material changes in the proposal for which the
said Financial Facility is, in principle, sanctioned.
(b) Any material fact concerning your profits or ability to pay, or
any other relevant aspect of your application of Financial Facility is
withheld, suppressed, or concealed or not made known to us.
(c) Any statement made in the apprication is found to be
incorrect or untrue.
(d) The Facility Agreement and other documents, as required by
us are not executed within a period of 30 days form the date hereof
or during any further extension of the period mutually agreed upon.
(e) Any information as may be required by HDFC from time to
time pertaining to the project is not furnished in the form
prescribed/approved by HDFC.
(f) As an outcome of legal due diligence, HDFc is of the view
that it is unviable to proceed further with the offer as made
hereinabove.
lf the offer is acceptable to you, kindly sign the copy marked
"Acceptance Copy" in token of your acceptance and return it wittrin 15
days from the date of this letter. Along with the Acceptance copy, you
are requested to send us a cheque/ demand draft of Rs 39,32,600/-
(Rupees Thirty Nine Lacs Thirty Two thousand six hundred only) in
favour of HDFC Limited payable at lndore on account of Fees of Rs
35,00,000/- and service tax of Rs 4,32,600/- failing which the offer is
liable to be withdrawn.
 Continuation Sheet

We look forward to your accePtance of this offer in order to exPedite

the conclusion of this transaction and the disbursement hereunder'

Yours faithfullY,
For HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED

Filance Ud'
for Housing Development !rnn'

Ceneral lvlanager

' nce
Accepta
DB Infrastructinss lryt-

(Name & signa Auth orized

SignatorY)

Date: