NATIONAL HIGHWAYS AUTHORITY OF INDIA (Ministry of Road Transport & Highways) Government of India

Transcription

1 I NATIONAL HIGHWAYS AUTHORITY OF INDIA (Ministry of Road Transport & Highways) Government of India SIX LANING OF DELHI - AGRA SECTION OF NH-2 FROM KM TO KM (LENGTH - KM ) IN THE STATE OF HARYANAIUTTAR PRADESH UNDER NHDP PHASE V AS BOl (TOLL) ON DBFO PATTERN CONCESSION AGREEMENT between National Highways Authority of India G-5 & 6, Sector - 10, Dwarka, New Delhi and DA Toll Road Private Limited H Block, 1" Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai VOLUME - I1 (Annexure) Y JULY 201 0

2 Six Laning of Delhi - Agra Sectio from km to km (Length - km ) in the State of HaryanaIUttar Pradesh under P Phase V as BOT (Toll) on DBFO Pattern Table of Contents No. Description From Page No. A Reply to PreBid Queries B Addendum Issues C Bid dated 11 May D Bid Sefurity I I I SPV Documents submitted by Ws DA Toll Road Private - IT+A , -.". I I F Letter of Award G Acceptance of Letter of Award H Other Relevant Documents To

3 Reply to Pre-Bid Queries

4 Six Lanina of DelhiAara section of NH-2 from Km to Km (Length-Km ) in the States of HawanalUttar Pradesh REPLY TO QUERIES the queries have been raised on a number of issues in which many of them already.stand bidding documents including the Draft Concession ~~reekent. For the purpose of clarity, the foll&ving is further G-. IQ w the RFP including DCA and Schedules except the ~dd'endum~c~arification issued herewith. from Feasibility Study Report, it is stated that the information furnished in the Feasibility Report is only for guidance purpose to the bidders. NHAl does not take any responsibility for the correctness or otherwise all the information given in the Feasibility Study Report. Bidders may please note that Feasibility Study Report shall not become part of the concession.,, agreement. -- (iii) For the purpose of Clause , the names of the Technical, Financial and Technical advisors to the Authority are as follows: Technical advisors -MIS Consulting Engineers Services (I) Pvt. Ltd Financial advisors - MIS Ernst & Young Pvt. Ltd Legal adv~sors - Mls M.V Kini & Co The specific issues referred to by the bidders in the pre-bid have been ~dent~fied and replied to as under: RFP Volume I: Instruction To Bidders I I verification Schedules are the basis for scope of work as defined in information Of /!ubrnission of bid for con:ceisionaire. We 1 Schedule 8. Schedule C and I

5 Clause Modifications1 Substitution1 Withdrawal of the Bid Normally, Modifications I Substitution / Withdrawal of the Bid are permitted up to the deadline for submission of the Bid (i.e. up to time of submission of Bid) and are not restricted prior to the Bid Due Date. Kindly review and modify the provision as follows: No change in the RFP Clause 1.I.I Toll Length "The Bidder may modify, substitute or withdraw its Bid after submission, but (i) prior to the Bid Due Date; and (ii) on the Bid Due Date, provided that written notice of the modification, substitution or withdrawal is received by the Authority on /prior fo Bid Due Date. No Bid shall be modified, substituted or withdrawn by the Bidder after the expiry of the period for submission of the Bid. " Currently the road is being tolled for km. There is a minor reduction in toll length in the RFP L Tolling shall be done as per actual design length of Project Highway (d) Enclosures to the bid Please clarify 1.A copy of Concession Agreement with page initialed by the person signing the bid. Kindly clarify when here the term Concession Agreement is referred to be submitted. Kindly clarify whether Only the Draft Concession Agreement is to be signed and initialed. 2. Can the photocopy of Volume-ll, Volume- Ill and Addendum, duly initialed and signed by the person signing the Bid on each page be accepted? 1. Concession Agreement comprises of Volume-ll (Draft concession agreement), Volume-Ill (Schedules) and Addendumlclarificationslcorrigendum issued herewith 2. Volume-ll &, Volume Ill in original and Addendum, duly initialed and signed by the person signing the Bid on each page be accepted. 3. Are we supposed to submit the other documents like Drawings, Feasibility 3) Only Addendumlclarificationslcorrigend,~m

6 5. Appendix - Ill and Appendix -IV Reports, Any corrigendum, Addendum etc, as may be issued by NHAl for this RFP, along with our Bid? If yes, in which Envelope? Power of Attorney for signing of Bid and Power of Attorney for Lead Member of Consortium and Plan & profile drawings have to be submitted along with the bid documents in the envelo~e marked as "Enclosures of the Bid". 1) No deviations from the qiven format will be accepted. The ~ can i i be summarily rejected due to any deviation. 2) The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure. 3) Wherever, required the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder. 4) For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of I Attorney is being issued.

7 RFP Volume II: Draft Concession Agreement augment the existing road from km to km (approximately km)..." Please refer addendum. to execute and procure execution of Escrow and Substitution Agreement? - b- U1 Q Clause (dl Clause (e) Conditions Precedent Conditions Precedent It should be sufficient compliance if the Concessionaire & the LenderslLenders Representative executes as NHAl takes time to execute these document and it may happen after the Appointed Date also. Concessionaire to procure all Applicable permits as mentioned in Schedule E Procurement of Applicable Permits should only be restricted to the Applicable Permits required to start construction for the purpose of fulfilment of Conditions Precedents. If waiver is sou,ght for some of the Applicable Permits, the letter for waiver should have to be submitted. Confirmations to be furnished with respect to the Representations and warranties as in Article 7.1 (k), (I), (m) No change in the DCA No change in the DCA W~th respect to Article 7.1 (I), the bidder is selected at the RFQ stage based on the

8 financial capacity and hence this Article should be deleted. With respect to Article 7.1 (m), most of the requirements under this Article is covered by the legal opinion given vide (9 and hence to be deleted. the Authority Article 4.2: 8 - & CJI )...L "Provided that the Concessionaire shall be entitled to terminate the Concession Agreement if such Condition Precedent is not fulfilled within the specified period." 7. Clause Obligations relating to Concessionaire to provide NHAI, draft No change in the DCA Project Agreements documents for review and comments. NHAl to respond within 15 days of receipt of documents NHAl to review and comment within 7 days of submission. 8. Clause (i) Obligations relating to Change in ownership to require prior approval No change in the DCA and (ii) Change in Ownership of NHAl for acquisition of 15% or above. This rule to be made applicable subject to complying with the requirements under Article 7.1 (k) as dilution between 49% to 100% is permitted under it. Any sale beyond what is permitted under 7.1 (k) atone should be subject to this condition. 9. Clause 6.3 Obligations relating to In the event that a Competing Road is No change in the DCA Competing Roads constructed or caused to be constructed by the Authority on or prior to the 10th anniversary of the Appointed Date, the,concessionaire will have: to face material adverse effect as the

9 I. / traffic will be diverted to the Competing Road resulting in the loss of toll collection. Therefore, we request you to modify the Clause in the following manner: "The Concessionaire shall, without prejudice to its other rights and remedies under this Agreement including Termination thereof, be entitled to receive compensation from the Authority under and in accordance with Clause 35.4" Obligations relating to Competing Roads Release of Performance Security Such compensation shall be adjusted against the Premium, if any that the Concessionaire has to pay to the Authority under this Agreement. Competing facility is allowed in case the traffic exceeds 90% of designed capacity or from any day after the loth Anniversary from appointed date The provision of loth anniversary from appointed date shall be extended further to provide comfort, for longer concessions. The comfort up to loth anniversary was provided for Concessions of 15 Years. This period shall be increased from loth anniversary to 2oth anniversary. Release of Performance Security is either at completion of one year from appointed date or aggregate expenditure on the project is 40% of TPC whichever is earlier The percentage of aggregate expenditure shall be 20% of TPC for release of Performance Security. No change in the DCA No change in the DCA L

10 Clause Clause Licence, Access and Right of Way Licence, Access and Right of Way NHAl provides access to site for tests during the development period "During 'the development period" to be changed. As for any land allotted after Development period may also require such tests to be conducted but the Concession restricts access for tests. We request NHAl to make the following amendments: Procurement of Site the "The Concessionaire hereby irrevocably appoints the Authority (or its nominee) to be its true and lawful attorney, to execute and sign in the name of the Concessionaire a transfer or surrender of the License granted hereunder at any time after the Concession Period has expired or has been terminated earlier in terms hereof, provided Termination Payments (if applicable) shall have been paid in full, a sufficient proof of which will be the declaration ~f any duly authorised officer of the Authority, and the Concessionaire consents to it beina w -egistered for this purpose." i/ve would request vou to confirm the status of iotification to'be issued under Section 3 (D) of,he National Highways Act, 1956 as well as the status of land acquisition. 41~0, as per Section 3 (E) of the National iighways Act, 1956, handing over of project site to the Concessionaire and commencement ~f construction works is possible only after layment of compensation to project affected leople by NHAI.

11 a - d;s U1 rg. 15. Clause Procurement of Site the For a private entrepreneur, it is not possible to implement a project unless NHAl pays full compensation to the project Affected People. We request you to clarify whether compensation to the Project Affected People and all land acquisition related formalities pursuant to Section 3 (E) of the National Highways Act, 1956 have been fulfilled by NHAl The clause mentions that in case of delay in land acquisition, the Authority shall be liable to pay damages. In the event damages are paid by the Authority, the Concessionaire shall have to complete all Construction works before the Project Completion Date. This ultimately transfers the land acquisition risk to the Concessionaire. Since delay in land acquisition will impad the Project Milestones, the Scheduled Six Laning Date and the overall Concession Period, and since there is no compensation for the time delay, we request that a suitable extension in the Concession Period be provided to the Concessionaire for the period of delay. No change in the DCA For instance, if there is a 6 month delay in land acquisition, though the Authority will be liable to pay damages, it will be unrealistic for the Concessionaire to complete the project in time, As a result, we will end up paying damages too for delay in project completion.

12 16. Clause New utilities and roads New utilities and roads Felling of trees Appointment of lndependent Engineer Maintenance of adjoining roads can adversely affect the financial viability of the project. Therefore, maintenance of adjoining roads should not be the obligation of the concessionaire. Kindly modify the following clause as follows; "The Authority may by notice require the concessionaire to connect, through a paved road..... and maintained by the concessionaire upon Advance Payment of the cost to be made by the beneficiary entity in accordance with the amount and period as determined by lndependent Engineer in consultation with the Concessionaire" The obligation of obtaining the Applicable Permit for felling of trees & other Clearances related to Ministry of Environment & clearances Forest should be with the Authority and the assistance to be done by the Concessionaire. The Concessionaire will do actual feeling of trees but the peimit has to be obtained by the Authority. Thus we reyest'the clause to be modified as follows: The 'concessionaire shall assist the Authority in Obtaining the Applicable Permits for felling of trees to be identified by the Authority... deem appropriate. Appo~ntment of lndependent Engineer If there is a delay in appointment within the stipulated 90 day period, the Concessionaire shall be automatically allowed extension of No change in the DCA ino change in the DCA

13 20. Clause 24.1.I & 4.2. Financial Close time for achieving financial closure for the period of delay without any reduction, in Concession Period. The damages fgr delay in achieving Financial Close are 0.1 % of the Performance Security for each day of delay and shall be paid every week in advance. The Clause is self explanatory The extension of Financial Close is given only on payment of advance damages. There is no ceiling for cumulative damages. There should be a ceiling prescribed. I -! bfr. U1 Q, 21. Clause Equity Support Also there is no provision for refund of excess damages paid in case the Financial Close is achieved midway through a week. To clarify whether any amount paid in excess shall be provided to be refunded. Lenders normally stipulate 25% to 50% upfront equity before disbursing any loan. Hence, it is proposed that the Authority shall start disbursement of grant after 50% of equity has been spent by the bidder. Thus, the Clause may be modified as "Equity support shall be due and payable to the Concessionaire after it has expended the 50% of the Equity, and shall be disbursed proportionately along with the loan funds thereafter remaining to be by the Senior Lenders under the Financial Agreements. The Authority shall disburse each tranches of the Equity Support as and when due, but not later than 15 (fifteen) days of receiving a request from the Concessionaire along with necessary particulars". No change in the DCA

14 Please confirm if our understanding is correct In accordance with the in following instruction: provisions of clause the following is General lllustratlon Illustration: A bidder quotes a premium of Rs. for caiulation of Premium 100 in his financial bid. payment: If appointed date is December,31, 2010 then for FY , the premium payable would be Rs. ( x 3: for balance 3 months) and premium payable for next 3 months would be Rs. 105 (1 00 increased by 5%) and so on. In case the Bidder quotes a Premium of INR 100 Crore in his Financial Bid. If the Appointed Date is December 31, 2010 then the Premium then only pro-rata 3/12 th of INR 100 Crore as quoted by the bidder shall be payable for the FY For the purpose of assessing the amount due for payment on such payment of Premium, part of a month shall be deemed to be a full month. For the purpose of payment of Premium for FY , an annual escalation, of 5% INR 100 Crore shall be applicable and the same shall commence, on I st of April The Premium for all subsequent years shall be determined 'by increasing the amount of premium by 5 % as compared to the immediately preceding year.

15 If the variation between the Realizable fee and ( No change in the DCA the Reported fee is more than 1% then 1 Concessionaire shall pay damages equal to 180 times the variation. I I 1 % variation is very small variation to penalize the Concessionaire with 180 times'the vailation and such Realizable fee is calculated through sampling which will have a small variation with respect to actual fee collected. The threshold limil shall be increased to 10% The footnote "The date of commencement of ( No change in the DCA premium shall be determined..." is 'not relevant for the project and is confusing., - I 25. Clause 27.4 Free use of service road The same may please be deleted. Existing provision under this clause to prevent no tollable vehicles using the main carriageway and to impose toll on tollable vehicles using the service road 'has been deleted. These provisions are available in other projects bid outby NHAI. No change in the DCA Cn Clause Clause 27.6 Free use of service road Reappropriation of excess Fee Please clarify the rationale behind these deletions The Clause for "Free use of Service Road" is missing. Kindly insert the same. Appropriation of excess fee beyond 120% of designed capacity No change in the DCA No change in the DCA Clause 27.8 Clause 27.8 Fee collection points Fee collection points This Article is redundant due to introduction of Article This Article should be deleted. The Clause for "Fee Collection Point" is incomplete. Kindly insert the same. Existing provision under this clause to prevent fee evasion and the freedom,to set up check No change in the DCA The clause is self explanatory

16 plazas to control leakage has been removed. These clauses allow comfort to Concessionaire and lenders. These provisions are available in other projects bid out by NHAI. Please clarify the rationale behind these deletions and kindly reintroduce these clauses as these cover risks on account of revenue leakage to a certain extent. se 28.1, Revenue Shortfall Interest on Revenue Shortfall Loan shall be No change in DCA Loan charged at the rate of 2% above bank rate I, - r63l There should be no interest charged on such Revenue Shortfall Loan as it is caused due to Authority default,. Indirect Political event or Political event 31. Clause Effect of variations in Articles regarding target traffic end change in No change in DCA , traffic growth concession period due to difference in Target Traftic and Actual Traffic. These Articles are redundant due to introduction of Article These should be deleted. Clause Modification in the We understand that if the actual average The clause is self explanatory Concession Period traffic exceeds the designed capacity and the Concessionaire agrees to take up capacity augmentation then as per Clause , the Authority may grant it an extension in the Concession Period that may be required to yield the Concessionaire a post tax return on equity of 16% per annum. In such a scenario, the original reduction in the Concession period (if any, by virtue of Clause ) shall be ignored and the Concession Period shall be increased from the original concession

17 Clause Clause Modification in the Concession Period Withdrawals during Concession Period Withdrawals during Concession Period period., Kindly confirm whether our above understanding is correct. Also kindly clarify whether the additional premium amounting to 25% of the Realizable Fee already paid by the Concessionaire in lieu of reduction (if any, by virtue of Clause ) will be reimbursed in the event the Concessionaire undertakes to carry out capacity augmentation. We request you to clarify whether post tax return on Equity IRR of 16% per annum shall be computed only for the additional cost incurred by the Concessionaire for capacity augmentation or on the total equity expended by the Concessionaire for the Project including the cost of capacity augmentation. Premium Due and Payable to the authority is not included. This has to be included as it is given under I 4.1.I(g) of the Escrow Agreement (Schedule- S ) These provisions are restrictive on the Concessionaire with respect to toll collections and have been deleted in many NHAl six laning projects. No change in DCA Clause Withdrawals upon Kindly remove these restrictions and allow Concessionaire to make optimal use of toll collections during construction Withdrawals from the Escrow account upon No change in DCA

18 (b) and (9 Termination termination allows only 90% of the Debt due Notice to the Authority Audited accounts The provision should allow withdrawal of 100% of debt due in (b) and the mention of Debt Due in (f) to be mentioned as exclusion. Insurance requirements.during Operations Period Levels of lnsurance to be maintained to the satisfaction of Senior Lenders. To delete any requirement of additional lnsurance on the Authority's behest. Requirement to submit accounts I I I I ~olitical Companies Act provides for 180 days, therefore 90 day period may be changed to be 1 in line with the Act Clause 34.3 (e) 1 Indirect Political Event I Any Indirect Political event that causes a Non- event. Whether the compensation will be calculated treating the event as lndirect Political event or I as Non-Political event Clause Termination Payment 1 Termination payment for Non-political force Clause (a) for Force Majeure Event Termination Payment for Force Majeure Event majeure event As the entire debi due is utilized for the project, the compensation under this, Article to be changed to 100% of Debt Due. This will provide more comfort to the Lenders. Termination payment for lndirect political force majeure event Debt Due to be fully paid and the reference to payment of only 80% unpaid insurance claims to be removed. Clause Compensation for I Please clarify if the compensation under CI.

19 ' 43. Clause competing roads. Compensation Competing Roads for 35.4 would be in addition to modification in concession period under CI or only one of the benefits would be available to the concessionaire. No time period is prescribed under Clause 35.4 regarding the payment of compensation by the Authority. The clause is self explanatory 44. Clause Termination Payment Kindly clarify whether the compensation is to be paid weekly Qr monthly? Termination payment for ' Concessionaire default during Operation Period No change in DCA a _ r6r. tv 45. Clause 40.2 Permitted Assignment & Charges As the entire debt due is utilized for the project, the compensation under this Article to be 100% of Debt Due and the reference to payment of only 80% unpaid insurance claims to be removed. This will be demanded by the Lenders. NHAl should also pay the debt drawn and utilized during construction period as the Authority gets the benefit of the amount invested. Reference to Senior Lenders, should be replaced by Lenders (to include both Senior Lenders and Subordinated Lenders) otherwise charge's created in favour of Subordinated Lenders would be in violation of Clause 40.1 No change in DCA 46. Clause 40.2 (b) Permitted assignment & charges In fact, in the entire document, reference to Senior Lenders should include both Senior and Subordinated Lenders. In order to part finance the debt component of the total project cost, the Concessionaire may avail. debt from any financial No change in DCA

20 institutions, banks,' multilateral lending agencies (which debt shall be subordinate in nature to the debt availed from the Senior Lenders) and accordingly will have to create a mortgage1 pledge1 hypothecation of goodslassets other than Project Assets as security for indebtedness to the such subordinate lender(s). Thus we request the clause to be modified as follows: b h Ob 0 - I 47. Clause 40.2.b Permitted assignment with 48.1 and charges Mortgageslpledgeslhypothecation of goodslassets other than Project Assets and their related documents of title, a charge on the Escrow Account, arising or created in the ordinary course of business of fhe Project Highway, and as security only for indebtedness to the Senior Lenders under the Financing Agreements and/or any financial institutions, banks, multilateral lending agencies, trusts, funds and agents or trustees of debenture holders, including their successors and assigns who have agreed to guarantee or provide finance to the Concessionaire as and by way of subordinate debt to meet the part of the total project cost andlor for working capital arrangements for the Project Highway. Permitted assignment and charges and definition of Project Assets The security to he provided to the Lenders is exclusive of the Project Assets which by definition includes everything and Lenders do Receivables are mentioned as "Projects Assets means all physical and other assets relating to and forming part of the site including (among other things) (iv) all rights of the

21 not derive any comfort from this provision. Suggest excluding Article (d), (e), (9, (g) of the definition of Project Assets as per Article 48 for the purpose of providing security. Concessionaire under Project Agreements (v) Financial Assets, such as receivables, security deposits etc. (vi) insurance proceeds...." Clause 41.1 Increase in costs Change in Law Toll receipts have to necessarily collect upfront from the users by the Concessionaire and users cannot afford passage through toll plaza on credit. It is hence clarified the "Toll Receivables" are not receivables to be clubbed with "financial assets such as receivables security deposits etc under Project Assets. No change is suggested in the ( DCA No change in DCA Article 48 Definition Adjusted Equity The amount requirement to absorb Change in law maybe limited to Rs. 1.0 Lakhs. For the purpose of calculating Adjusted from Project Completion Date and until the 4In anniversary thereof, base Adjusted Equity is being revised at the commencement of each month following Project Completion Date to the extent of variation in WPI, however, after the 4th anniversary of Project Completion Date, the revision is not monthly, the WPI variation between Project Completion Date and Reference Date is being taken into account. I

22 We request you to make the following amendments: "after the 4th (fourth) anniversary of Project Completion Date, the Adjusted Equity hereunder shall be a sum equal to the Base Adjusted Equity, reduced by 0.32% (zero point three one per cent) thereof at the commencement of each month following the 4th (fourth) anniversary of Project Completion Date and the amount so arrived at shall be revised at the commencement of each month following Project Completion Date to the extent of variation in WPI occurring between Project Completion Date and the Reference Date''. Kindly clarify whether the below mentioned The clause is self explanatory event constitute a Change in Law: "A permissible deduction/exemption which was previously available to the Bidder and had been taken into account by the Bidder in his Bid and which subsequentty becomes unavailable." Article 48 I Definition Encumbrances 52. Article 48 Definition Kindly include physical encumbrances in the No change in the DCA definition of Encumbrances. A definition of Subordinated Lenders to be No change in the DCA recognized subordinated debt borrowed from financial institutions, banks, multilateral lending agencies, trusts, funds and agent of trustees of debenture holders. The definition for "Subordinated Lender" be included as follows:

23 I I,,c. Definition Lenders' Representative "Subordinated Lender" means the financial institutions, banks, multilateral lending agencies, trusts, funds and agent of trustees of debenture holders, including their successor and assignees, who have agreed to guarantee or provide finance to the Concessionaire under any of the Financing Agreements for meeting all or any part of the Total Project Cost and who hold second charge of the assets, rights, title.and interests of the Concessionaire. Reference to Senior Lender should include both Senior Lender and Subordinated Lender. "Lenders' Representative" means the person duly authorized by the Senior Lenders and Subordinated Lenders to act for and on behalf of the Senior Lenders and Subordinated Lenders with regard to matter arising out of or in relation to this Agreement, and include his successors, assigns and substitutes. No change in the DCA L

24 Volume Ill: Schedules to Draft Concession Agreement Fee Notification Please provide with details. How would the toll rate be determined at the Refer Addendum 2" Toll Plaza at Chainage 74 till six laning. 3. Schedule R Annual Revision of Rate of Fee. Rule 5 Should the same length be considered as for the proposed toll plaza at chainage 94 ar the rates as prevailing today. Please Clarify. The rule provides for annual revision of rate of fee w.e.f 1" April, The clause is self explanatory.. The rule also provides a formula for determining the applicable rate of fee, and the toll rates will have to be computed by the concessionaire in accordance with Rule 5. I.. c Schedule R Annual Revision of Rate of Fee. Rule 5 (1) Kindly provide us with the final toll charges to be collected by the Concessionaire from the Users for each category of vehicles as on this date assuming it to be the date of operationalization of the Project Highway. The wordings of this Rule 5 (1) are ambiguous as it starts of with stating that "the rates specified in rule 4 shall be increased without compounding, by three per cent each year", which implies that the calculation is based on simple interest. However, the wordings at the end where it states that "such increased rate shall be deemed to be the base rate", implies that the calculation of.rates will be on The clause is self explanatory

25 t 'I \ % r' h compounding basis since the base rate is itself moving every year. Please provide clarity on the method of calculation of the base rate. Suggested amendment: 5 Schedule R Annual Revision of Rate of Fee. Rule 5 (1) The rates specified under rule 4 shall be increased without compounding, by three per cent. each year with effect from the 1st day of April, 2008 and such increased rate shall be deemed to be the base rate for each subsequent year. This rule mentions that the annual revision in base rates shall be restricted to 40% of the increase in the WPI. The clause is self explanatory I - ldape e, 00 The possibility of negative inflation (decrease in WPI), wherein the WPI for the subsequent yeai is much less than the WPI for the base year , has not been addressed. There can be three possibilities 1. The change in WPl can be treated as zero. 2. The decrease can be taken as whole i.e. the actual decrease. 3. The decrease can be also restricted to 40% of the decrease in WPI. 6. Schedule R Fee Notification Clause 5, Sub "Applicable Rate" Base Kindly provide clarification as to which interpretation is to be considered Kindly define "Applicable Base Rate". The clause is self explanatory L

26 I 7. clause (2) Schedule R Fee Notification It says that... Fee collection at new toll plaza (km ) shall start from the date of completipn six laning of the entire project highway... while clause 3 (2). Levv of fee - 11) savs that... The collection of fee levied unde'r sub-rule (1) of Rule 3, shall commence within forty- five days from the date of completion of the section of national highway, permanent bridge, bypass or tunnel, as the case may be, constructed through a public funded project.., The clause is self explanatory 1 - laa cr Schedule R Schedule R Schedule V Fee Notification Fee Notification Substitution Agreement These two statements are contradictory, please clarify Schedule R is at variance at Schedule C as the schedule does not mention of Toll Plaza at Ch where we are allowed to collect fees at COD. R should be modified to correct this aspect. Please provide toll rates (both unit rates and applicable distances) for toll to be charged during construction period - toll plaza wise. Reference to Senior Lender should include reference to Sub-debt lenders as well. This will provide substitution benefit to sub-debt lenders, to be executed along with Senior Lenders. This will bring down cost of the subdebt which will eventually reflect in higher bids (higher revenue share1 lower grants) by the Please refer Addendum The clause is self explanatory No change,h"

27 RFP Volume Ill: Schedules Si. No 1 Part & Clause No. Schedule - B. Appendix - Subject / Issue As per Document Widening of slab culverts Widening of ROB'S Queries A large number of slab culverts are to be widened. Schedule indicates widening by slab. Can we have the option of widening by RCC Box? Seven ROB'S are to be widened by 4m to 4.5m. These are slab and girder bridges. NHAI is to provide approved GAD of the ROB. Please let us know the status of Reply Yes. Concessionaire can adopt alternative design as per Manual. Proposal for GAD is being submitted to Railways Authority. + r-. d (S Schedule - C, (Item2d) Schedule - B, Appendix - BXVI Schedule - B, Appendix - BXVII Schedule - B, Appendix - BXVII Volume - 111, Schedule - B, - Foot over bridges Minor Bridge Grade Separators Grade Separators Proposed ROW (in meter) 60., GAD approval of these ROB'S. - Foot over bridge and pedestrian underpass are provided in schedule C item (2-d) width of Foot over bridge and Pedestrian underpass be indicated or a GAD be given For a Minor having a 11.2m span, steel plate girder is proposed. Can we have the option of change the type. For 4-lane GS & viaduct only 18.2m width has been given, no typical Cross section has been provided for same. Can we assume like (8.5 CW M CW), if not then please clarify. In all 17 Gs the. proposed foundation given in Schedule -B are both Opeflile. Please clarify the one to be adopted. Annex - I of Schedule - A provides the details of existing ROW, It is noticed that in many places existing ROW is more than 60m. We presume that proposed 60m - 2,00 m clear width for Foot over bridge and width of pedestrian underpass shall be as per Manual. The is an ROB and Concessionaire may change the girder subject to the approval of GAD from Railways. Yes. Concessionaire can use but should not deviate from the manual specifications. Pile foundation may be provided. The ROW required to accommodate all the features of road as Per the specificationfdesign will be

28 Part & Clause No. Subject / Issue As per Document Volume - 111, This table mentions the existing Schedule - ROW on LHSIRHS of ECL. It is A, Page observed that in many locations 24 ROW available in one particular side is much more than what is I available on other side. Volume - 111, I Total length of Rigid pavement Schedule - I is 53910m Volume - 111, Table 11.1 proposed a minor Schedule-B, bridges on service roads at Appendix - chainage existing bridges to accommodate Queries is the minimum ROW NHAI commits to handover. Further please clarify that the ROW required to accommodate all the features of road (in case if 60m is not sufficient) as per the specification/design will be provided by NHAI at his own cost. You are aware that the project is requiring concentric widening all along the length, we presume that ROW on either side of ECL is being acquired to suit the cross sectional requirement of 6 laning. Kindly confirm. Reply provided by NHAI at ow cost. It is confirmed that necessary additional land as per requirement is being acquired Please confirm the widening requirement I Typical cross section for Rigid in such location. Also please provide.the pavement widening is bekg design details and design life of such provided. The design life of rigid pavement. Further the type of cross pavement may be taken as per section suggests asphaltic overlay for Manual specification. entire road, is it applicable for rigid pavement as well? Please prov,ide the pavement composition of existing main carriageway aqd for existing service roads. Schedule - A doesn't show any structure There is no miqor bridge at at this location for main carriageway, chainage Please refer please confirm. revised schedule A. Please clarify. The existing bridges have sufficient width and shall not be widened by 2 lanes. However

29 I - Si. No Part & Clause No. Volume - 111, ule - B, Appendix - Subject / Issue As per Document 2lane traffic. However width mentioned for structure , etc have the width sufficient to meet this requirement. Table 13 provides the improvement details of existing ROB'S. details of ROB'S no & are missing in Table - 7 of Schedule - A. Please clarify. Queries Reply new 2 lane bridges shall be provided for service road as per Table The ROB no & no are in the same approach and both are indicated in the same serial no and they should be widened to 6 lane with proper rehabilitation and repair. Similarly ROB no & are in the same approach and both are indicated in the same serial no and they should be widened to 6 lane with proper rehabilitation and repair. Please refer revised Scbedule A and Schedule B. a 'd m 13 Volume - 111, Schedule - B, Appendix - BXIII 14 Volume - 111, Schedule - B, Appendix - BV 5 Volume - 111, Schedule - B, Appendix - ROB's at chainages , & are having service road 5 Major intersections - a flyover is proposed at chainage , but same is not included in the list of major intersection. Table 7.2 provides the details of proposed overpasses. Please clarify if it is required as in ROB locations due to high embankment sufficient ROW may not be available Please clarify if development of this intersection is not required. Please confirm if sufficient ROW is available in the cross roads to accommodate the overpass and its The service roads shall be terminated at ROB locations and revised location has been be indicated in revised Schedules. The Major intersection at chainage has been included in the revised Schedules. The Land acquisition is under progress for overpass locations and sufficient land will be

30 I si. I No 1 Part & Byye No. 16 Volume - 111, Schedule - B,, Appendix - CAI, I : BVIII Schedule - B, Appendix - Appendix BVII and Sch-B Appendix BI Sch-B' Appendix BI Subject I Issue As per Document Queries approach roads. Kindly provide the ROW details of cross roads at all overpass locations. Table 8.1 provides the details of Table 8 of schedule - A provides the proposed VUP's, a note is,details of VUP at ch.l30+250, please mentioned that existing clarify? underpass at km shall be retained with widening to six lane. Table 1.3 mentions chainages of We observed that none of the flyovers are high embankment (approaches to I covered in the mentioned chainages. Please check and clarify. Grade Separator's / Underpasses I Bridges I ROB's) Project Highway start chainage is used as krn in the definition and as km in Sch A, C1 1. Appendix BVII of Schedule B - Sl.no. 17 of Details of proposed Flyovers, mentions Flyover at Ch Whereas as per, Sch-B Appendix BI Cross Section Type Along Project Please clear the discrepancy in start chainage of the Project Highway Corridor, End Chainage - is given - as S1.No. 63 of Sch-B Appendix I Kindly confirm the exact length - or rectify BI Cross Section ~ ~ l~ o n the e ~ discrepancy. - Proiect Corridor mentions I Kindly confirm the project end chainage and also whether the construction of flyover at Ch is in the scope and if so what length of approaches towards Agra side. The existing vehicular underpass is at chainage and shall be widened to 6 lanes. Please revise schedule 'B'. Underpasses / Bridges 1 ROB's have high embankment and chainages has been indicated in and the flyover at km is included in the scope I of work. - Please refer revised schedule 'B'.

31 Part & Clause No. Sch-A Annex [ No. 4 Sch-A Annex 1 No. 8 Sch-B Appendix BXI 11.1 and Sch-A Annex INo. 10 Sch-B Appendix subject 1 Issue As per Document Actual calculated length is Km. Kindly confirm the exact length or rectify the discrepancy. Sch-A Annex I No. 4 Service Road, Total length of Service Roads on both sides given as km. but Actual Calculated Length from the same table is km. Kindly rectify the above discrepancy. Sch-A Annex I No. 8 vehicular underpass, VUP shown at Ch But No Existing VUP is shown in Strip Plan as per Appendix BII of Sch-B. Kindly Confirm whether the VUP exists at Ch Sch-B Appendix BXI 11.1 New Minor Bridges on Service Road, span for Minor Bridge at Ch is given as lx4.6+3x5.0+1x46 m whereas in Sch-A Annex I No.10 Mino] Bridges Span for minor Bridge at Ch is given a: lx4.6+3x5.0+1x4.6 m. Kind11 rectify the discrepancy. Sch-B Appendix BXI 11.1 Nev Minor ~ Ad~es on Service Road Queries 1 & Cindly rectify the above discrepancy. Kindly Confirm whether the VUP exists it Ch Kindly rectify the discrepancy. Kindly clarify whether any minor bridge exists at Ch Reply?lease refer revised Schedule 'B'.

32 3 _ ICI. W Si. - No Part & Clause No. BXI 11.1 and Sch-A Annex INo. 10 Sch-A I No. 6 Sch-B Appendix BVIII Sch-A Annex I No.7 Subject / Issue As per Document Minor Bridge at is given whereas in Sch-A Annex I No. 10 No Minor Bridge at is shown. Kindly clarify whether any minor bridge exists at Ch Sch-A Annex I No. 6, Flyovers, Existing Flyover at is mentioned. No Widening 1 Repair 1 Rehabilitation measures are mentioned for the flyover. Kindly confirm whether any Widening I Repair I ~ehabilitation measures are to be carried out. Sch-B Appendix BVIII Details of proposed vehicular Underpass, "the existing underpass at Km shall be retained with widening to six lane". But no Underpass is shown in Sch-A Annex I No. 8 Existing vehicular Underpass at Kindly confirm whether any underpass exists at Km Sch-A Annex I No.7.Railway Over Bridges, Existing RUB at Ch is mentioned. No Widening I Repair I Rehabilitation measures are. Queries Kindly confirm whether any Widening 1 Repair 1 Rehabilitation measures are to be carried out. Kindly confirm whether any underpass exists at Krn Kindly confirm whether any Widening 1 Repair 1 Rehabilitation measures are to be carried out. L Reply revised schedule. RehabilitationIRepair should be carried out for the existing flyover at km The existing vehicular underpass is at chainage and shall be widened to 6 lanes. RehabilitationlRepair should be carried out for the existing RUB at krn Please refer revised Schedule 'B'. + E,.Y

33 Part &, * Sch-A Annex 1 No. 4 and Annex I of Subject 1 Issue As per Document mentioned for RUB. Kindly confirm whether any Widening / Repair 1 Rehabilitation measures are to be carried out. Sch-D Annex I No. 2 Deviations from Manual, Width of Earthen Shoulder is mentioned as 1.5 m. whereas In Sch-B Appendix B1 No 1.1 tentative Cross Sections, width of Earthen Shoulder is shown as 2 m. Kindly confirm the width of earthen shoulder. Existing Service Road details are provided in Annex I No.4 of Sch-A. However as per Appendix BI No I.2 mentioning the cross sections types along tht project corridor provides cross section without service road (Type IV) in areas where service road already exists. Kindly confii whether the existing service road to be dismantled and removed or rectify the discrepancy. This clause mentions "High Yield Strength Deformed (HYSD) reinforcing bars of S 415 grade conforming to IS: 1786". For new structures, span Kindly confirm shoulder. Queries the width of earthen Kindly Clarify whether,the existing Service road to be dismantled or retained. ' Kindly modify this clause to allow the concessionaire to also use Fe 500 grade steel as Maia manufacturers have discontinued production of Fe Please clarify Reply Earthen shoulder width shall be considered as 1.5m instead of 2m. During widening existing service roads will be dismantled to accommodate additional lane. The Fe 500 grade steel may be used in consultation with IE subject to the condition that the strength of Fe 500 must not be less than the strength of Fe 415 The proposed span arrangements

34 Part & Subject 1 Issue As per Document arrangements and structure type has been mentioned. Under provisions of DBFOT, bidder is given design freedom. Please clarify whether the proposed span arrangements and structure types are tentative and the same can be changed In S1 Nos 3 to 12 of scope of improvement of existing minor bridges, in details of rehabilitation there is mention that widening shall be done on outer side to accoinmodate 3 lanes. However in details of widening, the same is proposed to accommodate 2 lanes. Queries P1. provide the extent of widening required for both LHS & RHS side minor bridges separately (both total width required and widening width on both LHS & RHS) Reply and structure types may be finalized with better gltemative i~ consultation with IE subject.to the condition that total length of linear waterways shall not be less than the proposed provision of Schedule 'B'. be done on outer side as per manual to accommodate 3 lane traffic on each side.

35 - E -" 1 I - Six Lanina of Delhi-Aara section of NH-2 from Km to Km ILenath-Km ) in the States of HarvanalUttar Pradesh REPLIES TO QUERIES RAISED SECOND TIME The specific issues referred to by the bidders in the pre-bid have been identified and replied to as under: rates as prevailing today. Please Clarify. existing service roads consultation with Independent Kindly provide the cross Section for Rigid Pavement Engineer. Widening, as the same has not been provided. 3. RFP Bid due date Due to extreme weather conditions this year we The bid due date has been could not complete the field ~nvestigations necessary to arrive the final numbers of financial bid. Further, extended up to (1100 hrs) and RFP documents may be

36 Schedule B Schedule B we are evaluating the RFP as per the latest amendments in consultation with our partnering firms, who are seeking more time. Hence, in view of the above, we once again request you to extend the due date for submission of RFP till 23'(] March, To refresh, Vide the letter under reference (Ref I) above our consortium "OHL Concesiones SI & CTIPL" has been pre-qualified to participate in the further bidding of subject project and were issued RFP documents on payment of requisite fee. We have also attended the Pre bid meeting held at 1100 hrs on in NHAl office, ~ e Delhi. w Point no 11- Reply to queries mentions that the existing minor bridges at km , etc, have sufficient width and shall not be widened by 2 lanes. However, Schedule B Appendix 8x1- Table 11.2 mentions that LHSIRHS bridges shall be widened on leftlright side respectively to accommodate 2 lane Carriageway, Also the details of rehabilitation, mentions that the existing bridge shall be widened on the outer side to accommodate 3 lane carriageway (11.5n). These are contradictory of each other. Kindly clarify on the exact scope of work. Point No Reply to queries mentions that ROB no and are in the same approach and both are indicated in the same serial number. However, the schedule B- Appendix BXlll mentions only about ROB no Kindly clarify the scope of works. purchased up to minor bridges shall be widened as mentioned in Table 11.2 of revised schedule 'B'. Please refer revised Schedule 'B'.

37 Addendum Issued km to km 2W.000 (Length - km ) in the Stote of Horyono/Uttor...~~

38 File No. NI-IAIOJHDP-VIMC-II/Concessionairel04 Most Immediate Date: To Sub: As per the list (Pre-qualified Bidders who have purchased RFP documents for Delhi-Agra project) Six laning of Delhi-Agra Section of NH-2 from km to on DBFOT (Toll) basis under NHDP V in the State of Haryana & Uftar Pradesh - Extension of bid due date reg. Sir, With reference to pre-bid meeting held on , the bid due date of 2 Delhi-Agra Project is hereby extended up to (11.00 hrs) from (11.00 hrs). Encl: List of Applicants.. Yours faithfully, (H N Mallick) General Manager (UP &UKD)

39 - f Pre-qualified Bidders who have purchased RFP documents for Delhi-Agra project: S. No ' Name of the AppIicant Plus Expressways Berhard OHL Concessiones SL - Carretera Transport Infra (P) Ltd - Cqnsortium GVK Developmental Projects (P) Ltd. - Punj Lloyd Infrastructure Ltd. - Consortium Larsen & Toubro Ltd. Reliance Infrastructure Ltd. /'

40 File No. NHAIINHDP-V/MC-IIIConcessionairel04 To Most Immediate Date: As per the list (Pre-qualified Bidders who have purchased RFP documents for Delhi-Agra project) Sub: Six laning of Delhi-Agra Section of NH-2 from km to on DBFOT (Toll) basis under NHDP V in the State of Haryana & Uttar Pradesh - Addendum reg. Sir, Please refer to your letters. forwarding therewith queries on.the bid documents and pre-bid meeting held on for the work mentioned above. 2.. The necessary amendments to the RFP (Volume I), DCA (Volume-11) and - Schedules (Volume-111) as per replies given to the pre-bid queries have been made and incorporated in the bid document through issuance of Addendum which is enclosed herewith being an integral part of RFP. Bidders are therefore, required to consider the Addendum before submission of their BOT bid proposals..i 4. All the changes suggested in queries which are not included in the addendum may be treated as unacceptable. The replies to the pre-bid queries are also enclosed herewith for your reference. 5. We hereby invite you to submit the Bids for Six laning of Delhi-Agra Section of NH-2 from km to The last date for submission of bid for the project mentioned above has already been extended up to (11.00 hrs) from (11.00 hrs). Encl: (i) Addendum at Annexure 'A'. (d Replies to pre-bid queries at Annexure 'B'. Yours faithfully, (H N MaIlicu General Manager (UP &UKD)

41 f Pre-qualified Bidders who have purchased RFP documents for Delhi-Agra - project: S. No Name of the Applicant Plus Expressways Berhard OHL Concessiones SL - Carretera Transport Idra (P) Ltd - Consortium GVK Developmental Projects (P) Ltd. - Punj Lloyd Inkastructure Ltd. - Consortium Larsen & Toubro Ltd. Reliance Infrastructure Ltd. * 6'

42 Nat~onal H~ghways Authority of lnd~a Request fof Proposal - Bid Document Six laning of Delhi-Agra Section of NH-2 from km to in the States of HaryanalUttar Pradesh on DBFOT (Toll) basis under NHDP V -$. Addendum 2 VOLUME I: INSTRUCTIONS TO THE BIDDERS (1) The Clause as given below shall be inserted after Clause of RFP (Volume I): " (i) A Bidder shall not be eligible for bidding hereunder if, as on bid due date, the Bidder, its Member or Associate was, either by itself or as member of a consortium ' has been declared by the Authority as the Selected Bidder for undertaking 3 (three) or more projects and the bidder is yet to achieve financial close. A bidder shall be considered as declared Selected Bidder for the projects of NHAI, where the LOA has been issued (ii) The Concessionaire shall engage only such EPC Contractors for execution of.i the work who have experience of at least one single completed hghway work of value at least 20% of the Estimated Project Cost in the preceding 5 years. An undertaking to this effect shall be provided by the concessionaire along with the EPC Project Agreement Document"... Six laning of elh hi-~gra Section of ~+J&&JJBF~T Basis under NHDP v in Haryanettar Pradesh Page No. 1

43 --J CORRIGENDUM-I1 RFP for Six - laning of Delhi - Agra section of NH-2 from km to km {Length- km ) in the State of Haryana/ Uttar Pradesh to be executed as BOT (Toll) on DBFO Pattern under NHDP Phase - V Project- The modified schedule is as follows: Last date for submission of the RFP has been extended from to For details please see NHAI website: (http//

44 1 I zee;dified schedule is as follows: -. a) Date of purchase of Bid documents is up to ISD on b) Last date for submission of the RFP has been extended from to upto ISD. 1 I For details please see NHAl website: (http//unuwnhai.org). +

45 NIim.4 Hlghways Authority of India Request for Proposal - Bid Document -9' Su laning of Delhi-Agra Section of NH-2 from km to jn the States of HaryanalUttar Pradesh on DBFOT (Toll) basis under NHDP V Addendum S.No Contents Particulars Addendum for RFP Volume I (Instruction to Bidders) Addendum for RFP Volume II (Draft Concession Agreement) Addendum for RFP Volume 111 (Schedules) Page No Six laning of Delhi-Agra Section of NH-2 on DBFOT Basis under NHDP V in HaryanalUtIar Pradesh Page No. 1

46 Natlonal H~ghways Author~ty of India Request for Proposal - Bid Document VOLUME I: INSTRUCTIONS TO THE BIDDERS -k 1. Para 1.1.1, Background: The table showing the Project details shall be read as given below : 6' Name of the Highway Six Laning of Delhi - Agra Section of NH- 2 fiom km to krn (Length - km ) in the State of Haryana/Uttar Pradesh under NHDP Phase V as BOT (Toll) on DBFO Pattern Length (in Km) Estimated Project Cost (In Rs. cr.) ' Instead of a Name of the Highway Six Laning of Delhi - Agra Section of NH- 2 from km to krn (Length - krn ) in the State of Haryana/Uttar Pradesh under NHDP Phase V as BOT (Toll) on DBFO Pattern Length (in Km) Estimated Project Cost (In Rs. cr.) ?- 6' 2. Ending Chainage of Project Highway: The ending chainage of Project shall be read as "200.00" instead of " ". 3. Length of Project Highway: The length'of Project highway shall be read as " kmn instead of " ". 3. Para 1.3, Schedule of Bidding process: The table for Schedule of bidding process shall be read as given below : 6' Event Description Date of Issue of RFP Last date for receiving queries Pre-Bid meeting Authority response to queries latest by I Date (11.00 Hrs)

47 National Highways Authority of Inda Request for Proposal - Bid Document J Opening of Bids Letter of Award (LOA) Validity of Bids Signing of Concession Agreement On Bid Due Date Within 30 days of Bid Due Date 120 days of Bid Due Date Within 45 days of award of LOA Instead of Event Description Date ( Date of Issue of RFP I Last date for receiving queries Pre-Bid meeting Authority response to queries latest by d' Bid Due Date Opening ofbids Letter of Award (LOA) I On Bid Due Date Within 30 days of Bid Due Date Validity ofbids 120 days of Bid Due Date Signing of Concession Agreement Within 45 days of award of LOA

48 Natronal H~ghways Authur~ty of lndla Request for Proposal - Bid Document VOLUME 11: DRAFT CONCESSION AGREEMENT L 1. Concession Agreement: The recital 'A' and 'By shall be read as given below :. "(A) (B) The Government of India had entrusted to the Authority the development, maintenance and management of National Highway No. 2 including the section from km to km (approx km). The Authority had resolved to augment the existing road from krn to km 200.0O(approximately km) on the Delhi-Agra section of National Highway No. 2 (hereinafter called the "NH -2") in the state of Haryana and Uttar Pradesh by Six-Laning thereof on design, build, finance, operate and transfer ("DBFOT) basis in accordance with the terms and conditions to be set forth in a concession agreement to be entered into7'. Instead of "(A) The Government of India had entrusted to the Authority the development, maintenance and management of National ~ i ~ h No. w a 2 ~ including the section from km to km (approx km). (B) The Authority had resolved to augment the existing road from km to km (approximately km) on the Delhi-Agra section of National Highway No. 2 (hereinafter called the "NH -2") in the state of Haryana and Uttar Pradesh by Six-Laning - thereof on design, build, finance, operate and transfer ("DBFOT) basis in accordance with the terms and conditions to be set forth in a concession agreement to be entered into." L - 2. Ending Chainage of Project Highway: The ending chainage of Project shall be read as '200.00" instead of " ". 3. Length of Project Highway: The length of Project highway shall be read as " km" instead of " ". 4. Article 48, Definition: The definition of Project Highway shall be read as given below : "Project Highway" means the Site comprising the existing road comprising NH-2 from km to km and all Project Assets, and its subsequent development and augmentation in accordance with this Agreement; Instead of "Project Highway" means the Site comprising the existing road comprising NH-2 from km to km and all Project Assets, and its subsequent development and augmentation in accordance with this Agreement; --.,- - Six laning of Delhi-Agra. - Basis under NHDP V in HaryanaIUttar Pradesh

49 Nat~onal Highways Authority of lndla Request for Proposal - Bid Document VOLUME Ill: SCHEDULES 9 1. Schedule 'A': The Schedule 'A' earlier issued with RFP stands modified and revised Schedule 'A' is enclosed herewith at Annexure '1'. 2. Schedule 'B': The Schedule 'B' earlier issued with RFP stands modified and revised Schedule 'B' is enclosed herewith at Annexure '11'. 3. Schedule 'R': The para 4 of Schedule 'R' shall be read as given below: "The fee levied and collected hereunder shall be due and payable at the following Toll Plazas for the distance specified for each such Toll Plaza: S. No. Plaza (chainage) payable ----A Remarks Fee collection shall be started on or after completion of Six taning The fee collection at existing toll plaza location (@ km 74) shall commence from COD whereas fee collection at new location (@ km 94) shall commence after completion of 6 laning and fee collection at existing toll plaza location (@ km 74) shall cease The fee collection shall commence from COD Instead of "The fee levied and collected hereunder shall be due and payable at the following Toll Plazas for the distance specified for each such Toll Plaza: Location of Toll Plaza Length (in km) for which Fee is

50 National H~ghways Anthonty of lndia Request for Proposal - Bid Document I I A I i Ending Chainage of Project Highway: The ending chainage of Project shall be read as '200.00" instead of " ". 5. Length of Project Highway: The length of Project highway shall be read as " km" instead of " ".

51 s ', L >L t /.,I 8 *,!L P il Six laning of Dafhi-Agra Secticn of NH-2 from krn to 2iaO.G!J Har'yanalUttaf Pradesh on DBFOT (Tolt) basis under NHDP V Addendum 3 VOLUME 111: Schedules ir; the States of (1) The Scheduie 'E' as given below shall bc in'serted in the Schedules after 1 Applicable Permits APPLICABLE PERMITS 1.1 The Co~lcessionaire shall obtain, as req~iired under the ApplicttbIe Caws, the following ' ApplicabG Permits on or before the Appointed Date, save and except to the cxtent of a waiver granted by the Authority in accordance with Clause ofthe Agreetnent: r (a) (b) - (c) (d) (e) (f) (g) Permission of the State Government for extraction of boulders fro111 quarry; Permission of Village Panchayat and Polliltion Control Board fo~ installation of : l crushers; Licence for usc of explosives; Per~nission of the State Government for drawing water fso~n rivertrescrvoir; Licence from Inspector of factories or other competent authority for setting up Batching Plant;,, Clearance of Pollution Control Board for setting up Batctiing PIo!lt; Clearance of Village Panchayats and Pollution Control Board for Asphalt Plant; I (h) Permission of Village Panchayat and state Government for borrow earth;. (i) (i) Permissioll of State Government for cutting of trees; and Any other permits or clearances requirtd under Applicable taws. 1.2 Applicable l'ermits :..

52 dlaning of Delhi-Agra Section of MH-2 an DBFOT basis under NHDP V in the State of Haryana & UP. L - 1. Bid document-volume-11-draft Concession Agreement (DCA) Article 25 clause 25.2 Add the following foot note at the end of page 77. "Note: Government may consider higher equity support in exceptional cases" -

53 A' 6-laning of Delhi-Agra Section of NH-2 on DBFOT basis under NHDP V in the State of Haryana & UP. Volume I: Instructions to Bidders The following para shall be inserted below first para of (Addendum 2) clause (i) of RFP(Vo1ume I) "The financial close shall be deemed not to be pending if the applicant has executed the Financing Agreements and delivered to the Authority 3 (three) true copies thereof, duly attested by a Director of the. Concessionaire and 3 (three) true copies of the Financial Package and the Financial Model, duly attested by a Director of the Concessionaire, along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Senior Lenders as stipulated in clause of the MCA. i The Concessionaire shall also be required to submit an affidavit that any change in the financial documents or security conditions, as may be required by NHAI, shall be incorporatedn.

54 ~~~~-~/~~-11/~oncessionaire/04 Dtd To As per list.l-. (Pre-qualified Bidders who have purchased RFP documents for Delhi-Agra project) - Sub: Sir, Six laning of Delhi-Agra Section of NH-2 from km to on DBFOT (Toll) basis under NHDP V in the State of Haryana & Uttar Pradesh -Addendum -6 reg. With reference to RFP including DCA and Schedules and addendum 1, addendum 2, addendum 3, addendum 4 and Addendum 5 issued by NHAI, the following addendum 6 is issued as per provisions of RFP of above project. s Clause I Article Clause 2.1.I 8 (i) of Volume I Clause (ii) of Volume I Append~x-I, Letter compr~sing the O Volume I Addendum 6 As modified The Clause stands modified as under "A Bidder shall not be eligible for bidding, if, (i) For projects with TPC less than Rs.3000 crore, as on Bid Due Date, the Bidder, its Member or any Associate, either by ifself or as member of a Consortium has been declared by the Authority as the Selected Bidder for undertaking 3 (three) such projects and the bidder is yet to achieve Financial Closure. (ii) For projects with TPC in excess or equal to Rs.3000 cmre, a bidder shall not be eligible for bidding if, as on Bid Due Date, the Bidder, Its Member or any Associate, either by itself or as member of a Consortium has been declared by the Authority as the Selected Bidder for undertaking 2(*o) such projects and the bidder is yet to achieve Financial Closure. Subject, however, to the provision that total number of projects under (i) 8 (ii) above for which the bidder is yet to achieve financial closure shall not exceed 3 (three). A Bidder shall be considered as a Selected Bidder for the projects of NHAI, where the Letter of Awards (LOA) have been issued." The Clause stands modified as under: "Applicant / Consortium would provide an undertaking to NHAI that the EPC works of the project would be executed only by such EPC contractors who have completed at least a single package of more than 20% of the TPC or Rs.500 Cr, whichever is less." Add an add~tional Para In Appendix-l as Para No.31 as under: "31. (a) The PC contractor/s who would be executing the EPC works of the Project are,, and it is confirmed that these contractors meet the minimum c"terion se;out in Clause (b) of RFP for this project. (b) It is irrevocably agreed that the value of any contract for EPC works awarded shall not be less than 20h of the TPC or Rs. 500 Cr, whichever is less. (c) It is also agreed that any change in the name (s) of EPC contractor(s) would be with prior consent of NHAI. We agree that NHAI shall grant such permission only and only if the substitute proposed is of the required technical capability as applicable.' Yours faithfully, (H N Mallick) General Manager L,- *, *

55 2' project: Pre-qualified Bidders who have purchased RFP documents for Relhi-Agra S. No ' Name of the Applicant Plus Expressways Berhard OHL Concessiones SL - Carretera Transport Infra (P) Ltd - Consortium GVK Developmental Projects (P) Ltd. - Punj Lloyd Infrastructure LM. - Consortium Larsen & Toubro Ltd. Reliance Infrastructure Ltd... i

56 Nahonal Highways Aulbonty of India Request for Proposal - B I Document ~ Six laning of DelhiAgra Section of NH-2 from km to in the States of HaryanalUttar Pradesh on DBFOT (Toll) basis under NHDP V,L Addendum- Vll S.No Contents Particulars Addendum for RFP Volume I (Instruction to Bidders) Addendum for RFP Volume II (Draft Concession Agreement) Addendum for RFP Volume Ill (Schedules) Page No ~ Qix laning of DelhiiAgra Section of NH-2 on DBFOT Basis under NHDP V in HaryanaRlttar Pradesh

57 Natlonal Nghways Authonty of India Request for Proposal - Bid Document - r VOLUME I: INSTRUCTIONS TO THE BIDDERS Para Backaround: - The table showing the Project details shall be read as given below : Name of the Highway Six Laning of Delhi - Agra Section of NH- 2 from km to km (Length - km ) in the State of HaryanaAJttar Pradesh under NHDP Phase V as BOT (Toll) on DBFO Pattern Length (in Km) Estimated Project Cost (In Rs. cr.) ' $ 'I Instead of Name of the Highway Six Laning of Delhi - Agra Section of NH- 2 from km to km (Length - km ) in the State of HaryanaAJttar Pradesh under NHDP Phase V as BOT (Toll) on DBFO Pattern Length (in Km) Estimated Project Cost (In Rs. cr.)

58 Nat~onal H~ghtvays Autbwity of India Request for Proposal - Bid Document VOLUME It; DRAFT CQNCESSION AGREEMENT L 1. Article 48, Definition: The definition of Project Highway shall be read as given below : "Total Project Cost" means the lowest of: (c) a sum of Rs crore-(rupees Two Thousand One Hundred ten Crore ), less Equity Support; instead of (c) a sum of Rs crore (Rupees Two Thousand One Hundred Fifty Seven Crore and Seventy Lakhs ), less Equity Support; P - Six laning of Delhi-Agra Section of NH-2 on DBFOT Basis under NHDP ~'iri ~ar~ina/~ttar Pradesh...

59 National H~ghways Authority of lnd~a Request for Proposal -Bid Document VOLUME Ill: SCHEDULES A 1. Schedule 'A': The Schedule 'A' earlier issued with RFP stands modified and revised Schedule 'A' is enclosed herewith at Annexure 'A'. 2. Schedule 'By: The Schedule 'B' earlier issued with RFP stands modified and revised Schedule 'B' is enclosed herewith at Annexure '6'. 3. Schedule 'C': The Schedule 'B' earlier issued with RFP stands modified and revised Schedule 'C' is enclosed herewith at Annexure 'C' 4. Schedule 'D': The Schedule 'B' earlier issued with RFP stands modified and revised Schedule 'D' is enclosed herewith at Annexure 'D' Six laning of Delhi-Agra Section of NH-2 on D B ~ NHDP V in HaryanaRlUar Pradesh -_. 3

60 Sl.no. 1 Six laning of Delhi-Agra Section of NH-2 from km to on DBFOT (Toll) basis under NHDP V in the State of Haxyana & Uttar Pradesh Addendum -8 clauseiarticle As provided in the documents As modified Anne-1 (Schedule-D) 1 Manual of Specifications and Standards to apply Subject to the provisions of Paragraph 2 of this Annex-I, Six-Laning of the Project Highway shall conform to the Manual of Specifications and Standards for DBFOT Road Projects published by the IRC (An authenticated copy of the Manual has been provided to the Concessionaire as part of the bid documents.) 1 Manual of Specifications and Standards to apply Subject to the provisions of Paragraph 2 of this Annex-I, Six-Laning of the Project Highway shall conform to the Manual of Specifications and Standards for DBFOT Road Projects published by the Ministry (An authenticated copy of the Manual has been provided to the Concessionaire as part of the bid documents.) 2 Appendix BI 1. Cross Sections 1.1 Tentative Cross sections 1.1 Tentative Cross sections Tentative Cross Sections are presented at the end of this documents as Exhibit-1, Exhibit-2, Exhibit-3, Exhibit-4 and Exhibit-5 The cross sections of the road shall be developed in accordance with manual indicated in the schedule D.

61 Six laning of Delhi-Agra Section of NK2 from km to in the States of HaryanalUttar f radesh on DBFOT (Toll) basis under NHDP V Addendum- IX Contents S.No. 1 Particulars Page No. 1 1 Addendum for RFP Volume 111 (Schedules) 1 to 18 Six laning of Delhi-Agra Section of NH-2 on DBFOT Basis under NHDP V in HaryanalUnar Pradesh

62 NatlonaJ fighways Authority of Ind~a Request for Proposal - Btd Document VOLUME Ill: SCHEDULES 1. Schedule 'B': The Annexure 'B' (Revised Schedule 'B') earlier issued with RFP - stands modified as shown below. C- d a Si. No 1 Article[Clau se Annex -I (Schedule- B) As provided in Annexure 'B' 4.4 Servi ce Road Service Roads shall be provided in lengths as indicated in Appendix - BIII As modified 4.4 Sewice Road Service Roads shall be provided in lengths as indicated in Rev-Appendix -BIII. The concessionaire shall complete construction of 7m wide service roads in following locations at 5Ih Anniversary of the project. Chainage S.No I I From (km) To(km) Side Left Side Both Side Both Side Right Side Both Side Right Side Left Side Right Side Both Side Left Side Left Side Both Side Both Side Both Side 1," 2 3 Annex -I (Schedule- B) Annex -I (Schedule- B) 4.7 Grade Separated Intersecti ons The grade separated intersections shall be as provided as given at Appendix B VII Underpasses Underpasses Vehic ular underpass shall be at ~ "-. ~ r DBFOT Bas~s under NHDP V ln Ha~yanaNttar Pradesh L at+x 4.7 Grade Separated Intersections The grade separated intersections shall be as provided as given at Rev-Appendix B MI. The concessionaire shall complete construction of grade separated intersections at locations km , km , km & km , with Six lane facilities at 5* Anniversary of the project. Vehicular underpass shall be provided at location given at Rev-Appendix -BMII. Pedestrian /cattle underpass shall be provlded at location given at Appendix - BIX. The concessionaire shall complete construction

63 National H~ghways Authority of M a Proposal -Bid Document Request for Si. ArticleIClau As provided in Annexure 'B' location given at Appendix - BVIII. Pedestrian /cattle underpass shall be provided at location given at Appendix - As modified of Underpasses at locations km , kn~ , km , km & km , with Six lane facilities at stb Anniversary of the project. 4 ' 8 Annex -I (Schedule- 3) Annex (Schedule--I B) Annex -I (Schedule- B ) Annex (Schedule--I B) Annex -I (Schedule- B) Annex (Schedule--I B) AppendixBl Appendix B"l Appendix BV Append'x 6Vll Append~x BVlll Append'x 11.1 BXl new Minor Brid~es On Service Road (table) Rev-Appendix BI (enclosed) Rev-Appendix BIlI (enclosed) Rev-Appendix BV (enclosed) Rev-Appendix BVII (enclosed) Rev-Appendix BVIII (enclosed) Rev-Appendix BXI (enclosed) 11.1 Construction of new Minor Bridges on Service - ~~~d (table is revised) 2. Schedule 'C': The Annexure 'C' (Revised Schedule 'C') earlier issued with RFP stands modified as shown below. Si. No. 1 2 ArticlelClause Annex -I (Schedule-C) Annex -I (Schedule-C) 6 SL laning of Del '& As provided in Annexure 'C' (d) Pedestrian Facilities (table) (g) TruckLay-byes A truck lay-by is proposed to be constructed one on either side of road at following locations. It shall be constructed in accordance with the Manual of Specifications and Standards. Sr. No. Truck Laybyes Design Chainage Side As modified (d) Pedestrian Facilities (table revised & enclosed) (g) Truck Lay-byes Tbe concessionaire shall complete construction of Truck Laybyes at locations km (RHS), km (Both side), km (LHS) & km (RHS) at

64 Nat~onal Highways Authority of Ind~a Proposal - Bid Document Request For Si. No. ArticleIClause As provided in Annexure 'C' As modified BOTH SIDE LHS RHS 5'b Anniversary of the project. L t n DBFOT Basis under NHDP V in I-hyanaNttar Pradesh

65 Natlonal Highways Authority of India Proposal - Bld Document Request for ndix BI The cross sections of the road shall be developed in accordance with manual indicated in the schedule D. 1.2 Cross Section Type along the Project Corridor A tentative cross section Schedule is given below Y SIX lanlng of Delhl- DBFOT Basis under NHDP V ~n HaryanaRlttar Pradesh

66 Nat~onal H~ghways Authority of lnd~a Proposal - Bld Document Request for NHAI has proposed to upgrade the roads to the following standards: 6-Lane Divided Carriageway: Ch Km to Km Six laning of Delhi- ~ r8 B a sof i s - N H D p v i n Havanalu~rpradesh 5 \ kj:""?.:.$;;-,$.' * --. %>...-. I 507

67 National Htghways Author~ty of Ind~a Proposal -Bid Document Request for 1.3 Typical Cross Sections of High Embankments (Approaches to Grade Separator's / Underpasses /Bridges /ROB'S) SIX lanlng of Delhl-Agra S Bas~s under NHDP Y ln Halya.-

68 Natlonal H~ghways Authority of Ind~a Roposal - Bld Document Request for Six laning of Delhi BFOT Basis under NHDP V in HaryanalUttar Pradesh 509

69 Natlonal Hlghwys Authority of Indla Proposal - Bld Document Request for - /' 2. Details of Sewice Roads Rev-Appendix BIII The Total length of Service road is Kms Six laning of DelhkAgra T Basis under NHDP V in HaryanaIUttar Pradesh - -

70 Natlonal Hfghways Authority of Indn Proposal - Bld Document Request for 3. Major Intersections Rev-Appendix BV 6-Lane Flyover Proposed 4-Lane Flvover Promsed (a0 BFOT Basis under NHDP V in HaryanalUttar Pradesh 10

71 -, 4. Detaib of Proposed Grade Separated Intersections Rev-Appendix BVII

72 d z l3 Nat~onal Highways Authority of Indm Amarpur - Palwal Intersection E.g * ca e;l Sohna Chowk Hodal Chowk Kosi City Goverdhan Chowk Gokul Chowk Mathura Refinery : " M s U Proposal -Bid Document - 2 B c U 0 3 P L e "1 = M - g'g a 8 e & 6 - Lane Flyover (Vc 5.5m) 6 - Lane Flyover (VC Lane Flyover (VC 5.5m) 6'Lane (VC 5.5m) 6 - Lane Flyover (VC 5.5m) 6- Lane (VC 5.5~) 6 - Lane (VC 5.5m) It] 3 Y U 2 s g a g & PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and PileIOpen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation Request for a * e P & 8 z Zf & = c 0 e Ee w u 'S 2 zz * G m-.'w.l Sw lanin!3 of Delhl-Agra Bass under NHDP V ln HaryanaNnar Pradesh ' *

73 / -./ d Z GJ l Nauonal H~ghways Authority of Ind~a t.- * 0 m u 3 Khandari Chowk (Central Hindi Institute) Sultan Ganj Pulia Water Works Chowk 0 Om m.- E m Proposal - BdDocument. The existing flyover at km shall be retained with RepairlRehabilitation. 7.2 Two Lane Over Pass - i? e U.r! * 2 a " h a w 00 $2 a S E & - Lane (VC 5.5m) - Lane (VC 5.5m) - Lane (Vc 5.5m) L" * a U E FJ g ;a 0 P e & PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Centralspan and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation Request for No. 1 2 Location Tarapur Jn. Mathura Cantt - Bharatpur Chainage Proposed structural configuration 2 - Lane Overpass 2 - Lane Overpass Proposed Structure ty Pe Precast PSC T-Girder and RCC deck Slab with Circular Pier and Pile Foundation Precast PSC T-Girder and RCC deck Slab with Circular Pier and Pile Foundation span arrangement, 2 X 30 2x30 Total width of the structure

74 Natlonal H~ghways Authority of In&a FWhd - Bid Docwnent Request for 7.3 Viaduct 6 2 II) c o.-,d z 3 E e a 4.- e a 3 G Q, M.- e a is - a C 50 0 z = - L (P L,. r a m M $G 0 = a 8 e & o 4 * a 0 t 5 % P 0 a a e & 2 z $ G a B C O 2! d E! c " Sikandra fort area 190+6W 192tlW 4 Lane Viaduct IVCS.S m, Precast PSC T-Girder with RCC deck Slab with Circular Pier and Pile Foundation 18.2 Six laning of Delhi-Agra Section of NH-2 on DBFOT Basis under NHDP V in HaryanaRmar Pradesh 14

75 Nataoal Hlghways Authority of lndla Proposal - Bld Dwunml Request for -. r * 5. Details of Proposed Underpasses 8.1 Details of Proposed Vehicular Underpass Rev-Appendix BVIH 6 - Lane Structure (VC 5.5m) RCC T-Giuder and deck 20 X 1 Slab with Circular pier and Open foundation 6 - Lane Structure (VC 5.5m) RCC TGirder and deck 20 X 1 Slab withcircular pier and Open foundation Alapur- Firozepur Intersection ' 6 - Lane Structure (VC 5.5m) 6 - Lane Structure (VC 5.5m) 6 - Lane Structure (VC 5.5m) RCC T-Girder and deck 20 X 1 Slab with Circular pier and Open foundation RCC T-Girder and deck 20 X 1 Slab with Circular pier and Open foundation RCC T-Girder and deck 20 X 1 Slab with circular pier and Open foundation 1 '2 ' Aurangbad Atohan Dighot- 6 - Lane RCC T-Girder and deck 20 X 1 Slab with Circular pier and.. Open foundation Banchari 6 - Lane Structure (VC 5.5m) RCC T-Girder and deck 20 X 1 Slab with Circular pier and Open foundation Chatta- Goverdhan Chowk I I I 6 -Lane I I RCC T-Girder arid deck I I I Structure (VC I 20 X 1 5.5m) Lane Structure (VC 5.5m) 6 - Lane Structure (VC 5.5m) 20 X 1 20 X Lane Structure (VC 20 X 1 Slab with Circular pier and Open foundation RCC T-Girder and deck Slab with Circular pier and Open foundation RCC T-Girder and deck Slab with Circular pier and Open foundation RCC T-Girder and deck Slab with Circular pier and Nari Samari Chaumuha Chatkara Mathura I - Open foundation I I Basis under NHDP V in HaryanaIUttar Pradesh '._ _.

76 ~ i * rl) 12 Nabonal Hlghways Authomy of hdla & a s a.- e c o a ';;;.= $ 2 ~ av 3 e eb & % a Lane Structure (VC 5.5m) Proposal - Bid Document 3 = a 9 2 g a:! g z 2 20 X 1 0 a z $ 0 L E -3 a 2 G RCC T-Girder and deck Slab with Circular pier and Open foundation Request for CI O f 5 5 w a 's w,2 a h: g * B 3' Farah & I Lane Structure (VC 5.5m) 20 X 1 RCC T-Girder and deck Slab with Circular pier and Open foundation 25.2 Raipura Lane Structure (VC 5.5m) 20 X 1 RCC T-Girder and deck Slab with Circular pier and Open foundation 25.2 Runaketa Industrial area The existing underpass at km 103t160 shall be retained with widening to six lane... Six laning of Delhi-Agra -..--/ under NHDP V in HalyanalUttar Pradesh 16

77 Natlonal H~ghways Authority of Indla Proposal - Bid Document Request for

78 Natlonal Hlghways Authority of Indm Request for Proposal - Bid Document (d) Pedestrian Facilities (Annex- I of Schedule 'C') Pedestrian Facilities shall be provided in accordance with the following locations, SI. No. 1 3 Chainage (Km) Location Tikribrahman Construction Stage Pedestrian Underpass School area, Hodal ( Pedestrianunderpass 1 Haryana Roadways Bus Stand, Hodal Pedestrian Underpass School area Dautana village Pedestrian Underpass Nanglagiri Pedestrian Underpass Akrror Inter College K D Dental College and Hospital Pedestrian Underpass Pedestrian Underpass Baad village Pedestrian Underpass Bheem Nagar Pedestrian Underpass Churmura - Siyarpur village area Pedestrian Underpass Note: However Foot Over Bridges shall be constructed at locatwns km , lan , km , km , Ian , km , km & km at 5'Anniversary ofproject. A,; Six laning of Delhi-Agra Section of NH-2 -&is o under NHDP V in HaryanaNttar Pradesh 18

79 Natlonal H~ghways Authority of lndla Request for Proposal -Bid Document n Six laning of Delhi-Agra Section of NH-2 from km to in the States of HaryanalUttar Pradesh on DBFOT (Toll) basis under NHDP V Addendum- X Contents S.No. I Particulars Page No. 1 1 Addendum for RFP Volume 1, (Schedules) 1 to 17 Six laning of Delhi-Agra Section of NK2 - n o under NHDP V in HaryanalUttar Pradesh

80 Natlonal H~ghways Authority ofindla Request for Pmposal - Bid Document VOLUME I: INSTRUCTIONS TO THE BIDDERS * 1. Para 1.1.1, Background: The table showing the Project details shall be read I' as given below : Name of the Highway Six Laning of Delhi - Agra Section of NH-2 from km to km (Length - km ) in the State of Haryanal'ttar Pradesh under NHDP Phase V as BOT (Toll) on DBFO Pattern 'I Length (in Km) Estimated Project Cost (In Rs. cr.) Instead of Name of the Highway Six Laning of Deihi - Agra Section of NH-2 from krn to km (Length - km ) in the State of Haryana~Uttar Pradesh under NHDP Phase V as BOT (Toll) on DBFO Pattern Length (in Km) Estimated Project Cost (In Rs. cr.) t VOLUME 11: DRAFT CONCESSION AGREEMENT 1. Article 48, Definition: The definition of Project Highway shall be read as given below : "Total Project Cost" means the lowest of: (c) a sum of Rs crore (Rupees One Thousand Nine Hundred twenty eight Crore twenty two lakhs), less Equity Support; (c) a sum of Rs crore (Rupees Two Thousand One Hundred ten Crore), less Equity Support; NH-2 on DBFOT Basis under NHDP V in HaryanaNttar Pradesh 1 I

81 Nahonal Highways Authority of lndla Request for Proposal - Bld Document 3 VOLUME Ill: SCHEDULES 1. Schedule 'B': The Annexure 'B' (Revised Schedule '6') earlier issued with RFP stands modified as shown below. Si. No. 1 ArticleIClause Annex -I As provided in Annexure 'B' I 4.4 Service Road Service ~oadshall be provided in lengths as indicated in Appendix -BIU As modified 4.4 Service Road Service Roads shall be provided in lengths as indicated in Rev-Appendix - BIII. Annex -I (Schedule-B) 4.7 Grade Separated Grade Separated Intersections Intersections The grade separated The grade separated intersections intersections shall be as shall be as provided as given at pravided as given at Rev- Appendix B VII Appendix B VII. Annex -I (Schedule-B) Annex ' -I (Schedule-B). Annex -I (Schedule-B) Annex -I (Schedule-B) Annex -I (Schedule-B) Annex -I (Schedule-B) Annex -I (Schedule-B) 4.8 Underpasses Vehicular underpass shall be provided at location given at Appendix -BVIII. Pedestrim /cattle underpass shall be provided at location given at Appendix -BIX. Appendix BI Appendix Blll Appendix BV Appendix BVll Appendix BVlll 11.1 Construction of new Minor Bridees on Service Road (table) 4.8 Underpasses Vehicular underpass shall be provided at location given at Rev- Appendix -BVIII. Pedestrian /cattle underpass shall be provided at location given at Appendix-BIX. Rev-Appendix BI (enclosed) Rev-Appendix BIII (enclosed) Rev-Appendix BV (enclosed) Rev-Appendix B W (enclosed) Rev-Appendix BWII (enclosed) Rev-Appendix BXI (enclosed) 11.1 Construction of new Minor Six laning of D on DBFOT Basis under NHDP V in HaryanalUttar Pradesh '

82 Naoonal H~ghways Authority of lnd~a Request for Proposal - Bid Document 2, Schedule 'C': The Annexure 'C' (Revised Schedule 'C') earlier issued with RFP stands modified as shown below. Si. No. 1 2 ArticlelClause Annex -I (Schedule-C) Annex -I (Schedule-C) As provided in Annexure 'C' (d) Pedestrian Facilities (table) (g) Truck Lay-byes A truck lay-by is proposed to be constructed one on either side of road at following locations. It shall be constructed in accordance with the Manual of Specifications and Standards. As modified (d) Pedestrian Facilities (Rev-Annex- I of Schedule 'C' & enclosed) (g) Truck Lay-byes nil e Sr. No Truck Laybyes Design Chainage Side RHS BOTH SIDE LHS RHS. o f d g n DBFOT Basis under NHDP V in HaryandUttar Pradesh

83 - 1. -~ Cross Sections Nat~onal H~ghways Authority of lnd~a 1.1 Tentative Cross sections Request for Proposal - Bld Document Rev-Appendix BI The cross sections of the road shall be developed in accordance with manual indicated in the schedule D. 1.2 Cross Section Type along the Project Corridor A tentative cross section Schedule is given below -2 on DBFOT Bas~s under NHDP V In HaryanaIUttar Pradesh

84 NHAI has proposed to upgrade the roads to the following standards:... 6-Lane Divided Carriageway: Ch Km to Km FOT Basis under NHDP V in HalyanalUttar Pradesh. i "35 ri w - *

85 National H~ghways Authority of lndla Request for Proposal - Bid Document 1.3 Typical Cross Sections of High Embankments (Approaches to Grade Separator's I Underpasses /Bridges I ROB'S) 9 I to Type -V 10 I to Type -V 11 I to I Type -V to Tv~e -V to Type -V to Type -V to Type -V to Type -V to to to to to Type -V Type -V Type -V Type -V Type -V. Su laning of ~elhl-&\section q2; -- P of NH-2 n DBFOT Bass under NHDP V in HaryanalUllar Pradesh

86 National Hlghways Authority of Indla Request for Proposal - Bld Document a..c-.;'7c-, I.:; f - =,--- I: -,< ' J. \,. 1 < DBFOT Basis under NHQP Y in HavaalUttar Pradesh -' 527 C

87 Nat~onal Hlghways Authority of Ind~a Request for Proposal - Bld Document 2. Details of Service Roads Rev-Appendix BIII The Total length of Service road is Six laning of ~ e l h ~ h g ~ ~ ~ on t i DBFOT ~ ~ obasis f ~ under ~ - 2 NHDP... V in HaryanalUttar Pradesh 8..

88 National Hlghways Authontyof Indla Request for Proposal - B>d Document 3. Major Intersections Rev-Appendix BV \ 6-Lane Vehicular Underpass Proposed 6-Lane Flyover Proposed on DBFOT Basis under NHDP V in HalyanalUttar Pradesh

89 National H~ghways Authority of lnd~a Request for Proposal - Bid Document * - 4. Details of Proposed Grade Separated Intersections 7.1 ; i V1 1 2 FIyovers e.- 0 * 3 2 NHPC Chowk Badhkal lake, Old Faridabad Chowk Ajronda Chowk Bata Chowk Ballabgarh 8 M e - 0 a.s b e - a z 2 s a 8 P PI - Lane Flyover (VC 5.5m) - Lane Flyover (VC 5.5m) - Lane (VC 5.5m) - Lane (VC 5.5m) - Lane Flyover (VC 5.5m) - Lane Flyover (VC 5.5m) Rev-Appendix BVII 8 L * a O E rz g z* a a 2 h PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Gider with RCC deck Slab for end Spans with Circular Pier and PilelOpen Foundation PSC Box Girder for Central span and Precast PSC T-. Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Gider with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and PilelOpen Foundation a - %$ P "E $& 0" % ae t tcr P U 'sg z,a m ;r

90 Nabonai H~ghways Authority of Indra Request for Proposal - Bkd Document

91 Nauonal Eghways Authority of lnd~a Request for Proposal - Bld Document - r, g 4 cn l4 15 l6.d C) a 0 3 Khandari Chowk (Central Hiidi Institute) Sultan Ganj Pulia Water Works Chowk The existing flyover at km shall be 7.2 Two Lane Over Pass P e m c, a L. e = 0 0 a -a h e * a z 2 a 8 2 & - Lane (VC 5.5m) 6 - Lane Flyover (VC 5.5m) 4 - Lane (VC 5.5m) 6 * 0 2.% g 1 0 a e & PSC Box Girder for Central span and Precast PSC T- G i i with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation PSC Box Girder for Central span and Precast PSC T- Girder with RCC deck Slab for end Spans with Circular Pier and Pilelopen Foundation retained with Repair/Rehabilitation. 9; "B Q p t EL 2 $ PI ,, P o 5 * o e 'S g 3 * Y No. 2 Location Tarapur Jn. Mathura Cantt - Bharatpur Chainage 48' Proposed structural configuration 2 - Lane Overpass 2 - Lane Overpass. ' 'Proposed Structure ty Pe Precast PSC T-Girder and RCC deck Slab with Circular Pier and Pile Foundation Precast PSC T-Girder and RCC deck Slab with Circular Pier and Pile Foundation Proposed span arrangement 2x30 2x30 Total width of the structure BFOT Basis under NHDP V in HalyanaIUtlar Pradesh

92 Natlonal HlghwayS Authority of Indla Wxst for Proposal - Bid Documem Six laning of Delhi-Agra C-"- Basis under NHDP V in HalyanaRntar Pradesh...

93

94

95 Nahonal fighways Authority of Ind~a Request for Proposal- Bid Document Rev-Appendix BXI Details of new Minor Bridges and Rehabilitation/Repair/widening Scheme for Existing Minor Bridges 11.1 Construction of new Minor Bridges on Service Road i V L. Q 2 k m Near NHPC Near Swastik Steel Industry Agra Canal Bridge Sarah Rajwale GaneshraNala t l LIM z a.a vr cg Nala Nala Nala Nala Canal Nala Nala n 0 u5.c g{ ; 2gg & m e 3 New 2 Lane (Both Side) New 2 Lane (Both Side) New Lane (Both Side) New Lane (Both Side) New 2 Lane Side) New 2 Lane (Both Side) New Lane (Both Side) 2 m a 8 0,5 a 2 0 & * 2 m RCC T-beam &Slab RCC T-beam &Slab RCC Slab RCC Slab RCC T-beam &Slab RCC T-beam &Slab RCC Slab * g = a2 P n ~ p s g I. O Q 8 $gp 1x20.30 m. 4x2.1 m. " $CI 1~4.6+3x5.0+1~4 6 m. 1x7.0 m. lx10.2+1x x10.2 m. 1~17.2 m. 1x7.6 m. 5; P , Nala New2Lane (Both Side) RCCBox 1x7.1 m Six laning of Delhi-Agra T Basis under NHDP V in HaryanaRlltar Pradesh..

96 Natlonal H~ghways Authority of lndla Request for Proposal -3ld Document (d) Pedestrian Facilities ( Rev-Annex- I of Schedule 'C7) - Pedestrian Facilities shall be provided in accordance with the following locations. SI. No. 1 Chainage (Km) Location Tikribrahman Construction Stage Pedestrian Underpass # 1 v Chunnura - Siyarpur village area Pedestrian Underpass

97 Bid dated 11 May 201 0

98 I CE? Infrastructure Reliance Infrastructure Limited Road Projects Division - 6th floor, 623 Chlntamant Plaza Mohan Studlo Compound, Chakala. Andhen-Kurla Road, Andheri (El Mumbal , Indta a J I Highways Authority of India G - 5 & G - 6, Sector 10, Dwarka, New Delhi FAX No: (1339) Phone: (Extn 2619) Tel Fax www r~nfra com Sub: Bid for Six Laning of Delhi - Agra Section of NH- 2 from km to km (Length - km ) in tile State of Haryanamttar Pradesh under NHDP Phase V as BOT (Toll) on DBFO Pattern. - Coveringletter for submission reg. Dear Sir, A This is in response to the Request for Proposal tendered by National Highways Authority of India for the subject work. L - < -... "~eliance Infrastructure Limited" (formerly Reliance Energy Ltd.:- Please refer to the, copy of Name change certificate issued by ROC attached herewith) a group company of Reliance Anil Dhirubhai Ambani Group (RADAG) is pleased to submit the proposal for the same. We are submitting our proposal in the following mode: 1 1. Envelope 1: BID! 2. Envelope 2: ENCLOSURES OF THE BID I 3. Envelope 3: COPY OF THE DOCUMENTS Looking forward to associate with you on the above Project. Thanking You. For and On behalf of Reliance Infrastructure Ltd. ReqisteW Office Reliance Enerqy Centre Santa Cruz ( 1, Mumbal

99 u w b GOVERNMENT OF INDIA - MINISTRY OF COR~RATE AFFAIRS Regislrar of Cotnpanies, Maharashtra. Mumbai Fresh Certificate of Incorporation Consequent upon Change of Name entity m: ~oe994~~1929~t~15~0. humnwwclmkrewnceweroyummd I hamby Mty m RELIANCE ENERGY LIMITEO IMCII ws origlnsily ln~o~mtsd on FM day of rrnunt*ndred~rnny~n'bohg.ne~rmnpynpr~sdrw~acslwm Suburben EWrlc Supply LlmNed havlng duly pasted tho neceassiy mtdutlon b lenna.of Section 21 cl th, CocrprciaA* 195(1dm.ppmvdolhCenMW0ov.Mnonl@~hmi~h.vbrgbwn~~ unabr~21cl~he&19~.ro~wuioovemmen(dhdls.~dcompvyalloirhaw Npt&IUon Na 0.S.R 607 (E) daled 2IWWlgl)S vid. SRN AW36883 dalod 2WW2008 th. nun clth. changed to RELUNCE MRASTRVCTURE LIMITED and thl. Certlllab k lauud d IhO -Id Acl. Ws Twew EWW day DIM Two Thowand agm ~ ~ * * ~ I ~ ~ n i l ~ : MIlnOWmuuwmad.nkbk~ R W ~ ~ ~ ~ ~ C O ~ ~ ~ U I W : REUANCE WRA~TRUCTURE L I ~ O PIER(KY-6 ~ ~ A C R (E), U Z - Wtwl-40QObS..- ror RELIANCE (SHRIRAM MOTVUM MINMNE) mm~~~epu~y~e~fslrardca;lpabs' -?M Maharashtra. Mumbal, i '- 540

100 NCC? Infrastructure APPENDIX - I Letter comprising the Bid Reliance Infrastructure Limited Road Projects Dlvislon 6th Floor, 623. Ch~ntaman~ PLaza Mohan Studio Compound, - Chakala. Andhen-Kurla Road. Andheri (El, Mumba~ Indta Tel Fax: n 26m April Shri. H.N Mallick Generaf Manager (Tech) National Highways Authority of India G - 5 & G - 6, Sector 10, Dwarka, New Deihi FAX No: (1339) Phone: (Extn 2619) A A. Sub: id-for Six Laning of Delhi - Agra Section of NH- 2 from km to km (Length - km ) in the State of HaryanaIUttar Pradesh under NHDP Phase V as BOT (Toil) on DBFO Pattern. Dear Sir, With reference to your RFP document dated , I/we, having examined the Bidding Documents and understood their contents, hereby submit mylour Bid for the aforesaid Project. The Bid is unconditional and unqualified. 2. I/ We acknowledge that the Authority will be relying on the inforniation provided in the Bid and the documents accompanying the Bid for selection of the Concessionaire for the aforesaid Project, and we certify that all information provided therein is true and correct; nothing has been omitted which renders such information misleading; and all documents accompanying the Bid are true copies of their respective originals. h h Registered Office Rebance Energy Centre.

101 *. 7. I/ We declare that: (a) I/ We have examined and have no reservations to the Bidding Documents, including any Addendum issued by the Authority; and (b) I/ We do not have any conflict of interest in accordance with Clauses and of the RFP document; and (c) I/ We have not directly or indirectly or through an agent engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as defined in Clause 4.3 of the RFP document, in respect of any tender or request for proposal issued by or any agreement entered into with the Authority or any other public sector enterprise or any government, Central or State; and (d) I/ We hereby certify that we have taken steps to ensure that in conformity with the provisions of Section 4 of the RFP, no person acting for us or on our behalf has engaged or will engage in 5 1 any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive Practice; and

102 ; with the Application in response to- the RFQ for the, -.. F' -,... ive nor to invite the idd den to Bid for the bility to the Bidders, in accordance with Clause 2.16 of the RFP we/ our Consortium satisfy(s) the Net worth criteria and meet(s) the ed in the RFQ document lare that we/ any Member of the Consortium, or our/ its Associates are not a any other consortium submitting a id for the Project. ense of the community. further certify that in regard to matters relating to security and integrity of the country, - Member of the Consortium or any of oui.1 their Associates have not been charge-sheeted agency of the Government or convicted by a Court of Law. We further certify that no investigation by a regulatory authority is pending either against against our Associates or against our CEO or any of our directors/ managers/ employees. We further certify that we are not disqualified in terms of the additional criteria specified Department of Disinvestment in their OM No. 6/4/2001-DD-I1 dated July 13, 2001, a copy, ich forms part of the RFP at Appendix-V thereof. 5. I/ We undertake that in case due to any change in facts or circumstances during the Bidding SS, we are attracted by the provisions of disqualification in ter idelines referred

103 concession Agreement in respect of Change in Ownership. tion under and in accordance with the RFQ, I/We shall inform the ng with all relevant particulars and the Authority may, in its sole discretion, sortium or withdraw the Letter of Award, as the.case may be. I/Wefurther ement but prior to Financial Close of the Project, it would, notwithstanding I/ We hereby irrevocably waive any right or remedy which we may have at any stage at law or howsoever otherwise arising to challenge or question any decision taken by the Authority in connection with the selection of the Bidder, or in connection with the Bidding Process itself, in respect of the above mentioned Project and the terms and implementation thereof. 20. In the event of my/ our being declared as the Selected Bidder, I/we agree to enter into a Concession Agreement in accordance with the draft that has been provided to me/us prior to the Bid Due Date. We agree not to seek any changes in the aforesaid draft and agree to abide by the same. I/ We have studied all the Bidding Documents carefully and also surveyed the project and the traffic. We understand that except to the extent as expressly setforth in the, A Concession Agreement, w claim, right or title arising out of any documents or

104 ... fa ~arik ~uarantee (strike out whichever is envelope and marked as 'Enclosures of the Bid". nd understand that the Bid is subject to the provisions of the Bidding c and after a careful assessment of the site and all the conditions that may affect the project,. cost and implementation of the project I/ We agree and undertake to abide by all the terms and conditions of the RFP document. 29. I/ We shall keep this offer valid for 120 (one hundred and twenty) days from the Bid Due.. id and -r.-arn.ru.lmm~-r\f -- - (ees wiw require a Grant of RS.~ 80 ~tp.n,r) (Rupees f l. ~WYV,~CP~A ~ e1wh.t~ (*m~ P only) (Strike out whichever is not applicable)] for undertaking the aforesaid Project in accordance with the Bidding Documents and Concession Agreement. =

105

106 Bid Security

107 s Ref:ICICI/CIBDIBBRRO10-11/8G/0393B February 16, TO National Highways Authority of India, C-5 &G-6, Sector-1 0, Dwarka, New Delhi Sub:-Issuance of Bank Guarantee Dear Sir, Please find attached Bank Guarantee issued by us favoring yourselves on behalf of M/s Reliance Infrastructure Limited Reliance Energy Centre, Santacruz (E), Mumbai Details are as under. bank Guarantee No. b Expiry Date Claim Expiry Date Amount of Bank Guarantee * Date of Issue dated Ps. 10,79,00,000/- - We confirm that the officials who have signed the above bank guarantee are authorized to sign such documents on behalf of IClCl Bank Limited. You may verify the genuineness of the guarantee from our bank. Thanking you, Yours faithfullv, *.$ey70itt :* IClCl Bank Limited lclcl Bank Centre 163, H. T. Parekh Marg Backbay Reclamation Churchgate x. +.:.;?.;p 4 c;,;;".. ;. $3 i *.\:''.o, V...?? -.-/:,$\ - '.::+....? 22) Fax :(022) Website Regd. Office : "Landmark"; Race Course Circle, Vadodara Corp. Office : lclcl Bank Towers. Bandra-Kurla Complex, Mumbai , India.

108 /a4-800 Y A... rtrxa ~ ; g FEB mmmmaemmm 11;36 Rso080 'i Oe)/-~85280 STAMP DUW I I MAHARASHTRA I & ( a i / icic1 BANK LIMITED i l?si CENTRE.

109 r 8 office at Reliance Energy Centre, S 9 the "Bidder" which expression 10 include itsltheir ex s), for the Six - Lani to km (Length - km ) in the St be executed as BOT (Toll) rn under NHDP Phase - I 13 Pmject(hereinafter referred to as "the Proje limitation the draft concessio 16 Documents") we IClCl Bank Lt lclci BANK LIMITED t-i -: k t T?E, r tz,l.?ekd t<tiz'g, 8,?FCLL,l.I I" : L~~KCI-IGATE, MUMGAL For lclc Regd. Office: " Landmark", Race Cou corporatecare@icicibank.com S-

110 18 Course Circle, Alkapuri, ~adodara and corpbfit= '&ice d IClCl ~ a"k ~d&$rs, bandrr Kurla Complex,Mumbai (hereinafter refgred-tggs the "Ban 20 Bidder, do hereby in terms of Clause 2.1.7tread with '~ladse of the ~RF$ Document 21 irrwocably, unconditionally and without re 22 fulfillment and compliance of the terms and condition; of the Bidding Docllments (includin 1 23 the RFP Document) by the said Bidder and unc~~ditionally and irrevocably undertake t - 24 forthwith to the Authority an amount OF Rs ~iorss (Rupees Ten crores and Seventy 25 Nine lakhs) (hereinafter referred to as the "Cuarikeg"' as our primary obligation without any - 26 demur, reservation, recourse, contest or protest and 28 the said Bidding Documents Any such written dem 30 due and fait conditions contained in the 33 under this Cu 34 without any reference to the Bidder or any othe '"P'T -..,;t, R r\,nk LIf?TT!;1D!..f-L-ol " CFIJP~LIILJATE, PIU~vlb.i\l - qx:d u,'" h d Olllrt. Lulrurlg R.n Cnrm a&. V Regd. Office: " Landmark", Race corporatecare@icicibank.

111 , ^ * > - 3 re d i A. & * b.- r n,** - -4 j.: : -:* :\ I.,- I ' IClCl Bank bmited. ' (Incorporated in India) ".., 36 Authority stating that the amouniclaimed is due tot$i.kitfioh~'b~ rea>oh of failure- o,. 37 Bidder to fulfilt and comply with the terms aha"t'onditions cdntained in the Bi 38 Documents induding failure of the said Bidder to ke& its Bidopen I 39 period as set forth in the said Bidding ~ocurnintr for any reasdn' whhtsbever. Any / 40 demand made on the Bank shall be conclusive as regards*arnount due and paya 41 Bank under this Guarantee. However, our liability'urrde~this Guarantee shall be restric 42 an mount notexceeding Rs This Guarantee shall be irr 46 i.e We, the 54 be final and binding on us notw '7"" RA h!k LTPnTTFD -. c L 4?..\2C, s..-i~g~te, MUhlt.%l - L S ~ Regd. Office: " Landmark", Race Cou corporatecare@icicibank.com

112 57 the Bidder or the Bank or any absorption, mer algamation of the Bidder or the Bank 58 with any other person In order 61 any way the extend time for ng acceptance of 64 Letter of Aw lance with all or 65 the terms and conditions contain 66 postpone for any ti 67 said Bidder ce or forbear fro 69 Bank shall not be released from its liability u 70 Authority of the liberty with reference to the m 71 given to the said Bidder or any other forbea 72 Authority or any indulgence by the Authority to th r-i-r 1-y-r-y R ~NK t_i?'f 1 i.~ -' I_ *I,, * h -. 'LYfC.LI-*-mw.. h e! CQ2010, Fa ,- Phone :

113 i 73 constitution of the Authority or its absorption 74 person or any other matter or thing.whatso - 75 would but for this provision have the effect of releasingithk Bhk from its sgch Stability Any notice by way of request, demand orcotherwise herbunder shall be sufficiently give 77 or made if addressed to the Bank and sent by co&ler or by registerd mail to the Bank at t 78 address set fotth herein We unde e payment on recei 82 deemed to ha It shall not be 85 the Bank, n 86 the said Bidder or any othe We, the Bank, further undertake nor to revoke this Guaaniee during its currency excep 89 with the previous express consent of the Authoritv in writina. --. r f ~ ~ BANK LIMI i i.3 Regd. Office: " Landmark", Ra corporatecare@iciciba lclc IN BB.- -

114 The Bank declares r &I isiuk- thk ~uar&tee* and disch 91 obligations contemplated here1 ned is duty-aclthsrised and' has full Power ( 92 execute this Guarantee for and on behalf of th I For the avoidance of doubt, the Bank's liability under this Gu res 94 t~ / Rs trorer (Rupees Ten crores and ~eventqhine lakhs).-the I be liable 95 pay the said amount or any part thereof only if the Authority serv& a written claim on th 96 Ban-k in accordanc$with paragra'ph 9 hereof, on or befpj.9 31, ". i 98 l.our liability und 99 crore swenty nine lakhs only) The bank guara Unless 102 liability un 103 Signed and Delivered by the lclcl Bank Ltd. 104 By the hand of Mr./Ms (Signature of the Authorised Signatory) 106 (Official Seal) t ;A.!- :,, ',<-,.- ~: i-;..,.,,... I li -., :!i-t ;:E,,,...,,,:v4.4!.._.. bfi:$r?.(-. 1./ rfq~y Regd. Office: " Landmark", ircle, ~adodara Phone : Fax:

115 Ref:ICICI/CIBD/BBR/ /BG/0393BC March 17,2010 = To NATIONAL HIGHWAYS AUTHORITY OF INDIA G-5 & C-6, SECTOR-1 0, DWARKA NEW DELHl Sub:-Issuance of Bank Guarantee Amendment Dear Sir, Please find attached Bank Guarantee issued by us favoring yourselves on behalf of M/s. RELIANCE INFRASTRUCTURE LTD * Details are as under. bank Guarantee No. 3ate of Issue 0393BG datgd Amendment dated b Expiry Date Claim Expiry Date Amount of Bank Guarantee Rs.10,79,00,000/- We confirm that the officials who have signed the above bank are authorized to sign such documents on behalf of lclcl Bank Limited. You may verify the genuineness of the guarantee from our bank. In case of the invocation of the bank 'guarantee, the original bank guarantee and all subsequent amendments should be submitted at the counters of the branch. Thanking you, Yours faithfullv. lclcl Bank Limited lclcl Bank Centre Regd. Office : "Landmark", Race Course Circle, 163, H. T. Parekh Marg Tel. : (022) Vadodara Backbay Reclamation Fax : (022) Corp. Office : lclcl Bank Towers, Bandra-Kurla Churchgate Website 5 Mumbai , India.

116 This Forms an Integral Part of Bank Guarantee Issued by IGCI Bank Limited 0373 RCfMowL,,o &. Ibloq,(m ~ r n ~ ~ - - t? - &d IN03)rlqi~ r- A

117 Y. lctc1 Bank Limited (Incorporated In India) 1 2 NATIONAL HIGHWAYS AUTHORITY OF INDIA 3 C-5 & G-6, SECTOR-I 0, DWARKA 4 NEW DELHl 5 Amendment to Bank Guarantee No 0393BC Dtd for Rs. 6 10,79,00,000/- 7 At the request Of RELIANCE INFRASTRUCTURE LTD We hereby amend Bank guarantee no ' BG as follows: 9 1.The validity of the Bank guarantee stands extended up to The claim expiry stands extended up to li All other terms and conditions of the original Bank Guarantee remain unchanged This letter forms an integral part of the original guarantee referred ab 13 attached thereto. rr 14 Notwithstanding anything contained herei GopFfj may be kept 15 1) Our liability under this Ban xceed Rs.10,79,00,000/- (Rupees Ten 16 Crore Seventy Nin 17 2) This Bank to )Weshall b amount under this Bank guarantee or part thereof only if we 19 receive a written claim or demand under this guarantee on or before lclcl Bank 20 Limited, lclcl Centre, 163 H.T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai , India. / 22 Place : Mumbai 23 Date : For lclcl BANK LIMITED. 25 Authorised Signatories ICICI BANK LIMITED ICIC-&+,& hce cum 13dr.V , ~ F F f i ~ ~ ~, - - i, l',t L 1 I =GAT:, ;:%;:;-40 Pagelofl Regd. Office: " Landmark", Rac cle, Vadodara Phone corporatecare@icicibank.com SWIFT : lclc IN BB

118 ICICI Bank te: I'IONAL HIGHWAYS AUTHORITY OF INDIA 5 & G-6, SECTOR-10, DWARKA I DELHI IIA 1: Issuance of Bank Guarantee?ase find attached Bank Guarantee issued by us favouring yourselves on behal LIANCE INFRASTRUCTURE LTD-ERST. REL ENR JIANCE ENERGY CENTRE JTACRUZ (E) :ails are as under: ik Guarantee No. & :e of Issue 33BG ed I Expiry Date I Claim Expiry Date Amount of '1 Bank Guarante I INR A A confirm that the officials who have signed the above bank guarantee are :horized to sign such documents on behalf of ICICI Bank Limited. You may rify the genuineness of the guarantee from our bank. case of the invocation of the bank guarantee, the original bank guarantee 1 all subsequent amendments should be submitted at the counters of the branc ~nking you, - ICICI B horized I lclcl Bank Centre - 163, H. T. Parekh Marg Tel. :(022) Backbay Reclamation Fax : (022) Churchgate Webs~te 59 Regd. Office : "Landmark", Race Course Circle, Vadodara : IClCl Bank Towers, Bandra-Kurla Complex, Mumbai , India.

119 This Forms an Integral Part of Bank Guarantee Issued by IC!CI Bani Limited ICICI BANK LII'4ITED i.::.:! -I CE;jTRE, i r;3. ii. 7. PAREKH MARG,.....~ 5.'-.i gecl,~t5.ib?.l-r~i~; '.;r~-.g.. E, %ij~~,q; -.*;~g DZn

120 lclcl Bank Limited (Incorporated in India) 2 National Highways Authority of India, 3 G-5 8 G-6, Sector-10, 5 New Delhi At the request of Reliance Infrastructure Limited, we hereby amend the bank guarantee no BG dated for Rs. 10,79,00, as follows:- 8 1.At Page No.1 Sr.No.11 to KM should be read as KM & Length KM should be read as KM instead of presently appearing in the Bank Guarantee I 10 All other terms and conditions governing the aforesaid guarantee remain unchanged This amendment forms an integral part of the original guarantee referred above and to be kept 12 attached thereto. 13 Notwithstanding anything contained herein above, ) Our liabili upees Ten Crore. 15 Seventy Nin 16 2) This Bank 17 3) We shall thereof only if we 18 receive a wri nd under this guarantee on or before at IClCl Bank 19 Limited, lclcl ay Reclamation, Churchgate, Mumbai , 20 India / 21 Place : Mumbai I 22 Date : For IClCl BANK LIMITED 24 Authorised Signatories, i d. T. PAREKH MARG, ~~,L,..UAY RECLAMATION, :!jupchgate, MUMCSAI Pagelofl R4d. ~(OCI: Ludovk rue con- am E-mul rowraau@u&.nk corn m7.7.. : Oz~zYm10, Fu.-ZY166(. Regd. Office: " Landmar

121 -- AICICI ~ank Ref:ICICI/CIBD/BBW20?0-11IBG Number::O393BG APRIL 21, To, NATIONAL HIGHWAYS AUTHORITY OF INDIA, G-5 & G-6, SECTOR-10, DWARKA NEW DELHI Sub:-Issuance of Bank Guarantee Amendment Dear Sir, Please find attached Bank Guarantee issued by us favoring yourselves on behalf of M/s RELIANCE INFRASTRUCTURE LTD 3' Details are as under. Bank Guarantee No. b Expiry Date Claim Expiry Date Amount of Bank Guarantee Date of lssue BG Number: :03938G lssue Date: R~.10,79,0O,000/ Amendment Date: I - I I I We confirm that the officials who have signed the above bank guarantee are authorized to sign such documents on behalf of IClCl Bank Limited. You may verify the genuineness of the guarantee from our bank... In case of the invocation of the bank guarantee, the original bank guarantee and all subsequent amendments should be submitted at the counters of the branch. Thanking you, lclcl Bank Limited ' lclcl Bank Centre Regd. Office :"Landmark". Race Course Circle, 163. H. T. Parekh Marg Tel. : (022) Vadodara Backbay Reclamation Fax : (022) Corp. Office : lclcl Bank Towers, Bandra-Kurla Churchgate Website Complex, Mumbai , India. \

122 E: -. 2 I 3n i-l) c,: -,,A 4 -.i 0, :: - x 8 % ii) x -2.. C -, 3. %. -2 I2 - - This Forms an Integral Part of Bank Guarantee Issued by ICICI Bank Limited 0' da:03q3 b&oo /D 16/2/20(0 6s-. L

123 , ' /'.. Sr. No. r BAm GUARA lclcl Bank Limited (Incorporatedin India) - 1 To, 2 NATlONAL HIGHWAYS AUTHORITY OF INDIA, 3 G-5 & G-6, SECTOR-10, DWARKA 4 NEW DELHI Amendment to Bank Guarantee No 0393BG Dtd for Rs.10,79,00,000/- 6 At the request Of RELIANCE INFRASTRUCTURE LTD We hereby amend Bank guarantee no BG as follows: The validity of the Bank guarantee stands extended up to / 9 The claim expiry stands extended up to All other terms and conditions of the original Bank Guarantee remain unchanged. I 11 This letter forms an integral part of the original guarantee referred above and may be kept 12 attached thereto. Notwithstanding anything contained herein above, 1) Our liability under this Bank guarantee shall notexceed Rs.10,79,00,000 Gopvees - Seventy Nine Lakh Only). 2) This Bank Guarantee shall be valid up to Ten Crore 3) We shall be liable nk guarantee or part thereof only if we receive a written clai ee on or before lclcl Bank Limited, lclcl Centr ckbay Reclamation, Churchgate, Mumbai , India. Place : Mumbai Date : For lclcl BANK LIMITED Authorised Signatories ICICI BANK LIMITED LCICI CENTRE, 163, H. 7- PAREKH MARG, BACKB~y RECLAMATION, "urctie~~~, MUMGAI , Wd. Orw Lndark her Courw Crrrle, E-msml corpor~e@slc~bmk corn Phona : Fa UI661. Regd. Office: " Landmar corporatecare@ici, Vadodara Phone : Fax: IFT : lclc IN BB

124 SPV Documents submitted by MIS DA Toll Road Private Ltd. Six Loning of Delhi - Agro Section ofnh-2 from km to km (Length -km ) in the Stote of Horyono/Uttor Pradesh under NHDP Phase V as BOT(Tol1) on DBFO Pattern

125 ReLl/n\NCe intra structure ;..+I; ~ibhai Ambani Group Reliance infrastructufe Limited, Roads Project Division, 6th Ftoor, 623, Chintamani Plaza, Mokn Studio Campoond, Chakala, AndkribKuria Road, - Andheti (E), Mmbai: 40a 099 A Tel Ph: Fa: Ref: Rtnfr-f Date: 3 I* May 2010 D/BD-DA-002/2010 To, General Manager (TI* National Highways Authority of India, G-5'& 6, Sector-10, Dwatka, New Ddhi: Kind Attn: Mr.H.N, Mallitk - Project: Augmentation of the existing road from Km to Km 200(approximately n) on the Delhi-Agra Section of National Highway No. 2 in the State of Hsryana and Mar ~radesh by Six-ianing under NHQP Phase-! as EIOT (Toti) -# an DBFO Pattwn. Subject: Introduction of SPY and submission of details thereof.. Ref: I. Our Bid submission on 1 I LOA vide your letter No, NHAI/NHDP-VIMC-II/ConcessionairelM/1169 dated 19* May 2010 duly accepted by us on Sir, Further to your Letter of Award dated 19/05/2010 cited above, we have registered and incorporated a Speciat Purpose Vehicle (SPY) under Companies Act 1956, on 2bth May 2010 with CIN: U45203Mti2010PTC solely for the purpose of domiciling the said Project Highway in accordance with the provisions of RFP Documents and are pleased to submit the. - following documents for your needful: 1. Copy of Letter of Award by Authority and ~cce~tance of LOA by Bidder; Board Resolution of Bidder authorizing the Company to invest Equity of the SPV; 3. Certificate of Incorporation of SPY; A.. 4. iation;... - Crqr\trr~d Offire iiirtii- tr.,:;y ;miwe. >drl!a Truz (El. Mtimtfii ' 566

126 W~LIYANC~ lnrrasrrucrure Iiii!?huoDhar Ambdni Group Reliance Infrastructure Limited, Roads Project Division, 6th Rmr, 623, Chintamani Plaza, Mohan Studio Compound, Chakak, AndM-Kurla Road, Andheri (E), Mwbai: Tet Ph: Fax: L' Articles of Association for the SPY; and 6. Legal Opinion from the Legal Counsels of Bidder. It is proposed that Retiance Infrastructure Limited (Rlnfra) will hold 100% of the total paid up Equity share holding in the SPV initialty. We hereby request the Authority to recognize and accept the SPV, the "DA Toll Road Private Limited" as the "Concessionaire" which shall undertake and perform the obligations and exercise the tights of the selected Bidder including the obligation to enter into Concession Agreement pursuant to the Letter of Award. We now request you to kindly confirm a convenient date for signing of the Concession Agreement. We propose that 2 (two) sets of the Agreement be signed in Original, so that each Party can retain one Original set. -L Thanking you. Yours faithfutly, Encl: as above

127 Extracts farm the ~~ otttre pnmmlittg of ths meting of Baard of Dhctom d ReBancrt Inimsmstuw LbnW W on Mary 15, ZMO De.lbl-Agre Toll Road Pm&ct: %ESOLVmrrtAT ~tolheapprwal~f~~ofgwnparues,~m. M ~ t h ds~~~~companyasapronratrtrtso~tottte e ~ MemwandumadArfkJesof~ofWprepdseClmpany inthenameof' DA TdRoedPrivateLhnlted'or~athernameasmaybe~vedbyhRegisawaf Cwapmb for desl$n, buim. Rheatcsl, cperate and lmskr d jar Canhrg of WhepyJra s&bn of HH-2 fnxn km to.20bjml km {Lengtf, ) km) in ths %a& of -t i-bymamttarptadesh. RESOLVED FURTHER THAT the -y da ~bsafki b and fnvest ln &@ heloitiaf. ~ s h a r e ~ f o f 8 7 e ~ C o m a a n j, ; u r ~ oi,oq,000asa f R s ofthe Company -her to U# &%m~wdu md M e a RESOLVED FURTHER THAT SlShri S BB.6ti&MW Man Whof&rne Diectm of the company and SShn W h and Sudhlr Hoshmg. exeoutlves of the Corn to do all such acts. tncluding for tne &e Wh ' P.. iri. For Re- C W

128 ... DA Toll Road Private Limited ~egistered &: Bock, IM flaw, IhinrMtai Ambeni KmwWge Cii, Munrbai lnda Ref: DATRPUNWklll002/2010/001 Date: 31" May 2010 To General Manqer (T) National Highways Authority of India, f -5 & 6, Sector-10, Dwarkii, New Delhtl Kind Attn: Mr. H. N. Mattick Project: Augmentation of the existtng road from Km to Km 200(approxirnately Ksn) on the Delhi-Agra Section of National Highway No. 2 in the State of Haryana and Uttar Pradesh by Six- Laning under NHDP Ph-V as ROT (Toll) on DBFO Pattern. Subjed: Expression of witlingness to enter in to Concession Agreement Ref: 1. OU; Bid submission on LOA vide your letter No. NHAIINHDP-VIMClilConcessionaire/OQ/11690 dated 19% May 2010 duly accepted by us on Bidder's Letter No: Rlnfra/RPD/BD-DA-002/2010 dated 3 1 May ~ 2010.L Dear Sir, We are pleased to' inform you that the successful. bidder Ms. Reliance Infrastructure Limited ("Rlnfra") has promoted and constituted the said Special Purpose Vehicle (TPV); "VA Toll Road Private Limited" as UConcessionaire" or "Company" for the purpose of carrying out the said project and the Concessionaire is willing to enter in to an agreement ("Concession Agreement") with the Authority. The Concessionaire represents and warrants that; 1. The Concessionaire do not undertake or permit any change in the Ownership except in accordance with the provisions of Clause 7.3 (k) and the individual shareholdings of this Company is being transferred in such a manner that it shall have equity share holding of not less than 51% (fifty-one percent) of its issued and paid up Equity as on the date of Agreement and no member of the Company whose technical and financiat capacity was evaluated for the purpose of pre-qualification shall hold less than 26% (twenty-six percent) of tion Period and two years thereafter along with its Associa ge in the ownership shall be only with Andhen-Kurla Road, Andhen East, Mumbar Tel Ph: +91 Z Fax

129 DA Toll Road Private Limited Of-: H Block, %" Roor, Dhifubhai Ambeni Knowledge City, Navl hhlmb& fndia - prior approval of the Authority in accordance with the Clause 5.3 of RFP/ Draft Concession Asreement. 2. Jhe members of the Company arid its Associates have the ficial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and imptementing the Project. 3, The Concessionaire is duly organized and validly existing under the laws of the jurisdiction of its incorporation. _I We are attaching herewith the Board Resolution of 5PV confirming that the SPV has been constituted by the successfu\ bidder on 26* May 2010 for executing tk Concession Agreement with the Authority in accordance with the LOA dated 1 9 ~ May 2010 and undertake the implementation of the said project and Legal Opii~ion from Legai Counsels of the bidder for your needful. Other details of SPY such as Certificate of Incorporation, Memorandum of Association and Articles of Association have been already submitted by the bidder vide its letter dated 31' May 2010 cited above. It is also resotved that the undersigned is authorized by Board of SPV to execute the Concession Agreement. We now request you to' kindly confirm a convenient date for signing of the Concession Agreement. We propose that 2 (two) sets of the Agreement be signed in Original, so that each Party can retain one Orisinal set. Thanking you, Yours faithfully, For DA Tall Road Private Limited i Encl: 1. Copy of Board Resolution of SPV rom the Legal Counsels of bidder... 1.'-.

130 DA Toll Road Private Limited - eqstew010cg H Bbdg-?"Ftwt, - ~mt?aaf~nonrledgeci$, )~a~~~rmttai4087?0,. Sub,: Cmcmsbn agmemmt by- %ESOtVED THAT the uompany hereby cwdirms that it has been vir -e Linrsd for ths purpose of urti+ew?- Desigh Rnance, Eaghaxing, Constnrction. Operation and Maintenance far 6 lanlng of Delhl to Agm sedbn of N a W Highway - 2 fran hn to km X)O.DO flength - km ) in the SWe d HaPyanaarid Uttarmadesh under NHOP Phase Vas BOfIft.4) in temw of Letter of vide letter No. NWtMHOP-VI1WWm-1690 dated ISMW2010 hied by Nationat Highway Aomwity of india, on Dgsigh Buiid, Fa#nce. Operate and Transfer {DBFOT) basis. 1 RESOLVED FUFiTHER TUAT any one of Ejhd Sudhlr R Wing, Shri Suresh Smna and Shri qiay Kumet Sharma Direattors of the Company, be and are hereby adwised seywasy to negotiate, fhab, exw, delirer, amend and modify the Chcesim &jteem& Slate S u m Ageem#& fsaow Agrewnent, Fi~nce Agreements, EPC ConbcVs and any other agreements or conb'ads or documents as may be required in connection wiih the implementation of the aforesaid proiect..l RESOLVED NRT~ER THAT Shri Bipin Gohil Wng the person speciticaify authorizesd in this regard be and is h b y authrrrized to mumisign Concession Agreement and such other documents inc&&i theretd and forming part of Concession Agreement. REGOIVED FlJRlI4E.R THAT the Common Seal of the Company, if ntquirrrd, be affixed on. the documah, h the pzeseoce of any one of the above diectors who Mi sign the same in token thereof.' Private Limited 0

131 Ref: DATRPL/NHAVI 002/2010/093 Date: 231~ June, General Manager, ational Highways Authority of India, -5 & 6, Sector-10, Dwarka, New Delhi: Kind Attn; Mr. H. N. Mallick Project: Augmentation of the existing road from Km to Km 200(approKimately Km) on the Delhi-Agra Section of National Highway No. 2 in the Sfate of Haryana and Crttar Pradesh by Six-Laning under NHDP Phase-V as BUT (Toll) on DBFO Pattern. Subject : Submission of Board Resolution for signing of Concession Agreement Ref: 1. Letter no. DATRFL/NWAV1002/2010/001 dated 31" May, 2010.* Dear Sir, Through the above referred lerter, we had submitted the board resolution dated - 27" May, 2010 for signing of the Concession Agreement. Pursuant thereto the bard of directors have passed a board resolution dated 14'~ June, 2010 and made partial modification thereby authorizing Mr. Krishna Rai to countersign the Concession Agreement. Please kind enclosed the copy of the Board'Resolution dated 14Ih JW for your record. Thanking you For DA Toll Road Private Limited Enel: as above

132 . C" -I*?- -* DA Toll Road Mvate Limitmi Registered OfBoe: H BkdC 1" Fboi. DhirubRai Ambani Knowledge Cfty. W Mumbaf*OO 710 Extracts of the Minubs of the ProcetKltngs at the m a g of Board of Dkgctors of DA ToH Road Private Limited hew on June 14, ' Subiect: Countersigning of Concession Agreement "RESOLVED THAT in partral modification to the resolution passed by the Board of climdm of the Company at its mehg held on May , in respect of countersigning of the Concession Agreement. Shn. Krishna Rai, being person specificahy authorized for this pwpose, be and is hereby autharized to awnters'in the Concession Agreement and such other documents incidental thereto and forming part of Cooncession Agreement in place of Shri. Bipin Gohil, FURTHER RESOLED TWT authority given to Shri Bim Gohil by virtue of resolutm p m on May , shall be revoked with immediate effect. FURTHER RESOLVED THAT save and accept the aforesaid modification, the aforesaid resolution passed on May , shall remain unchanged and unaltered. \I\ Certified to be true Ill For DA Toll Road Private Limited L

133 - Memorandum And Articles of Association DA Toll Road Private Limited

134

135 - I I EL uuuerm&ar&w nu I, I COMPANY LIMITED BY SHARES MEMORANDLtM OF ASSOCIATION DA TOLL ROAD PRIVATE UWKFED 1. The name of the Company is DA TOU ROAD PRNATE LIMITED 11. The Registwed Office of the Cwnpany will be situated in the State of MAHARASHTRA i.e within the jurisdiction of Registrar of Companies, Maharashtra, at Mumbai. Ill. The objects for which the Company is establiihed are: A. MAIN O6JECTS OF THE COMPAQlY f 0 BE PURSUED BY THE COMPANY ON a ITS INCORPORATION 1. To carry on the business of design, engineer, procure, construct, fabricate, build,.* improve, strengthen, operate, maintain and provide infrastwtural facilfies of all types including roads, bridges, culverts, over bridges, underpasses, flyovers, toll plaza, traffic management systems and equipment, buildings and other infrastructures and collect toll, fees, or Charges, carry out surveys, investigations, polls and regulate traffic in connection with the project to be taken up by the Company on Design, Build, Operate and Transfer basis for Design, Engineering, Construction, Operation and Maintenance for Six ianing of Delhi to Agra sectton of National Highway - 2 (km to km ) in the state of Haryana/Uttar Pradesh or otherwise. 3. OBJECTS INCIDENTAL OR ANCILLARY TO WE ATTAINMENT OF THE MAIN OWECT. 2. To finance Six t-aning of Ddhf to Agra section of National HQhway - 2 (km to krn ) in the state of Haryandttar Pradesh. 3. To acquire equipment by purchase, tease, sale, exchange, sub-lease, rent or otherwise, or sell or let equiprrrent on lease or hire, w othemrise or services in connection therewith, provide arboriculture apd hdwsping, pro~de advertis&, hoardings, displays, JigMing and any other amenities including design, engineer, procure, construct, fabricate, build, operate, maintain rest and recreation structures. 4. To establish, maintain, conduct, provide, procure or make available services of every kind globally including commerciai, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing. munbiion and other technotogiial or social services. 5. To enter into any arrangement with the Govemment of I Govemment or w~th other authorities I commissions, local bodi private sector undertakings. Financial Institutions. Banks, uch charters, subsidies, loans, adva

136 y~dli~b, wi ILI~C!~, i~y~ikb, 361 IC~IWI>, PI IVIIGYG~, IIGCI 1atj3r UI LUI I-1~13 WI~WWCVCI (whether statutory or otherwise) which the Company may think rt desirable to obtain for carrying its activities in furthering the inter~sts of the Company or its members 6. To buy building or buildings comprising of flats, shops, sheds, gabs, for anotmnt to the members of the company for their authorised use and to sell, improve, manage, develop, exchange, lease, rent, moftgage, enfranchise, abandon, ciispwe of turn to account cr othewise deal with au or any part of the property and dght of the Company. 7. To build, construct, acquim, erect, install, own, purchase, hire, dl, exchange, operate, maintain, develop, promdte, mange, repair, administer, provide communication infmstructure facit'i fw the purpose of business d fhe Company. -.' To establish, pmvhle, encourage, maintain, conduct, do research and devetopment activities including mukimensional activities and such other tek, swirtj, thesis, investigations, inventions and improvements or information technology which is Rely to assid any business of the company and for industrial use in general. 9. To purchase, take on lease or otherwise, acquire all or any part of the business or undertaking or property and assets of any other such person, firm, company or corporation carlying on similar business and agree to discharge their liabtlities and to conduct, carry on or liquidate aff or any of such business. 10. To estabtish branches or appoint in or outside India for or in connection with any of the objects of the Company and in particular in relation to the investment of money the sale af property and the eolktion and receipt of money. 11. To discount bills, advance money on the security of goods lying with or under the control of the company, to receive goods for sale and to do all other such acts that may be usual of necessary in ortter to market the same in connection with the business of the Company. 12. To enter into any arrangements with any Government or authorities supreme, municipal, local or otherwise. or any person or company that may seem conducive to the Company's Objects or any of them to obtain from any such Government, authorities, person or company any rights, privileges, charters, contracts, licenses and concessions which the Company may think it desirable to obtain, and to carry out, exercrse and comply with any such arrangements, rights, privileges, charters, contracts. ticenses and concessions. -L 13. To take part in the management, supervision and control of the business or operations of any company or undertaking having similar objects and for that putpose to appoint and remunerate any directors, trustees, accountants or other experts.. 14, To pay all preliminary expenses of any company promoted by the Company or any Company in which this company is or may contemplate being interested including in such preliminary expenses all or any part of the cost and expenses of owners of business or prop* acquired by the Company. 15. To procure the Company to be registered or recognised in any foreign country or place arid to pmure incorporation, registration or other recognition of the Company in any country, state or place outside India, and to estamish and maintain local registers of any branch, places of business in any part of the world. 16. To enter into negotiations with and enter into arrangements and contracts and conclude the same with foreign andlor Indian parties and other persons for obtaining by grant, licence and/or on other terms, formulate and other rights and benefits, and to obtain technical and engineering inforrnatlon, assistance, and service, know-how, and expert advice for installation of plant and machinery, production and manufacture of any products. 'L '/ i

137 I,. I V FJIly ("I t-i $$*MI n* luvv-iiu*v, <CU1+III-I =llsiiidclwl$j PJJIJLEIIIbS SLIN 1IIIVItIIDUVII andfor service rights or privileges acquired by the Company either in shares of the Company or partly in shares or paruyin cash or otherwise 18 To pay to promoters such rernuneraylon and fees and othewtse remunerate them for theirtime and for the semces rendered by them. As- 19. To amalgamate or enter into any anan@ment for sharing of profits or entering Rto partnemhip, union ~f interest, coopemtion, recipd concession, lease, license or otherwise with any person canying on or transaction which the Company Is authorised to carry on or engage in for sharing or funding of profits in a cooperative or joint venture subject to compliance of existing taw in force. 20. To provide generally for the adrnhwation and management of the buildings or any Dther property in which the cmgmy may at any time have an &erest of whsdewer nature, or which may be under its control, in such manner as may be deemed expedient or proper. 21. To secure, promote, organise, manage or enter into joint venture agreement, collaboration, agfeement in all its branches with any person, firm, company, corporation, authorrtyrrty body or other entity in India or abroad for any purpose whatsoever. 22. To Invest surplus funds of the Company in all kinds of securities, shares, stocks, debentures, debenture-stocks, b od and to finance industrial enterpises. C 23. Subject to the provisions of the Cwnpanies Act, 1956, to borrow or rake with or with out interest or secure the payment of mwrey for any of the purposes of the Company and at such time and from time to time and in such manner as may be thought f% and in particuiar by the issue of debenture,-or debenture-stocks comertibfe into shares of any other company or perpetual annuities and as security for any such money so borrowed, raised or received for any such debentures or debenture smk so issued to mortgage, pledge or change the whole or any part of the property, assets or revenue and profit of the Company.present or future including its uncalted capital by special assignments or otherwise or to transfer or convey the same absdutely or in trust and to give the lender powers of sale and other powers as may seem expedient and to purchase, redeem, or pay-ofi any such securities, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company or any other person or company as the case may be provided that the Company shall not carry on banking business as defined in the Banking Regulation Act To form, constitute, float, lend money to assist and control simitar companies, associations or undertaking whatsoever. 25. To establish, provide, maintain, improve, work or aid in and conduct or otherwise, subsidise, assist research and developments, taboratories, design institute, pilot plants and experiments, and undertake and carry on all scientific and technical, experiments and tests of all kinds and to promote studies and research both scientific and technical investigations and inventions by providing subsidking endowing or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by providing the remuneration of scientific or technical professors or teachers and by providing for the award or exhibitions, scholarships, prises and grants to students of independent studies or otherwise and to encourage. promote and reward studies, researches, investigations, experiments, tests and inventions of any kind of the business which Company is authorised to carry on. To establish, promote or concur in establishing or promoting any company or acquiring all or any of the Properties, rights and to place or guarantee the placing of, subscribe for or

138 LI. I U pay IUI avy t.r~vyw~u=o, trysbr= us porrvuyw uryuatru v, I,. vu...pu,., -.,... shares of the Company or partly in shares and partly in cash or othewse 28. To insure with any other company or person against losses, damages, nsks and liabilities of all kinds which may affect the company and to insure the whole or any part of the property af Ihe company either fully or patiily to protect and indemnify the company from liability or loss in any respect either fully or partially and also to insure and to protect and indemnify and part of prtions thereof either on mutuai principle or otherwise. I 29. To form, promote, subsidise and assist companies, and partnership of all kinds in..- any manner as may be thought fit in connection with any of the objects of the Company. 30. To search for and to apply for, purchase, prota, prolong. renew or otherwise acquire from any Government, State or authority any patents, brevets, d'nvanth, protection. licenses, concessions, grants, decrees, rights, powers and privifeges whatsoever which may seem to the Company capable of being turned to awunt to work, develop, cariy out, exercise and turn to account the same. 31. To apply for, promote and obtain any act of parliament or legislature, chatter, privilege, concession, licenses or authorisation of Government, state or Municipality ptovis'ional order or ticense of the Board of Trade or other authority for enabling the company to carry any of the obi& into effect or for extending any of the powers of the company or for any other purpose which may seem calculated, directly or indirectly fo prejudice the interests of the company and to apply for purchase or otherwise acquire any patents, bmets, d'invention, licenses, concessions and the tike conferring an exclusive on not-exdusive or limited right to use any secret or other information as to any investrang which m y seem oapable of being used for any of the purposes of the Company or the acquisitimns of which may seem calculated directly or in directly to benefit the Company and to use, exercise, develop, grant benses in respect of athenvise turn to amount the property, rights and information so acquired. 32. To sell, mortgage or otherwise to deal with or dispose of the property, assets or undertaking of the Company or any part thereof, in such manner and upon such terms and conditions in all respects, for such consideration as the Company may thiik fit and in particular for securities, shares, stocks, debentures and other securities of any other company whetber or not having objects altogether or in part similar to those of the Company. _I 33. To enter into partnership or into any arrangements for sharing of- profits, amalgamation, merger, demerger, arrangement, reconstruction, union of interest, reciprocal concession or co-operation with any person, partnership, entity, body or company and to promote and aid in promoting constituting, forming and organising companies or partnerships of all kinds for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing directly or indirectly the objects thereof for any other purpose which this company may think expedient. And also to pay for any properties, rights or privileges acquired by this Company either in shares of the Company or pany in shares and partly in cash or otherwise and to give shares or stock of this Company in exchange for shares of stock d any other company. 34. To lend, invest or otherwise employ or deal with money belonging to or entrusted to the Company in securities and shares or other movable or immovable property or with or without security upon such terms and in such manner as may be thought proper and from time to time to vary such transactions and investments in such manner as the Directors may think fit subject to the provisions of the Companies Act, To pay, or satisfy the consideration for any property rights, shares. securities or assets whatsoever which the company is authorised to purchase or otherwise acquire enher by payment In cash or by the issue of shares, or other Company or In such other manner as the Company may agre or partly i a i '

139 36. To draw, make, accept, endorse, discwnt, execute, issue, negotiate, assign and otherwise deal with cheques, drafts, bills of exchange, prarnissory notes, hundies, debentures. notes, bonds, bills of lacling, railway receipts. warrants and all other negotiable or transferable instruments. 37. To own account or accounts with any finn or with any bank or banks or bankers or shroffs and to pay into and to wit~raw money for such-accgunis. L- 38. To apply for tender, purchase or otherwise acquire any contracts, sub-contracts, licences and concessions for or in rehtik~h to the objects or business herein mentioned at any of them, ahd to undertake, execute, carry out, dispose of or otherwise turn to account the same. 39. To employ experts to investigate and examine into the -ens, pmpects, value, charter and circumstances of any business concerns and undwtamngs and of any assets, property or fights. i 40. To carry on business or branch of a tnrsiness which this company is authorised to I cany on by means or through the aagency of any subsidiary company or companies and to enter into any arrangement with such subsidiary company for taking the profits and bearing the losses of any business branch so carried on, or for financing any such subsidiary company or guaranteeing its liabilities, or to make any other arrangement which may seem desirame with reference to any business or branch so carried on including power at any time and either temporarily or permanently to close I any su~h branch or business. 41. To make and/or receive donations, gifts or home to or frm such persons, institutions or Trusts and in such cases and whether of cash or any other assets as may be thought to benefit the Company or any other objects of th~ Company or otherwise expedient and also to remunerate any person or corporation introducing or assisting, in any manner the business of the Company..* 42. To establish and suppr,rt or aid in the establishment of and support associations, mstitutions, companies, societies, funds, trusts and conveniences for the benem of the employees or ex-employees or of'persons having dealings with the Company or the dependents, relatives or connections of such persons and in particular friendly OT other benefit societies and to grant pemians, allowances, gratuities and bonuses either by way of annual payments or by way of lump sum and to make payments towards insurance and to form and contribute to provident and benefit funds, to or such persons. 43. To form, subscribe or contribute to or otherwise to assist, aid donate, or guarantee money to public, charitable, benevalent, religious, scientific, national or other institutions, funds, objects or purposes and to any other institutions, funds, objects or purposes which in the opinion of the Board of Directors are likely to promote the interests or the business of the Company and/or to fwther its objects ador to any other institutions, funds, objects or purposes whatsoever directly relaiting to the business of the Company. 44. To create any depreciation fund, reserve fund, sinking fund, insurance fund, educational fund or.any other special fund or reserves whether for depreciation or for repairing, improving, extending or maintaining any of the properties of the Company or for redemption of debentures or red-able preference shares or for any other purposes conducive to the interest of the Company. 45. In the event of winding up to dibote any of the property of the Company amongst the members in specie or kind subject to the provisions of the Companies Act, To place, to reserve or to dktribute as bonus shares among the members or from time to time think fit, any.debentures issued at a premium ct of forfeited shares and moneys I I I I

140 IIVI~~ LIIC *arc uy 118- UV~~I~JLIIIJ VI IVI~TILYU YVYIITO, ~ U Y ~ YLV I VIIVLUYIB.V V, Companies Act, To accumulate capital fromthe profits of the Company for any of the purposes of the Company and to use and appropriab the same or any of the Company's assets either condi~onally or unconditionally to specific purposes. To pay out of the funds of the Company at1 costs, charges and expenses of and incidental to the promotion, formation, registration, advertisement and esbm&rnent of this Company and the issue and the subscription of the shares or loan capital 11 including brokerage and/or commission for obtaining applications for placing or guaranttteing the placing of shares or any debentures, debenture-stock and other securities of ais company and also aij expenses attending the issue of any c*ar or notice and the printing, stamping ad circulatfng of proxies and fom ta be filled up by the members of the Company and to remunerate by cash or albbwnt of fully or partly paid shares to any person, firm or company for services rendered in irrtrwludng any property or business to the Company or in placing, assisting to place shms, debentures, debenture-steck or other securities of the Company or m or about the formation of the Campany or the acquisition of property by the Company or the conduct of its business or for any other reason which the Company may, Utiink proper. 49. To provide for the welfare of Dkctcirs or employees of the Company or its predecessors in business and the wives, widows and families or the dependents or connections of such persons by buitdmg or contributing to the bliilding or houses or dweiiings or quarters or by grants of money, pensions, gratuities, allowances, bonuses, profit sharing bonuses or benefits or any other payments or by creating and from time to time subscribing or contributing towards places or instruction, recreation, hospitals and dispensaries, mediil and other attendance and assistance as the Company shall think fit. 50. To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances, or A. emoluments to any persons who are or were at any time in the emptoyment or - service of the Company or of any company which is subsidiary of the company or its allied to or associated with the Company or with any such subsidiary company or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid and the wives, widows, families and dependents of any such. persons, and also to establish and subsidies and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the Interests and well being of the company or of any such other company as aforesaid and make payments to or towards the insurance of any such person as aforesaid and do any matters aforesaid either alone or in conjunction with any such other mpany as aforesaid. 51. To subscribe, for, take or otherwise acquire and hold shares, stocks, debentures or other securities of any other company having objects altogether or in part similar to those of the Company and to acquire and undertake all or any part of the business property and liabilities of any person or company canying on or proposing to cany on any business which the company is authorised to carry on or which can be carried or in conjunction therewith and to subsidise or assist any such persons or company financially or otherwise and kr particular by subscribing for shares, stock, debentures lv debenture-stock or other securities of such company. 52. To undertake and execute any trust, the undertaking of which may seem to the company desirable and either gratuitously or otherwise and to vest any movable or ' immovabb property, rights or interests acquired by or belonging to the Company in any person or company and with or without any declared trust in favour of the Company, subject to the provisions of ihe Act. 53. In relation with the business of the Company to guarantee the payment of money,? le under or in respect of promisswy notes, bonds, debentures, deb tracts, mortgages, charges, obligations, im and securities or any authority, supreme, municipal, I 6 '

141 generally to guarantee or become sureties for the performance of any contracts or obtigations. 54. To advance, deposit or bnd money, securities and properties or to give credii to such persons or companies, bodies corporate, firms or assoctations and on such terms as may seem expedient and in parlicular to customers and others having dealings with the hpany and to guamw the performance of any conttact or digation and the payrnent*of money of or any such person of companies bodif 4- corporate, firms or associations and generafly ta giw guarantee and indemnities. 55. To deal in stone, sand, lime, brick, timber end hardware, cement and other building requisites, tile and tera-wtta makers. job mastem, oarriers. 56. To aid, pecuniarilly or othedse, any assocktion, body or moveme~f having for an object, the sdution, sefflement, or labour promems or troubles or the promotion of industry or trade. 57. To undertake and execute any contracts for work involving the supply or use of any machinery and to carry out any anciltary or other works comprised in such contracts. 58. To borrow or raise money other than pubtic dgrcrsits or to receive money from persons, bodies corporate, financial institutions, banks and such other lenders and in security of any such money so borrowed raised or received to mortgage, pledge or charge the whole or any part of the property assets or revenue of the company present or future by special assignment or othemise or to transfer w convey the same absolutely or in trust and to give the lenders powers of sale and other powers as may seem expedient, by executing nego9iable or transferable instrument and deal with all documents mercantile or otherwise, in the ordinary course of business subject to the provisions of Section 58A and directfie of the Reserve Bank of fndia. 59. To establish agencies in India and abroad for safe and purchase anrt regulate and * discontinue the same and to act as agents, pridtpals, contractors, brokers, trustees or otherwise and to undertake and perform subcontracts and also to act in any of the business of the company through or by means of agents, principals, contractors, brokers, trustees, sub-contractors or others either alone or in cimjundion with others. C OTHER OBJECTS: 60. To establish, ma~ntain devefop, conduct, procure, buy, sell, import, export, trade, or otherwise deal in, or to act as service providers of every kind in the fieids of engineering, technology, technical know how, chemical, mechanical, ekbicai, electronics, civil, industrial, commercial, statistical, financial, accountancy, medical, legal, educational, production, marketing, distribution, materials, personnel, planning, computers, software and software solutions of all kinds, system integration,, data processing, mu#i media services, direct to home services, enteitainrnent media, cable television services, interactive television services, content for various uses, electronic media, Cellular Mobile Telephone Services (CWS), National Long Debme Operator Services (NLDO), Fwd Telephone Services (FTS), Cable Service Provider, Basic Telephone Services (BTS) with or without the use of WMess Lwat Loop (WLL) Technology, VSAT Services, Internet Service Provision (IS?), Global Mobile Personal Communications by SateUie (GMPCS), wireline and wirdws systems and other value added services including paging services, Radio Paging Service Providers, Public Mobile Radio Tmnkmg Service Provider, DTM communwn methods, telecommunication, basic and CeLhr telephone, voice mail. internet, etectmnic ma&, data communication services, intranet. internet connectivity, internet telephoning, interconnect and intraface services applications like tele-banking, tele-medicine, tele-education, tebtrading, e-comn-@ree, e- governance, e-business and system design, kiasks, management infomation System3 and other types of management including spectm managemerit, social or 0th added services like providing and to end integrated solutions, netsem solutions, connectivity sdutions, cost effective solutions, other allied solutions for data a -.