sarangpur-shujalpur road - Madhya Pradesh Road Development ...

3 28.1 Revenue Shortfall Loan28.1.1 If the Realisable Fee in any Accounting Year shall fall short of theSubsistence Revenue as a result of an Indirect Political Event, aPolitical Event or a Government Default, as the case may be,MPRDC shall, upon request of the Concessionaire, to allow theConcessionaire to avail accommodation for such shortfall by wayof a loan (the “Revenue Shortfall Loan”) from any bank.28.1.2 If the half-yearly results of the Concessionaire indicate that theshortfall referred to in Clause 28.1.1 and contemplated for anAccounting Year has arisen in respect of the first 6 (six) monthsthereof, the Concessionaire shall be entitled to a provisionalRevenue Shortfall Loan; provided that, no later than 60 (sixty)days after the close of such Accounting Year, the Concessionaireshall either repay the provisional loan with interest or adjust itagainst the Revenue Shortfall Loan, if any, as may be due to itunder this Clause 28.1.28.1.3 The Government shall disburse the Revenue Shortfall Loan or theprovisional Revenue Shortfall Loan, as the case may be, within 30(thirty) days of receiving a valid request from the Concessionairealong with the particulars thereof including a detailed account ofthe Indirect Political Event, Political Event or the GovernmentDefault, as the case may be, and its impact on the collection ofFee.28.1 Revenue Shortfall LoanIf the Realisable Fee in any Accounting Year shall fallshort of the Subsistence Revenue as a result of anIndirect Political Event, a Political Event or a MPRDCDefault, as the case may be, MPRDC shall, uponrequest of the Concessionaire, to provide a loan formeeting such shortfall (the” Revenue ShortfallLoan”) at an interest rate equal to 2% (two percent)above the Bank Rate.If the half-yearly results of the Concessionaire indicatethat the shortfall contemplated for an AccountingYear has arisen in respect of the first 6 (six) monthsthereof, the Concessionaire shall be entitled to aprovisional Revenue Shortfall Loan; provided that, nolater than 60 (sixty) days after the close of suchAccounting Year, the Concessionaire shall either repaythe provisional loan with interest or adjust it againstthe Revenue Shortfall Loan, if any, as may be due to itunder this Clause 28.1.MPRDC shall disburse the Revenue Shortfall Loan orthe provisional Revenue Shortfall Loan, as the casemay be, within 30 (thirty) days of receiving a validrequest from the Concessionaire along with theparticulars thereof including a detailed account of theIndirect Political Event, Political Event or the MPRDCDefault, as the case may be, and its impact on thecollection of Fee.

28.2 Repayment of Revenue Shortfall LoanA sum equal to 50% (fifty per cent) of the ‘profit before tax’ of theConcessionaire, as and when made, shall be earmarked forrepayment of the Revenue Shortfall Loan and interest thereon, andpaid by the Concessionaire to MPRDC within 90 (ninety) days ofthe close of the Accounting Year in which such profits have beenmade; provided that the Concessionaire shall repay the entireRevenue Shortfall Loan and interest thereon no later than one yearprior to the expiry of the Concession Period and in the event thatany sum remains due or outstanding at any time during suchperiod of one year, MPRDC shall be entitled to terminate thisAgreement forthwith. For the avoidance of doubt, it is agreed thatthe repayment of Revenue Shortfall Loan shall be in accordancewith and subject to the provisions of Article 31.Repayment of Revenue Shortfall LoanA sum equal to 50% (fifty per cent) of the ‘profitbefore tax’ of the Concessionaire, as and when made,shall be earmarked for repayment of the RevenueShortfall Loan and interest thereon, and paid by theConcessionaire to MPRDC within 90 (ninety) days ofthe close of the Accounting Year in which such profitshave been made; provided that the Concessionaireshall repay the entire Revenue Shortfall Loan andinterest thereon no later than one year prior to theexpiry of the Concession Period and in the event thatany sum remains due or outstanding at any time duringsuch period of one year, MPRDC shall be entitled toterminate this Agreement forthwith. For the avoidanceof doubt, it is agreed that the repayment of RevenueShortfall Loan shall be in accordance with and subjectto the provisions of Article 314 29.1 Effect of variations in traffic growth29.1.1 The Government and the Concessionaire acknowledge that thetraffic as on October 1, 2023 (the “Target Date”) is estimated tobe 9532 PCUs per day (the “Target Traffic”) , and hereby agreethat for determining the modifications to the Concession Periodunder this Article 29, the actual traffic on the Target Date shall bederived by computing the average of the traffic as determined bytraffic sampling to be undertaken, in accordance with Clause 22.3,on the date that falls one year prior to the Target Date, on theTarget Date and on the first anniversary of the Target Date (the“Actual Average Traffic”). For the avoidance of doubt, it isagreed that traffic sampling shall be undertaken for a continuousperiod of 7 (seven) days during anytime within 15 (fifteen) days29.1 Effect of variations in traffic growthThe Government and the Concessionaire acknowledge thatthe traffic as on October 1, 2035 (the “Target Date”) isestimated to be 12317 PCUs per day (the “Target Traffic”) ,and hereby agree that for determining the modifications to theConcession Period under this Article 29, the actual traffic onthe Target Date shall be derived by computing the average ofthe traffic as determined by traffic sampling to be undertaken,in accordance with Clause 22.3, on the date that falls one yearprior to the Target Date, on the Target Date and on the firstanniversary of the Target Date (the “Actual AverageTraffic”). For the avoidance of doubt, it is agreed that trafficsampling shall be undertaken for a continuous period of 7

prior to the date specified herein and the average thereof shall bedeemed to be the actual traffic. It is further agreed that if theProject Highway shall have two or more Toll Plazas, the averagetraffic thereof shall be computed for determining the ActualAverage Traffic hereunder.(seven) days during anytime within 15 (fifteen) days prior tothe date specified herein and the average thereof shall bedeemed to be the actual traffic. It is further agreed that if theProject Highway shall have two or more Toll Plazas, theaverage traffic thereof shall be computed for determining theActual Average Traffic hereunder.4 Schedule A, B, C , D .F, K , L , Q, R, S & T Revised Schedules annexed.

Sarangpur-Sujalpur RoadSCHEDULE-A(See Clause 10.1)SITE OF THE TWO LANE PROJECT HIGHWAY1 THE SITESite of the two lane Project Highway shall include the land,structures and road works as described in Annex-I of this Schedule-A.An inventory of the Site including the land, structures, road works,trees and any other immovable property on or attached to the Site shall beprepared jointly by the Authority Representative and the Concessionaire andsuch inventory shall from part of the memorandum refereed to in Clause10.3.1 of the Agreement.Additional land required for Toll Plazas, Traffic Aid Posts, MedicalAid Posts and vehicle rescue posts or for] construction of works specified inChange of Scope Order issued under clause 16.2.3 of this agreement shall beacquired in accordance with the provisions of clause 10.3.6 of thisAgreement. Upon acquisition, such land shall form part of the Site and vestin the MPRDC._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadAnnex-I(Schedule-A)Site for Two Lanning1.0 General1.1 The SiteThe project stretch is considered from km 0/000 (At Shujalpur) to end at km 38/600 (AtSarangpur). SH-41 The project stretch lies between Latitude = 32"; 06’ to 24"; 19'North,Longitude = 75"; 41' and 77"; 02' East. Onway, project stretch traverses Towns - Shujalpur,Ranoganj, Mohamadkheda, Akodia, Mudlai, Salsalai, Godna, Kachikheda, and Sarangpur.For Project Preparation the new designed chainages are considered from km 0/000 (km0/000) to km 38/460 (km 38/600).2.0 Description of Project HighwayAn index map and location plan of the project highway is given Fig1.1.2.1 (a) Referencing SystemAlong the existing road, kilometer stones are fixed in entire length of the project highway. Itis called as “Existing km Chainage”. During topographical survey with Total Station,observations made are referred to “Design Chainage”. The relationship between the“Existing km Chainage and the design Chainage” as per field surveys of existing km stonesusing the total station for the project highway is given Annexure A-1.(b)‘START’ and ‘END’ of the Project HighwayThe project stretch start from km 0/000 (At Shujalpur) and end at km 38/600 (AtSarangpur). The existing and design lengths of the project road are 38.60 km and 38.46 kmrespectively.2.2 Right of WayROW available for the entire road is 20 to 28m except in built up areas. Two lane shall beconstructed within the available existing ROW. The land for curve improvement and otherfacilities shall be assessed by Concessionaire and agreed to by MPRDC. The site shall behanded over to the concessionaire as per concession agreement. Two laning with pavedshoulder in selected stretches in Built-up section on project road shall be carried out inexisting available ROW with minor acquisition. However, Land will be acquired by MPRDCat some places where sufficient ROW is not available to meet the project requirement._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadTable A-1 : List of Villages and ROWDesign ChainageFromToLength ROW Name of Village / Twn0.00 0.20 0.20 20-28m Shujalpur0.20 0.40 0.20 20-28m Shujalpur0.40 1.00 0.60 20-28m Shujalpur1.00 2.00 1.00 20-28m -2.00 2.20 0.20 20-28m -2.20 2.60 0.40 20-28mRanoganj(300 - 400)2.60 3.00 0.40 20-28m -3.00 4.00 1.00 20-28m -4.00 4.80 0.80 20-28m -4.80 5.00 0.20 20-28m Mohamadkheda5.00 6.00 1.00 20-28m -6.00 7.00 1.00 20-28m -7.00 8.00 1.00 20-28m -8.00 8.60 0.60 20-28m -8.60 9.00 0.40 20-28m -9.00 10.00 1.00 20-28m -10.00 10.60 1.00 20-28m -10.60 11.00 0.40 20-28m Akodia11.00 12.00 1.00 20-28m Akodia12.00 12.20 0.20 20-28m Akodia12.20 13.00 0.80 20-28m -13.00 14.00 1.00 20-28m -14.00 15.00 1.00 20-28m -15.00 16.00 1.00 20-28m -16.00 17.00 1.00 20-28m -17.00 18.00 1.00 20-28m -18.00 19.00 1.00 20-28m -19.00 19.80 0.80 20-28m -19.80 20.00 0.20 20-28m -20.00 20.60 0.60 20-28m -20.60 21.00 0.40 20-28m -21.00 22.00 1.00 20-28m -22.00 23.00 1.00 20-28m -23.00 24.00 1.00 20-28m -24.00 24.20 0.20 20-28m -24.20 25.00 0.80 20-28m Salsalai25.00 25.20 0.20 20-28m -25.20 25.60 0.40 20-28m -_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road25.60 26.00 0.40 20-28m -26.00 26.20 0.20 20-28m -26.20 26.40 0.20 20-28m -26.40 27.00 0.60 20-28m -27.00 28.00 1.00 20-28m -28.00 28.80 0.80 20-28m -28.80 29.00 0.20 20-28m Godna29.00 29.20 0.20 20-28m -29.20 30.00 0.80 20-28m -30.00 31.00 1.00 20-28m -31.00 32.00 1.00 20-28m -32.00 32.80 0.80 20-28m -32.80 33.00 0.20 20-28m -33.00 33.60 0.60 20-28m -33.60 34.00 0.40 20-28m Kachikheda34.00 34.20 0.20 20-28m -34.20 35.00 0.80 20-28m -35.00 36.00 1.00 20-28m -36.00 36.20 0.20 20-28m -36.20 37.00 0.80 20-28m -37.00 37.60 0.60 20-28m -37.60 37.80 0.20 20-28m -37.80 38.00 0.20 20-28m -38.00 38.20 0.20 20-28m -38.20 38.60 0.40 20-28m Sarangpur2.3 Road Crossings/JunctionsThere are total 2 major /22 minor road junctions which are priority junction.Major Intersections :-Sr.No.ExistingChainageDesignChainageLeftRightSurfaceTypeWidth(m)Type Major/Minor1Shujalpur0/000 0/000 Shujalpur Mandi BT 7.00 T MajorCity2 38/600 38/460 Indore Agra BT 7.00 T MajorMinor Junctions :-Sr. Existing Design Left Right Surface Width Type Major/No. Chainage ChainageType (m)Minor1) 1/450 1/450 Field BT 3.75 VR Minor2) 4/980 4/980 Nichor BT 3.75 VR Minor3)Khedi5/010 5/010NagarBT 3.75 VR Minor_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSr. Existing Design Left Right Surface Width Type Major/No. Chainage ChainageType (m)Minor4) 6/800 6/800 Patalvad BT 3.75 VR Minor5) 8/000 8/000 Ajanayi BT 3.75 VR Minor6) 11/650 11/650 Akodiya BT 3.75 VR Minor7) 13/660 13/660 Kotiya BT 3.75 VR Minor8) 15/120 15/120 Girana BT 3.75 VR Minor9) 17/385 17/385 Osanpira WBM 3.75 VR Minor10) 18/040 18/040 Bhaisroad BT 3.75 VR Minor11) 19/700 19/700 Dhanana WBM 3.75 VR Minor12) 20/000 20/000 Mudlai WBM 3.75 VR Minor13) 20/130 20/130 Field BT 3.75 VR Minor14) 22/033 22/033 Bamori WBM 3.75 VR Minor15) 24/533 24/533 Mudlai BT 3.75 VR Minor16) 27/200 27/200 Godna BT 3.75 VR Minor17) 28/700 28/700 Godna WBM 3.75 VR Minor18) 29/375 29/375 Rasulpur WBM 3.75 VR Minor19) 31/635 31/635 Kiloda BT 3.75 VR Minor20) 32/530 32/530 Aliskheda WBM 3.75 VR Minor21) 34/100 34/100 Hajipur WBM 3.75 VR Minor22) 35/171 35/171 Kalukheda BT 3.75 VR Minor2.4 GeometricsIt is observed that the Project Highway predominantly has a straight alignment andtraverses through plain terrain. It is essential to improve sub standard geometrics at variouslocations on project road. Geometric improvements shall be made as per standard andspecifications given in Schedule ‘D’ within proposed ROW. Additional land will only beacquired by MPRDC, if safety considerations warrants.The list of deficient curves which need improvement are as under:DescriptionSr. No.Radius (m)Start Chainage End Chainage1 1400.112 1675.299 1202 1958.727 2223.999 3603 2412.001 2620.760 4004 2679.008 2776.667 5005 3505.526 3645.062 3606 6221.777 6400.523 5007 9070.400 9312.346 10008 9341.495 9844.173 18009 11574.884 11612.561 2010 11745.268 11875.160 60011 11991.832 12116.437 20012 12219.370 12382.425 9013 12554.766 12662.691 33014 12833.293 12955.232 12015 13484.081 13645.257 90_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road16 13788.379 13952.154 60017 14273.633 14488.242 40018 14663.907 14759.918 12019 15074.524 152230.140 12020 15528.954 15838.163 180021 16139.365 16211.768 8022 16320.314 16405.176 8023 17322.797 17446.251 12024 17539.799 17638.106 8025 17982.014 18077.711 8026 18242.861 18354.054 5027 18609.284 18710.502 8028 19057.170 19176.375 12029 19341.503 19445.808 12030 19797.429 20120.749 23031 20521.706 20712.410 23032 21988.831 22090.889 8033 22333.981 22434.804 12034 22517.272 22612.220 12035 23498.895 23592.274 18036 23906.628 24003.802 10037 24119.329 24185.066 8038 24410.779 24486.695 5039 24825.782 24897.540 5040 25124.602 25621.417 55041 25801.847 25997.044 10042 26389.186 26479.314 15043 26580.033 26718.904 25044 27293.991 27411.058 16045 27437.604 27535.486 9046 27893.642 28018.642 11047 28564.862 28708.430 30048 29054.599 29191.256 3049 29375.254 29523.643 40050 29599.332 29728.975 15051 29793.358 29937.582 35052 30512.274 30610.976 28053 31349.081 31490.757 20054 31594.053 31704.371 20055 32017.812 32338.889 180056 32463.937 32587.779 50057 32814.484 32910.430 30058 33076.516 33172.273 40059 33547.707 33659.784 15060 33950.675 34048.671 100061 34124.428 34249.060 100062 34885.081 35039.231 23063 37039.481 37138.342 6064 37185.184 37275.989 5065 37438.261 37559.718 1502.5 Road Condition Survey and Pavement CompositionRiding quality of the existing pavement surface varies from poor to fair. Existing pavementcomposition is in-sufficient to carry designed MSA on the highway. Existing carriageway_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadwidth of Road varies from 3.00 m to 3.75 m. Existing Pavement crust thickness varies from170 to 400mm.2.6 ROB / Grade Separators2.6.1 There is no existing ROB on the project road.2.6.2 Grade Separated Structures : There are no existing grade separated structures likevehicular and pedestrian under passes on the road.2.7 Cross Drainage StructuresThere are 06 minor bridges 02 canal crossing and 26 culverts existing on the project road.The details of existing culverts, minor bridges and major bridges are in Table A-3 as below.The details of existing culverts (Slab/Hume pipe) are shown in Annexure-A-2.Table A-3Type of ExistingStructurePipeCulvertSlab / BoxCulvertMinorBridgesMajorBridgesTotal No. 13 13 6 00Remarks02 No.CanalCrossingSr.No.ExistingChainage(km)DesignChainageDetails of Pipe Culvert (13 Nos.)No. of rows / Dia.of Pipes (mm)No. ofrowsDia. ofPipes (mm)Carriageway Width(in m)Width of culvertOver all (m)1) 12+413 12+413 4.0 600 3.75 8.302) 16+310 16+310 1 300 3.75 7.003) 17+455 17+455 4.0 900 3.75 8.404) 25+449 25+449 4.0 900 3.75 9.155) 30+129 30+129 1.0 900 3.75 10.006) 32+999 32+999 1.0 900 3.75 10.057) 33+302 33+302 1.0 900 3.75 10.058) 33+857 33+857 2.0 900 3.75 10.159) 35+653 35+653 4.0 450 3.75 7.6510) 36+553 36+553 1.0 900 3.75 10.1011) 37+162 37+162 1.0 300 3.75 7.5512)Chok37+573 37+573e up300 3.75 7.8013)Chok38+497 38+497e up300 3.75 7.30_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSr.NoExistingCulvertchType ofStructureDetails of Slab Culvert (6 Nos.)Span arrangementNo. ofSpan (m)SpansWidth of culvert (m)Carriage wayOver allwidth1 0+200 Slab Culvert 2 2.40 7.30 8.302 8+730 Slab Culvert 2 2.70 7.25 8.253 19+700 Slab Culvert 2 2.50 5.40 6.404 24+050 Slab Culvert 1.0 3.00 5.40- 7.605 32+900 Slab Culvert 1.0 2.25 4.70 6.706 37+530 Slab Culvert 1.0 2.10 4.70 6.70Sr.No.ExistingChainage(km)DesignChainageDetails of Box Culvert 7 Nos.Type ofstructureSpan arrangementNo. ofSpansSpan (m)1 7+700 7+700 Box Culvert 1.0 4.502 7+800 7+800 Box Culvert 1.0 4.00Width of culvert(m)Carriage Over allway width7.408.308.307.408.303 9+630 9+630 Box Culvert 1.0 3.00 7.30 8.304 21+750 21+750 Box Culvert 1.0 1.0 x 1.5 7.55 8.555 24+350 24+350 Box Culvert 2.0 0.9 x 1.0 5.00 5.906 24+400 24+400 Box Culvert 1.0 0.8 x 1.2 4.00 5.807 29+150 29+150 Box Culvert 1.0 1.25 x 1.0 3.80 5.80Details of Major and Minor Bridges:-(a) Existing Major BridgeNIL(b) Details of Minor Bridge (6)Sr. Existing Chainage Design No. of Span Width (m)No(km)Chainage Spans (m) CW Overall1 2+200 2+200 8.0 7.20 5.90 6.902 8+850 8+850 3.0 6.85 7.05 8.25_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSr. Existing Chainage Design No. of Span Width (m)No(km)Chainage Spans (m) CW Overall3 29+080 29+080 5.0 1.95 5.55 5.554 32+790 32+790 3.0 4.60 5.80 6.805 35+050 35+050 6.0 5.20 5.75 6.756 36+030 36+030 2.0 4.80 5.75 6.752.8 Existing Bus Bays and Truck Lay-byesThe total number of bus bays and truck lay-byes on the Project Highway is noted below:a) Total number of Bus-Bays : Nilb) Total number of Truck lay-byes : Nil3.0 DisclaimerThe data presented in this schedule is for an initial understanding and guidance of theConcessionaire. The data is based on Feasibility Report prepared by the designConsultants during 2010-2011. MPRDC will not be responsible for any inaccuracy in theinformation provided and shall not be liable for or be bound by the data used by theConcessionaire in evaluating the project viability. The Concessionaire will carry out his ownindependent surveys for assessing actual position of the project corridor.The Concessionaire acknowledges that prior to the execution of this Agreement, theConcessionaire has satisfied himself (based on his own Independent assessment) of thesurvey data, specifications and standards, site and all information provided by the MPRDC.The Concessionaire acknowledges and accepts the difficulties, risks and hazards likely toarise during the course of performance of his obligations hereunder.Annexure A-1: Existing and Projected ChainagesExisting Km StoneProposed ChainageFrom (Km) To (Km) From (Km) To (Km)0.000 1.000 0.00 1.0001.000 2.000 1.000 2.0002.000 3.000 2.000 3.0003.000 4.000 3.000 4.0004.000 5.000 4.000 5.0005.000 6.000 5.000 6.0006.000 7.000 6.000 7.0007.000 8.000 7.000 8.0008.000 9.000 8.000 9.0009.000 10.00 9.000 10.0010.00 11.00 10.00 11.0011.00 12.00 11.00 12.0012.00 13.00 12.00 13.00_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadExisting Km StoneProposed ChainageFrom (Km) To (Km) From (Km) To (Km)13.00 14.00 13.00 14.0014.00 15.00 14.00 15.0015.00 16.00 15.00 16.0016.00 17.00 16.00 17.0017.00 18.00 17.00 18.0018.00 19.00 18.00 19.0019.00 20.00 19.00 20.0020.00 21.00 20.00 21.0021.00 22.00 21.00 22.0022.00 23.00 22.00 23.0023.00 24.00 23.00 24.0024.00 25.00 24.00 25.0025.00 26.00 25.00 26.0026.00 27.00 26.00 27.0027.00 28.00 27.00 28.0028.00 29.00 28.00 29.0029.00 30.00 29.00 30.0030.00 31.00 30.00 31.0031.00 32.00 31.00 32.0032.00 33.00 32.00 33.0033.00 34.00 33.00 34.0034.00 35.00 34.00 35.0035.00 36.00 35.00 36.0036.00 37.00 36.00 37.0037.00 38.00 37.00 38.0038.00 38.60 38.00 38.46_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE-B(See Clause 2.1)DEVELOPMENT OF THE PROJECT HIGHWAY1. HIGHWAY DEVELOPMENT OF THE PROJECTDevelopment of project highway shall include construction of project highway asdescribed in this Schedule-B and in Schedule-C.2. TWO LANING2.1 Two laning shall include construction of project highway described in Annex-I ofthis Schedule-B and Annex-I of Schedule-C.2.2 Two Laning shall be undertaken and completed by the Concessionaire inconformity with the Specifications and Standards set forth in Annex-I of Schedule-D._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadAnnex-I(Schedule-B)Description of Project Highway1.0 GeneralThe description for the various elements of the Project Highway given here in under is thebare minimum for the ‘Project’. The ‘Project’ has the same meaning as defined in Article 48of Concession Agreement. In planning, design and execution of the works in connectionwith the development of Project Highway the Concessionaire shall take all such actions anddo all such things as will enable MPRDC to provide an acceptably safe highway in respectof its condition (structural safety) and use (road safety) and ensure that members of thepublic are treated with all due courtesy and consideration.2.0 Project HighwayNotwithstanding anything contained in this document, the Concessionaire shall himselfcarryout and be responsible for engineering surveys, investigations and detailedengineering designs and prepare the designs, working drawings for all the componentsrelevant for the improvement and up-gradation of the project highway to fulfill the scope ofthe project as envisaged herein under. These shall comply with Manual of DesignSpecifications and Standards given in Schedule D. The designs for different projectfacilities shall follow the locations and indicative designs given in Schedule C and shallcomply with design specifications and standards outlined in Schedule D. The maintenanceof the different elements of project Highway and facilities thereon shall follow the minimummaintenance requirements as described in Schedule ‘K’. All the designs and drawings shallbe reviewed by the Independent Engineer prior to execution._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road2.10 Cross Sections and Width2.1.1 Two-Laning with granular and paved ShoulderThe carriageway shall be 7 meters wide with 2.5 meter granular shoulder on either sideshall be provided in open country & carriageway of 7.0m width with Paved shoulders of1.5m & Granular shoulders of 1.0m shall be provided in built up sections.2.1.2 Cross SectionsThe minimum design criterions are indicated in Schedule D for the development of theProject Highway. Typical cross-sections along the length of project highway are given inFig 2.1 & 2.3 of Schedule ‘Di. The Project Highway shall be widened with typical cross sections of two lane withgranular shoulders without service road for entire open country (Plain/rollingterrain) as per cross section shown Fig 2.1 of Schedule ‘D’.ii. Selected stretches passing through built up area shall be widened to 4 lane dividedcarriageway as per cross section as shown in Fig 2.2 of Schedule 'D'.iii.Selected stretches passing through built up area shall be widened to two lane withpaved shoulder Fig 2.3 of Schedule ‘D’.2.13 Built up section having four lane divided Carriageway with FootpathFour laning carriageway having cross section Fig 2.2 of Schedule 'D' shall be constructed in400 length in Akodia town on project road.2.14 Built up sections having Two lane with paved shoulderTwo laning carriageway having cross section of 7.0m width & 1.5m paved shoulder & 1.0mgranular shoulder on either side of side of road as per Fig 2.3 of Schedule ‘D’ shall beconstructed in following reaches :-Design Chainage: Proposed 2 Laning with paved shoulderSr. Design Chainage Length (Km) City/TownNo. FromTo1 0/000 1/300 1.30 Sujalpur2 2/600 3/100 0.50 Ranoganj3 4/800 5/300 0.50 Mohamadkheda4 10/800 12/100 1.30 Akodia5 20/300 20/700 0.40 Mudlai6 24/250 25/100 0.85 Salsalai7 28/700 28/900 0.20 Godna8 33/500 34/300 0.80 Kachikheda9 37/700 38/460 0.76 SarangpurTotal Length6.61km_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road2.2 Service RoadNo service road is proposed along entire stretch of the project Road.2.3 BypassThere is no bye-pass in the Project Highway..2.4 Geometric ImprovementHorizontal alignment shall be improved on deficient curves as shown in clause 2.6 ofschedule “A” as per standards set forth in schedule “D”.2.5 DrainageThe drainage in open country and Built-up area on Project Highway shall be as per Manualof Standards and Specification for Two lane with earthen Shoulders Schedule ‘D’. In builtuparea covered or piped drains with manholes at suitable intervals to desilt the pipes, shallbe provided. Such drains shall be accommodated below the footpath, if additional land isnot available.2.6 Intersections:There are total 2 major /16 minor road junctions which are priority junction that needed tobe improved. List indicating type and location is given in table below. Detailed drawing anddesign of these 24 Intersections shall be improved as per standard and specifications setforth in Schedule-‘D’.Major IntersectionsSr.No.ExistingChainageDesignChainageLeftRightSurfaceTypeWidth(m)Type Major/Minor1Shujalpur0/000 0/000 Shujalpur Mandi BT 7.00 T MajorCity2 38/600 38/460 Indore Agra BT 7.00 T MajorMinor JunctionsSr. Existing Design Left Right Surface Width Type Major/No. Chainage ChainageType (m)Minor1 1/450 1/450 Field BT 3.75 VR Minor2 4/980 4/980 Nichor BT 3.75 VR Minor3Khedi5/010 5/010NagarBT 3.75 VR Minor4 6/800 6/800 Patalvad BT 3.75 VR Minor_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSr. Existing Design Left Right Surface Width Type Major/No. Chainage ChainageType (m)Minor5 8/000 8/000 Ajanayi BT 3.75 VR Minor6 11/650 11/650 Akodiya BT 3.75 VR Minor7 13/660 13/660 Kotiya BT 3.75 VR Minor8 15/120 15/120 Girana BT 3.75 VR Minor9 18/040 18/040 Bhaisroad BT 3.75 VR Minor10 20/130 20/130 Field BT 3.75 VR Minor11 24/533 24/533 Mudlai BT 3.75 VR Minor12 27/200 27/200 Godna BT 3.75 VR Minor13 24/533 24/533 Mudlai BT 3.75 VR Minor14 27/200 27/200 Godna BT 3.75 VR Minor15 31/635 31/635 Kiloda BT 3.75 VR Minor16 35/171 35/171 Kalukheda BT 3.75 VR Minor2.7 Grade Separated Structures and Under PassGrade Separated Structures and UnderPassesfor pedestrian and cattle crossing are not proposed on the project road corridor.2.8 Road Over Bridge (ROB)ROBs are not proposed in the project road.3.0 Grade Separated Intersections/Interchanges3.1 Grade Separated Intersections with / without ramp are not proposed in the project.3.2 Interchanges -Not proposed anywhere in the project.4.0 RaisingRaising is not proposed.4.1 Reconstruction / New Construction4.1.1 ReconstructionThe entire length of project Road is proposed for Reconstruction.5.0 StructuresBrief details of existing structures and proposal of Major Bridge, Minor Bridge, Slab Culvertsand Pipe Culverts to be widened; reconstruction and new construction are given in TableB-2. Any additional structures requiring new construction, strengthening or widening duringentire Concession period will be the responsibility of the concessionaire for which nocompensation will be paid.(a)Table B-2Details of Existing Structure_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadType of StructurePipeCulvertSlab/BoxCulvertMinorBridgesMajorBridgesTotal No. 13 13 06 00 -ROBRemarks2 Nos.CanalCrossing(b)Proposal of ImprovementBrief details of Improvement proposal :ImprovementType of Structureproposed Pipe Slab/Box Minor Major ROB RemarksCulvert Culvert Bridges BridgesWidening + Repair and 08 10 01 - - -strength.Retained - - - - - -Reconstruction 05 02 04 02 - -Replacement of- - - - - -Super-structureNew Construction - - - - - -The cross drainage structures shall be designed in accordance with the design standardsset forth in Schedule-‘D’. List of proposed structures to be reconstructed, widened + repair,retained and new construction as per above table are as mentioned hereafter.Where the existing bridges are proposed to be retained, rehabilitation of substructure /superstructure of any kind including replacement of bearings, expansion joints, pitching,pier protection, provision of barrier and railings shall be designed as per standard set forthin Schedule-‘D’.Structure wise details of Improvement proposal are as under:-(a)Reconstruction of H. P.Culverts(05nos)Sr.No.ExistingChainage(Km)Details of Existing StructureType ofStructureOpeningWidth ofStructureexistingDetails of Proposed StructureOpeningType ofSpan x ProposalStructureHeight1 16+310 HPC 1x300 7.00 HPC 1 x 1000 Reconstruction2 35+653 HPC 4x450 7.65 HPC 2 x 1000 Reconstruction3 37+162 HPC 1x300 7.55 HPC 1 x 1000 Reconstruction4 37+573 HPC 1x300 7.80 HPC 1 x 1000 Reconstruction5 38+497 HPC 1x300 7.30 HPC 1 x 1000 ReconstructionReconstruction of Slab Culverts (Total 02 No.)Sr. Existing Details of Existing Structure Details of Proposed Structure_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadNo.Chainage(Km)1 8+7302 24+400Type ofStructureSlabCulvertSlabCulvertOpeningWidth ofStructureexisting2 x 2.70 8.251x0.8 5.80Type ofStructureSlabCulvertSlabCulvertOpeningSpan xHeightProposal1 x 6.00 Reconstruction1x2.00 Reconstruction(b)Widening of Slab/Box Culvert (Total 10 Nos.)Sr.No.Existingchainage(Km)Type Arrangement Width ofStructureexistingProposal1 0+200 Slab Culvert 2 x 2.40 8.30 Widening upto 12.00m2 24+050 Box Culvert 1.0 x 3.00 7.60 Widening upto 12.00m3 32+900 Slab Culvert 1.0 x 2.25 6.70 Widening upto 12.00m4 37+530 Slab Culvert 1.0 x 2.10 6.70 Widening upto 12.00m5 7+700 Box Culvert 1 x 4.50 8.30 Widening upto 12.00m6 7+800 Box Culvert 1 x 4.00 8.30 Widening upto 12.00m7 9+630 Box Culvert 1 x 3.00 8.30 Widening upto 12.00m8 21+750 Box Culvert 1 x 1.00 8.55 Widening upto 12.00m9 24+350 Box Culvert 2 x 0.90 5.90 Widening upto 12.00m10 29+150 Box Culvert 1 x 1.25 5.80 Widening upto 12.00m(ii)Widening of Pipe Culvert (Total 08 Nos.)Sr.No.ExistingChainage(Km)TypeArrangementWidth ofStructureExistingProposal1 12+413 Hume Pipe 3X900 8.30 Widening upto 12.00m2 17+455 Hume Pipe 4X900 8.40 Widening upto 12.00m3 25+449 Hume Pipe 4X900 9.15 Widening upto 12.00m4 30+129 Hume Pipe 1X900 10.00 Widening upto 12.00m5 32+999 Hume Pipe 1X900 10.05 Widening upto 12.00m6 33+302 Hume Pipe 1X900 10.05 Widening upto 12.00m7 33+857 Hume Pipe 2X900 10.15 Widening upto 12.00m8 36+553 Hume Pipe 1X900 10.10 Widening upto 12.00m(2) Bridges(a)(i)Proposal of Major BridgesReconstruction of Minor Bridges as Major bridges (02) Nos:-Sr.No.ExistingChainage(Km)Details of existing structureType ofStructureSpanWidth ofStructureProposalProposedwidth_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road1Minor 8x7.20 6.90 Reconstruction2+200Bridgewith 4 x 18.0 m6x5.20 6.75 New2Minorconstruction to35+050Bridge12m with 6 x10.0 m(b) Proposal of Minor Bridges12.00m12.00mSr.No.(i)ExistingChainage(Km)1 8+8502 19+7003 29+0804 36+030Reconstruction of Minor Bridges – 04 No.Details ofProposedProposal StructureSpan WidthType ofStructureSpan3 X 6.85 8.25 Reconstruction RCC Slab3 x8.02 X 2.50 6.40 Reconstruction RCC Slab7 x6.05X 1.95 5.55 Reconstruction RCC Slab5 x9.02 X 4.80 6.75 Reconstruction RCC Slab1 x10.0Details of Existing StructureType ofStructureMinorBridgeSlabCulvertMinorBridgeMinorBridgeProposedwidth1212121212(i)Widening of Minor bridges - 01 No.Sr.No.ExistingChainage (Km)Details of Existing StructureType ofStructureSpanWidth1 32+790 Minor Bridge 3 X 4.60 6.80ProposalWidening upto12.00m6.0 Entry and Exit RampEntry and Exit ramps have not been provided in the Project.7.0 Slope ProtectionThe side slope shall be protected by using suitable slope protection measures whereverrequired along the Project Highway.8.0 UtilitiesProvision of accommodating utilities shall be made both over as well as undergroundwherever required.9.0 Environment Management :-_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadThe Project Highway during design, construction, operation and maintenance shall conformto the environmental rules and regulations in force. The Concessionaire shall beresponsible for the same. As such EMP Report enclosed herewith for his guidance shouldbe referred to. He would be responsible for implementing the Environment Managementplan and all expenditure incurred on account of this shall be borne by the concessionaire_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE-CProject Facilities1. The Concessionaire shall construct the project facilities in accordance with theprovisions of this agreement. Such Project facilities shall includea) Toll plazasb) Road side furniturec) Tree plantationd) Landscapinge) Truck lay baysf) Bus bays and bus sheltersg) Highway lightingh) Others‣ Cattle crossings‣ Development of site for wayside amenities‣ Traffic aid posts‣ Medical aid posts‣ Vehicle rescue posts‣ Telecom system; and‣ Highway traffic management system2. Project Facilities for (Two-Laning)Project Facilities forming part of (Two-Laning) and to be completed on or beforethe Project completion date._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadAnnex-I(Schedule-C)Project Facility1.0 Concessionaire shall construct the project facilities described below to form part of two laneProject Highway. The project facility shall include:a) Toll plazasb) Road side furniturec) Tree plantationd) Landscapinge) Truck lay baysf) Bus bays and bus sheltersg) Vehicle to MPRDCh) Others‣ Cattle crossings‣ Development of site for wayside amenities‣ Traffic aid posts‣ Medical aid posts‣ Vehicle rescue posts‣ Telecom system; and‣ Automatic Traffic Management SystemThe details of project facilities to be provided are as below:-(a)Toll plazas: The project road is envisaged to be developed on commercial basis.Direct tolling method of revenue generation by constructing user fee plazas havebeen proposed. Based on the traffic stud yone toll plazas are proposed at suitablelocation given in table below.Sr.No.Location of toll Plaza(Design Chainage)Homogenous SectionDesign Chainage)1 Km 36.0to 37.0 Shujalpur to Sarangpur (Km0.00 to Km 38..46Length (Km)38.46For the purpose of tolling, the project is classified as one homogeneous section tomeet the requirement of toll notification. The toll plaza shall be provide as per standard setforthin Schedule 'D' having all facilities like lighting, water supply, and fire fighting system etc.Exact location of toll plaza between the specified chainage will be finalized as per clause 10.2of Schedule 'D'. The land required for toll plaza shall be assessed by Concessionaire andagreed to by MPRDC._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road(b)Road Side Furniture(i)Road side furniture is to be provided as per standard set-forth in Schedule‘D’ on entire length of project.Overhead sign boards meeting the requirement of clause 11.5.5 of Schedule ‘D’are to be provided for improvement.(c)(d)Tree Plantation: All along the road, trees should be planted be planted as perstandard set forth in Schedule ‘D’. No of trees to be planted shall be at least 10times the trees cut during construction.Landscaping : It shall be at the location close to Toll-Plaza.All the borrow areas shall be properly dressed maintaining drain ability outwardfrom the road facility. The side slopes shall be turfed. Standards specifications setforth in Schedule ‘D’.(e)Sr.No.Truck lay bays : This should be provided as per standard set forth in Schedule ‘D’.The Location areas (indicative) as under:Table C-2: Location of Truck Lay BaysLocations (Km) Side Remarksnil nil nil(f)Bus bays and Bus Shelters: - This should be provided as per standard set forth inclause 13.5 of Schedule ‘D’. The location of bus Shelters shall be as belowTable C-3: Location of Bus shelter(s)Sr. No. Existing Chainage Bus Stands / Bus Stops1 2/750 Gujarikala village – Bus Stand with shelter2 3/200 Ranoganj village – Bus Stand with shelter3 4/700 Mohandkheda village – Bus Stand with shelter4 8/100 Mohandkheda village – Bus Stand with shelter5 10/500 Akodia village – Bus Stand with shelter6 12/500 Akodia village – Bus Stand with shelter7 17/300 Akodia village – Bus Stand with shelter8 20/800 Mudlai village – Bus Stand with shelter9 21/950 Salsalai village – Bus Stand with shelter_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSr. No. Existing Chainage Bus Stands / Bus Stops10 25/200 Salsalai village – Bus Stand with shelter11 29/400 Godna village – Bus Stand with shelter12 31/800 Godna village – Bus Stand with shelter13 33/670 Kachikeda village – Bus Stand with shelter14 37/650 Kachikeda village – Bus Stand with shelterThe land, if any to be acquired will be assesses by the concessionaire & agreed toby MPRDC.(g)Medical aid Posts:- Medical post shall be provided in accordance with the provisionof Concession Agreement.(h) Highway Lighting :-Highway lighting is to be provided at locations as per clause 13.3.3 of schedule D.(i) Rain Water Harvesting :-As per Ministry of Environment and forests notifications, New Delhi dated 14.01.1997(as amended on 13.01.1998, 05.01.1999 and 06.11.2000), the construction of Rainwater Structure is mandatory in and around water crisis area, notified by CentralWater Board.(j) Traffic Safety Devices :-As per clause 7.18 schedule ‘D’, Metal Crash Barriers shall be provided at locationsor bridge approaches and high embankments & sharp curves, specific ghat protion,bridges approach highway.Also, damaged parapets & railing of above bridges shall be replaced by crashbarriers._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE-F (Revised)(See Clause 9.1)PERFORMANCE SECURITYThe Managing DirectorMadhya Pradesh Road Development Corporation Ltd.BhopalWHEREAS:(A) **** (the “Concessionaire”) and the Madhya Pradesh RoadDevelopment Corporation Ltd. (the “MPRDC”) have entered into aConcession Agreement dated __________(the” Agreement”) whereby theMPRDC has agreed to the Concessionaire undertaking the Two laning ofthe development of Sarangpur-Akodia-Shujalpur section of State HighwayNo. 43 on Design, Build, Finance, Operate and Transfer (“DBFOT)” basis,subject to and in accordance with the provisions of the Agreement.(B) The Agreement requires the Concessionaire to furnish a PerformanceSecurity to the MPRDC in a sum of ` 3.37 crores (Rupees three croresthirty seven lacs only) (the “Guarantee Amount”) as security for due andfaithful performance of its obligations, under and in accordance with theAgreement, during the Construction Period (as defined in the Agreement).(C) We, ***** through our Branch at ***** (the “Bank” ) have agreed tofurnish this Bank Guarantee by way of Performance Security.NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably,guarantees and affirms as follows:1. The Bank hereby unconditionally and irrevocably guarantees the due andfaithful performance of the Concessionaire’s obligations during theConstruction Period, under and in accordance with the Agreement, andagrees and undertakes to pay to the MPRDC, upon its mere first writtendemand and without any demur, reservation, recourse, contest or protest, andwithout any reference to the Concessionaire, such sum or sums up to anaggregate sum of the Guarantee Amount as the MPRDC shall claim withoutthe MPRDC being required to prove or to show grounds or reasons for itsdemand and/or for the sum specified therein.2. A letter from the MPRDC under the hand of an Officer not below the rank ofDy. General Manager in the MPRDC that the Concessionaire has committeddefault in the due and faithful performance of all or any of its obligationsunder and in accordance with the Agreement shall be Conclusive, finaland binding on the Bank. The Bank further agrees that the MPRDC shall bethe sole judge as to whether the Concessionaire is in default in due andfaithful performance of its obligations during the Construction Period underthe Agreement and its decision that the Concessionaire is in default shall be_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadfinal, and binding on the Bank, notwithstanding any differences between theMPRDC and the Concessionaire or any dispute between them pending beforeany court, tribunal, arbitrators or any other MPRDC or body or by thedischarge of the Concessionaire for any reason whatsoever.3. In order to give effect to this Guarantee, the MPRDC shall be entitled to actas if the Bank were the principal debtor and any change in the constitution ofthe Concessionaire and/or the Bank whether by their absorption with anyother body or corporation or otherwise shall not in any way or manner affectthe liability or obligation of the Bank under this Guarantee.4. It shall not be necessary, and the Bank hereby waives any necessity, for theMPRDC to proceed against the Concessionaire before presenting to the Bankits demand under this Guarantee.5. The MPRDC shall have the liberty, without affecting in any manner theliability of the Bank under this Guarantee, to vary at any time, the terms andconditions of the Agreement or to extend the time or period for thecompliance with, fulfillment and/or performance of all or any of theobligations of the Concessionaire contained in the Agreement or to postponefor any time and from time to time any of the rights and powers exercisableby the MPRDC against the Concessionaire and either to enforce or forbearfrom enforcing any of the terms and conditions contained in the agreementand/or the securities available to the MPRDC, and the Bank shall not bereleased from its liability and obligation under these presents by any exerciseby the MPRDC of the liberty with reference to the matters aforesaid or byreason of time omission on the part of the MPRDC or of any otherforbearance, indulgence, act or which under any law relating to sureties andguarantors would but for this provision have the effect of releasing the Bankform its liability and obligation under this Guarantee and the Bank herebywaives all of its rights under any such law.6. This Guarantee is in addition to and not in substitution of any other guaranteeor security now or which may hereafter be held by the MPRDC in respect ofor relating to the Agreement or for the fulfillment, compliance and/orperformance of all or any of the obligation of the concessionaire under theAgreement.7. Notwithstanding anything contain hereinbefore, the liability of the Bankunder this guarantee is restricted to the Guarantee Amount and this Guaranteewill remain in force until the earlier 1 st (first) anniversary of the AppointedDate or compliance of the conditions specified in paragraph 8 below andunless a demand or claim in writing is made by the MPRDC on the Bankunder this Guarantee, not later than 6 (six) months from the date of expiry ofthis Guarantee, all rights of the MPRDC under this Guarantee shall beforfeited and the Bank shall be relieved from its liabilities hereunder.8. The Performance Security shall cease to be in force and effect when theConcessionaire shall have expended on Project construction an aggregatesum not less than 20% (Twenty percent) of the Total Project Cost which isdeemed to be `.********* crores (Rupees *************crores) for the_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadpurpose of this Guarantee and provided the Concessionaire is not in breach ofthis agreement. Upon request made by the Concessionaire for release of thePerformance Security along with the particulars required hereunder, dulycertified by a statutory auditor of the Concessionaire, the MPRDC shallrelease the Performance Security forthwith.9. The Bank undertakes not to revoke this Guarantee during its currency exceptwith the previous express consent of the MPRDC in writing and declares andwarrants that it has the power to issue this guarantee and the undersigned hasfull powers to do so on behalf of the Bank.10. Any notice by way of request, demand or otherwise hereunder may be sentby post addressed to the Bank at its above referred Branch, which shall bedeemed to have been duly authorized to receive such notice and to effectpayment thereof forthwith, and if sent by post it shall be deemed to have beengiven at the time when it ought to have been delivered in due course of postand in proving such notice, when given by post, it shall be sufficient to provethat the envelope containing the notice was posted and a certificate signed byan officer of the MPRDC that the envelope was so posted shall be conclusive.11. This Guarantee shall come into force with immediate effect and shall remainin force and effect for a period of one year and six month or until it isreleased earlier by the MPRDC pursuant to the provisions of the Agreement.Signed and sealed this ** day of *** 201* at ***.SIGNED, SEALED AND DELIVEREDFor and on behalf of the Bank by:(Signature)(Name)(Designation)(Address)_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE- K:(See Clause 17.2)OPERATION AND MAINTENANCE1. Maintenance Requirements1.1. The Concessionaire shall, at all times, operate and maintain the ProjectHighway in accordance with the provisions of the Agreement, ApplicableLaws and Applicable Permits. In Particular, the Concessionaire shall, at alltimes during the Operation Period, conform to the maintenance requirementsset forth in this Schedule-K (the “Maintenance Requirements”).1.2 The Concessionaire shall repair or rectify any defect or deficiency set forthin Paragraph 2 of this Schedule-K within the time limit specified therein andany failure in this behalf shall constitute a breach of the Agreement. Uponoccurrence of any breach hereunder, the Government shall be entitled torecover Damages as set forth in Clause 17.8 of the Agreement, withoutprejudice to the rights of the Government under the Agreement, includingTermination thereof.2 Repair/rectification of defects and deficiencies:-The obligation of the Concessionaire in respect in Maintenance Requirements shallinclude repair and rectification of the defects and deficiencies specified in Annex.-1of this Schedule – K within the time limit set forth therein.3. Other defects and deficiencies:-3.1 In respect of any defect or deficiency not specified in Annex-I of thisschedule – K, the Concessionaire shall undertake repair or rectification inaccordance with Good Industry Practice.3.2 In respect of any defect or deficiency not specified in Annex.-I of thisSchedule-K, the Independent Engineer may, in conformity with GoodIndustry Practice, specify the permissible limit of deviation or deteriorationwith reference to the Specifications and Standards, and any deviation ordeterioration beyond the permissible limit shall be repaired or rectified bythe Concessionaire with in the time limit specified by the IndependentEngineer.4. Extension of time limitNot withstanding any thing to the contrary specified in this schedule-K, if the natureand extent of any defect or deficiency justifies more time for its repair orrectification than the time specified herein, the Concessionaire shall be entitled toadditional time in conformity with Good Industry Practice. Such additional timeshall be determined by the Independent Engineer and conveyed to theConcessionaire and the Government with reasons thereof.5. Emergency repairs/restorationNotwithstanding anything to the contrary contained in this Schedule-K, if anydefect, deficiency or deterioration in the Project Highway poses danger to the life orproperty of the User thereof, the Concessionaire shall promptly take all reasonablemeasures for eliminating or minimizing such danger.6. Daily Inspection by the concessionaireThe Concessionaire shall, through its engineer, undertake a daily visual inspectionof the Project Highway and maintain a record thereof in a register to be kept in suchform and manner as the Independent Engineer may specify. Such record shall be_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadkept in safe custody of the Concessionaire and shall be open to inspection by theGovernment and the Independent Engineer at any time during office hours.7. Divestment RequirementAll defects and deficiencies specified in this Schedule-K shall be repaired rectifiedby the Concessionaire so that the Project Highway conforms to the MaintenanceRequirements on the Transfer Date.8. Display of Schedule – KThe concessionaire shall display a copy of this Schedule-K at the Toll Plaza[s]along with the Complaint Register stipulated in Article-46_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road(Schedule-K)REPAIR/RECTIFICATION OF DEFECTS AND DEFICIENCIESAnnex-IThe Concessionaire shall repair and rectify the defects and deficiencies specified in thisAnnex-I of Schedule-K within the time limit set forth hereinNature of defect or deficiencyTime limit for Repair/rectificationROADS(a)Carriageway and paved shoulders(i) Breach or blockade - Temporary restoration ofTraffic within 24 hours; permanentrestoration within 15 days(ii) Roughness value exceeding 3000 - 180 daysmm in a stretch of 1km (as measuredby a standardized Vehicle mountedROMDAS system Rougho meter/BumpIntegrator)(iii) Characteristic deflection as per IRC-81-1997- Every year afterrainy season(iv) Pot holes - 48 hours(v) Cracking in more than 5% of road - 30 daysSurface in a stretch of 1 km(vi) Rutting 10mm in more than 2% of - 30 daysroad surface in a stretch of 1 km(measured with 3 m straight edge)(vii) Bleeding/skidding - 7 days(viii) Raveling/Stripping of bitumen - 15 daysSurface Exceeding 10 sq m(ix) Damage to pavement edges - 15 daysexceeding 10 cm(x) Removal of debris - 6 hours(b) Hard/earth shoulders, side slopes, drains and culverts(i) Variation by more than 2% in - 30 daysprescribed slope of camber/cross fall(ii) Edge drop at shoulders exceeding - 7 days40 mm(iii) Variation by more than 15% - 30 daysin the prescribed side (embankment)slopes(iv) Rain cuts/gullies in slope - 7 days(v) Damage to or silting of culverts and - 7 daysSide drains during and immediatelyPreceding the rainy season(vi) Desilting of drains in - 48 hoursurban/semi-urban areas(c) Road side furniture including road signs and pavement marking_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road(i) Damage to shape or position; - 48 hourspoor visibility or loss of retro-reflectivity(d) Street Lighting and telecom (ATMS)(i) Any major failure of the System - 24 hours(ii) Faults and minor failures - 8 hours(e) Trees and plantation(i) Obstructions in a minimum - 24 hourshead-room of 5 m above carriagewayor obstruction In visibility of road signs(ii) Deterioration in health of trees - Timely watering and bushesand treatment(iii) Replacement of trees and bushes - 90 daysiv) Removal of vegetation affecting - 15 dayssight line and road structures(f)Rest areas(i) Cleaning of toilets - Every 4 hours(ii) Defects in electrical, water and - 24 hourssanitary installations(g)Toll plaza[s](i) Failure of toll collection equipment or - 8 hourslighting(ii) Damage to toll plaza - 7 days(h)Other Project Facilities and Approach roads(i) Damage or deterioration in Approach - 15 daysRoads, [pedestrian Facilities, truckLay-bys, bus-bays, bus-shelters,Cattle crossings, Traffic Aid Posts,Medical Aid Posts and other works](ii)Damage or deterioration in Crash Barriers - 15 daysBRIDGES(a)Superstructure of bridges(i)Cracks-Temporary measures - within 48 hoursPermanent measures - within 45 days(ii) Spelling/scaling - 15 days(b)Foundations of bridges(i) Scouring and/or cavitations - 15 days(c)Piers, abutments, return walls and wing walls of bridges(i) Cracks and damages including settlement - 30 daysand tilting(d)Bearings (metallic) of bridges(i) Deformation - 15 days_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road(e)Joints in bridges(i) Loosening and malfunctioning of joints - 15 days(f)Other items relating to bridges(i) Deforming of pads in electrometric bearings - 7 days(ii)Gathering of dirt in bearings and joints;or clogging of spouts, weep holes and - 3 daysvent-holes(iii) Damage or deterioration in parapets - 3 daysside slopes of approaches(iv) Rain-cuts or erosion of banks of the - 15 daysside slopes of approaches(v) Damage to wearing coat - 15 days(vi) Damage or deterioration in approach - 30 daysslabs, pitching, apron, toes , floor orguide bunds(vii) Growth of vegetation affecting the - 15 days structureorobstructing the waterway_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE-L(See Clause 18.1.1)SAFETY REQUIREMENTS1 Guiding principles1.1 Safety Requirements aim at reduction in injuries, loss of life and damage toproperty resulting from accidents on the Project Highway, irrespective of theperson(S) at fault.1.2 Users of the Project Highway include motorized and non-motorized vehicles as wellas pedestrians and animals involved in, or associated with accidents. VulnerableRoad Users (VRU) include pedestrians as well as riders of motorized two-wheelers,bicycles and other vehicles which do not provide adequate occupant protection.1.3 Safety Requirements apply to all phases of construction, operation and maintenancewith emphasis on identification of factors associated with accidents, considerationof the same, and implementation of appropriate remedial measures.1.4 Safety Requirements include measures associated with traffic management andregulation such as road signs, pavement marking, traffic control devices, roadsidefurniture, highway design elements, enforcement and emergency response.2 Obligations of the ConcessionaireThe Concessionaire shall abide by the following insofar as they relate to safety ofthe Users:(a)Applicable Laws and Applicable Permits;(b)Manual for Safety in Road Design, issued by MPRDC;(c) Relevant Standards/Guidelines of IRC relating to road geometrics, bridges, culverts,road signs, pavement marking and roadside furniture;(d)Provisions of this Agreement; and(e)Good Industry Practice.3 Appointment of Safety ConsultantFor carrying out safety audit of the Project Highway under and in accordance withthis Schedule-L, the MPRDC shall appoint from time to time, one or more qualifiedfirms or organizations as its Independent Consultants who will also act as the“Safety Consultant”. The Safety Consultant shall employ a team comprising,without limitation, one road safety expert and one traffic planner to undertake safetyaudit of the Project Highway.4 Safety measures during Development Period4.1 Not later than 90 (ninety) days from the date of this Agreement, the MPRDC shallappoint a Safety Consultant for carrying out safety audit at the design stage of theProject. The Safety Consultant shall collect data on all fatal crashes and other roadaccidents which occurred on the Project Highway in the preceding two years byobtaining copies of the relevant First Information Report (FIR) from the policestations having jurisdiction. The information contained in such FIRs shall besummarized in the form prescribed by MPRDC for this purpose and the data shall_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadbe analyzed for the type of victims killed or injured, impacting vehicles, location ofaccidents and other relevant factors.4.2 The Concessionaire shall provide to the Safety Consultant, in four copies, therelevant drawings containing the design details that have a bearing on safety ofUsers (the “Safety Drawings”). Such design details shall include horizontal andvertical alignments; sightlines; layouts of intersections; interchanges; road crosssection;bridges and culverts; side drains; provision for parked vehicles, slowmoving vehicles (tractors, bullock carts, bicycles) and pedestrians; bus bays; trucklay-bys; and other incidental or consequential information. The safety Consultantshall review the design details and forward three copies of the Safety Drawings withits recommendations, if any, to the Independent Engineer who shall record itscomments, if any, and forward one copy each to the MPRDC and theConcessionaire.4.3 The accident data and the design details shall be compiled, analyzed and used by theSafety Consultant for evolving a package of recommendations consisting of safetyrelated measures for the Project Highway. The safety audit shall be completed in aperiod of three months and a report thereof (the “Safety Report”) shall be submittedto the MPRDC, in five copies. One copy each of the Safety Report shall beforwarded by the MPRDC to the Concessionaire and the Independent Engineerforthwith.4.4 The Concessionaire shall endeavor to incorporate the recommendations of theSafety Report in the design of the Project Highway, as may reasonably by requiredin accordance with Applicable Laws, Applicable Permits, Manuals and Guidelinesof MOSRTH and IRC, Specifications and Standards, and Good Industry Practice. Ifthe Concessionaire does not agree with any or all of such recommendations, it shallstate the reasons thereof and convey them to the MPRDC forthwith. In the eventthat any or all of the works and services recommended in the Safety Report fallbeyond the scope of Schedule-B, Schedule-C or Schedule-D, the Concessionaireshall make a report thereon and seek the instruction of the MPRDC for funded forfunding such works out of the Safety Reserve in accordance with the provisions ofArticle 18.4.5 Without prejudice to the provisions of Paragraph 4.4, the Concessionaire and theIndependent Engineer shall, within 15 (fifteen) days of receiving the Safety Report,send their respective comments thereon to the MPRDC, and not later than 15(fifteen) days of receiving such comments, the MPRDC shall review the same alongwith the Safety Report and by notice direct the Concessionaire to carry out any orall of the recommendations contained therein with such modifications as theMPRDC may specify; provided that any works or services required to beundertaken hereunder shall be governed by the provisions of Article 18.5 Safety measures during Construction PeriodSafety Consultant shall be appointed by the MPRDC, not later than 4 (four) monthsprior to the expected COD Project Completion Date, for carrying out a safety auditof the completed Construction Works_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSafety Consultant shall collect and analyze the accident data for the preceding twoyears in the manner specified in Paragraph 4.1 of this Schedule-L. It shall study theSafety Report for the Development Period and inspect the Project Highway toassess the adequacy of safety measures. The safety Consultant shall complete thesafety audit within a period of 4 (four) months and submit a Safety Reportrecommending a package of additional road safety measures, if any, that areconsidered essential for reducing accident hazards on the Project Highway. Suchrecommendations shall be processed, mutatis mutandis, and acted upon in themanner set forth in Paragraphs 4.3, 4.4 and 4.5 schedules –L.The Concessionaire shall make adequate arrangements during the ConstructionPeriod for the safety of workers and road Users in accordance with the guidelines ofIRC for safety in construction zones, and notify the MPRDC and the IndependentEngineer about such arrangements.6. Safety measures during Operation Period6.1 The Concessionaire shall develop, implement and administer a surveillance andsafety programme for Users, including correction of safety violations anddeficiencies and all other actions necessary to provide a safe environment inaccordance with this Agreement.6.2 The Concessionaire shall establish a Highway Safety Management Unit (the“HSMU”) to be functional on and after {COD} and designate one of its officers tobe in-charge of the HSMU. Such officer shall have specialist knowledge andtraining in road safety and traffic engineering by having attended a courseconducted by a reputed organization on the subject.6.3 The Concessionaire shall keep a copy of every FIR recorded by the Police withrespect to any accident occurring on the Project Highway. In addition, theConcessionaire shall also collect data for all cases of accidents not recorded by thePolice but where a vehicle rolled over or had to be towed away. The information socollected shall be summarized in the form prescribed by MPRDC for this purpose.The Concessionaire shall also record the exact location of each accident on a roadmap. The aforesaid data shall be submitted to the MPRDC at the conclusion ofevery quarter and to the Safety Consultant as and when appointed.6.4 The Concessionaire shall submit to the MPRDC before the 31 st (thirty first) may ofeach year, an annual report (in ten copies) containing, without limitation, a detailedlisting and analysis of all accidents of the preceding Accounting Year and themeasures taken by the Concessionaire pursuant to the provisions of Paragraph 6.1 ofthis Schedule-L for averting or minimizing scum accidents in future.6.5 Once in every Accounting Year, a safety audit shall be carried out by the SafetyConsultant to be appointed by the MPRDC. It shall review and analyze the annualreport and accident data of the preceding year, and undertake an inspection of theProject Highway. The Safety Consultant shall the complete the safety audit within aperiod of 1 (One) month and submit a safety report recommending specific_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadimprovements, if any, required to be made to the road, bridges, culverts, markings,signs, road furniture and Project Facilities, including cattle crossings and pedestriancrossings. Such recommendation shall be processed, mutatis mutandis, and actedupon in the manner set forth in Paragraphs 4.3, 4.4 and 4.5 of this Schedule-L.7 Costs and expensesCosts and expenses incurred in connection with the Safety Requirements set forthherein including the provisions of Paragraph 2 of this Schedule, shall be met inaccordance with Article 18, and in particular, the remuneration of the SafetyConsultant, the cost of works and services, safety audit, and costs incidental thereto,shall be met out of the Safety Reserve Fund._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE-Q (Revised)(See Clause 23.2.1)TERMS OF REFERENCE FOR INDEPENDENT ENGINEER1. Scope1.1 These Terms of Reference for the Independent Engineer (the "TOR" ) are beingspecified pursuant to the Concession Agreement dated .............. (the 'Agreement"),which has been entered into between the MPRDC and ....... (the " Concessionaire")for two - laning of the Saranpur-Akodia-Shujalpur State Highway No. 41 in theState on build, operate and transfer (BOT) basis, and a copy of which is annexedhereto and marked as Annex-A to form part of this TOR.1.2 This TOR shall apply to construction, operation and maintenance of the twolane)Project Highway,2. Definitions and interpretation2.1 The words and expressions beginning with or in capital letters used in this OR andnot defined herein but defined in the Agreement shall have, unless repugnant to thecontext, the meaning respectively assigned to them in the agreement.2.2 References to Articles, Clauses and Schedules in this TOR shall, except here thecontext otherwise requires, be deemed to be references to the articles, Clauses andSchedules of the Agreement, and references to paragraphs shall be deemed to bereferences to Paragraphs of this TOR.2.3 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Agreement shallapply, mutatis mutandis, to this TOR.3. Role and functions of the Independent Engineer.3.1 The role and functions of the Independent Engineer shall include the following:-i) review of the Drawings and Documents as set forth in paragraph 4;ii) review, inspection and monitoring of Construction Works as set forth inparagraph 5;(iii) Conducting Tests on completion of construction and issuingCompletion/Provisional Certificate as set forth in Paragraph 5:(iv) review, inspection and monitoring of O&M as set forth in Paragraph 6;v) review, inspection and monitoring of Divestment Requirements as set forthin Paragraph 7;vi) determining, as required under the Agreement, the costs of any works orservices and/ or their reasonableness;vii) determining, as required under the agreement, the period or anyextension thereof, for performing any duty or obligation;(viii) assisting the Parties in resolution of disputes as set forth in Paragraph 9 ; and(ix) undertaking all other duties and functions in accordance with theAgreement.3.2 The Independent Engineer shall discharge its duties in a fair, impartial and efficientmanner, consistent with the highest standards of professional integrity and GoodIndustry Practice.4. Development Period4.1 During the Development Period, the Independent Engineer shall undertake adetailed review of the Drawings to be furnished by the Concessionaire along withsupporting data, including the geo-technical and hydrological investigations,characteristics of materials from borrow areas and quarry sites, topographicalsurveys and traffic surveys. The Independent Engineer shall complete such review_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadand send its comments/observations to the MPRDC and the Concessionaire within15(fifteen) days of receipt of such Drawings. In particular, such comments shallspecify the conformity or otherwise of such Drawings with the Scope of the Projectand Specifications and Standards.4.2 The Independent Engineer shall review any modified Drawings or supportingDocuments sent to it by the Concessionaire and furnish its comments within 7(seven) days of receiving such Drawings or Documents.4.3 The Independent Engineer shall review the Drawings sent to it by the SafetyConsultant in accordance with Schedule-L and furnish its comments thereon toMPRDC and Concessionaire within 7 (seven) days of receiving such Drawings. TheIndependent Engineer shall also review the Safety Report and furnish its commentsthereon to MPRDC within 15 (fifteen) days of receiving such report.4.4 The Independent Engineer shall review the detailed design, constructionmethodology, quality assurance procedures and the procurement, engineering andconstruction time schedule sent to it by the Concessionaire and furnish itscomments within 15 (fifteen) days of receipt thereof.4.5 Upon reference by MPRDC, the Independent Engineer shall review and commenton the EPC Contract or any other contract for construction, operation andmaintenance of the Project Highway, and furnish its comments within 7 (seven)days from receipt of such reference from the MPRDC.5. Construction Period5.1 In respect of the Drawings, Documents and Safety Report received by theIndependent Engineer for its review and comments during the Construction Period,the provisions of Paragraph 4 shall apply, mutatis mutandis.5.2 The Independent Engineer shall review the monthly progress report furnished by theConcessionaire and send its comments thereon to MPRDC and the Concessionairewithin 7 (seven) days of receipt of such report.5.3 The Independent Engineer shall inspect the Construction Works and the ProjectHighway once every month, preferably after receipt of the monthly progress reportfrom the concessionaire, but before the 20th (twentieth) day of each month in anycase, and make out a report such inspection (the "Inspection Report")setting forth anoverview of the status, progress, quality and safety of construction, including thework methodology adopted, the materials used and their sources and conformity ofconstruction works, such the Scope of the Project and the Specifications andStandards. In a separate section of the Inspection Report, the Independent Engineershall describe in reasonable detail the lapses, defects of deficiencies observed by itin the construction of the Project Highway. The Inspection Report shall also containa review of the maintenance of the existing lanes in conformity with the provisionsof the agreement. The Independent Engineer shall send a copy of its InspectionReport to the MPRDC and the Concessionaire within 7 (seven) days of theInspection.5.4 The Independent Engineer may inspect the Project Highway more than once in amonth if any lapses, defects or deficiencies require such inspections.5.5 For determining that the Construction Works conform to specifications andStandards, the Independent Engineer shall require the Concessionaire to carry out,or cause to be carried out, tests on a sample basis, to be specified by theIndependent Engineer in accordance with Good Industry Practice for qualityassurance. For purposes of this Paragraph 5.5, the tests specified in the IRC SpecialPublication-II (Handbook of Quality Control for Construction of Roads and_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadRunways) and the Specifications for Road and Bridge Works issued by MORTH(the "Quality Control Manuals") or any modification/substitution thereof shall bedeemed to be tests conforming to Good Industry Practice for quality assurance. TheIndependent Engineer shall issue necessary directions to the Concessionaire forensuring that the tests are conducted in a fair and efficient manner, and shallmonitory and review the results thereof.5.6 The sample size of the tests, to be specified by the Independent Engineer underparagraph 5.5, shall comprise 10%(ten percent) of the quality or number of testsprescribed for each category or type of tests in the Quality control Manuals;provided that the Independent Engineer may, for reasons to be recorded inwriting, increase the aforesaid sample size by up to 10% (ten percent) for certaincategories or types of tests.5.7 The timing of tests referred to in Paragraph 5.5, and the criteria for acceptance/rejection of their rests shall be determined by the Independent Engineer inaccordance with the Quality Control Manuals. The tests shall be undertaken on arandom sample basis and shall be in addition to, and independent of, the tests thatmay be carried out by the Concessionaire for its own quality assurance inaccordance with Good Industry Practice.5.8 In the event that the concessionaire carries out any remedial works for removal orrectification of any defects or deficiencies, the Independent Engineer shall requirethe Concessionaire to carry out, or cause to be carried out, tests to determine thatsuch remedial works have brought the Construction Works into conformity with theSpecifications and Standards, and the provisions of this Paragraph 5 shall apply tosuch tests.5.9 In the event that the Concessionaire fails to achieve any of the Project Milestones,the Independent Engineer shall undertake a review of the progress of constructionand identify potential delays, if any. If the Independent Engineer shall determinethat completion of the Project Highway is not feasible within the time specified inthe Agreement, it shall require the concessionaire to indicate within 15( fifteen)days the steps proposed to be taken to expedite progress, and the period withinwhich the Project Completion Date shall be achieved. Upon receipt of a report fromthe Concessionaire, the Independent Engineer shall review the same and send itscomments to the MPRDC and the Concessionaire forthwith.5.10 If at any time during the Construction Period, the Independent Engineer determinesthat the Concessionaire has not made adequate arrangements for the safety ofworkers and Users in the Zone of Construction or that any work is being carried outin a manner that threatens the safety of the workers and the Users, it shall makea recommendation to the MPRDC forthwith, identifying the whole or part of theConstruction Works that should be suspended for ensuring safety in respect thereof.5.11 In the event that the Concessionaire carries out any remedial measures to secure thesafety of suspended works and users, it may, by notice in writing, require theIndependent Engineer to inspect such works, and within 3 (three) days of receivingsuch notice, the Independent Engineer shall inspect the suspended works and makea report to the MPRDC forthwith recommending whether or not such suspensionmay be revoked by the MPRDC.5.12 If suspension of Construction Works is for reasons not attributable to theConcessionaire, the Independent Engineer shall determine the extension of dates setforth in the Project Completion Schedule, to which the Concessionaire is reasonablyentitled, and shall notify the MPRDC and the Concessionaire of the same._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road5.13 The Independent Engineer shall carry out, or cause to carried out, all the Testsspecified in Schedule-I and issue a Completion Certificate or ProvisionalCertificate, as the case may be. For carrying out its functions under this Paragraph5.13 and all matters incidental thereto, the Independent Engineer shall act underand in accordance with the provisions of Article 14 and Schedule-I.5.14 Upon reference from the MPRDC, the Independent Engineer shall make a fair andreasonable assessment of the costs of providing information, works and services asset forth in Article 16 and certify the reasonableness of such costs for payment byMPRDC to the Concessionaire.5.15 The Independent Engineer shall aid and advise the Concessionaire in preparing theMaintenance Manual.6. Operation Period6.1 In respect of the Drawings, Documents and Safety Report received by theIndependent Engineer for its review and comments during the Operation Period, theprovisions of Paragraph 4 shall apply, mutatis mutandis.6.2 The Independent Engineer shall review the annual Maintenance Programmefurnished by the Concessionaire and send its comments thereon to the MPRDC andthe Concessionaire within 15 (fifteen) days of receipt of the MaintenanceProgramme.6.3 The Independent Engineer shall review the monthly status report furnished by theConcessionaire and send its comments thereon to MPRDC and the Concessionairewithin 7 (seven) days of receipt of such report.6.4 The Independent Engineer shall inspect the Project Highway once every month,preferably after receipt of the monthly status report from the Concessionaire, butbefore the 20th (twentieth) day of each month in any case, and make out an O&MInspection Report setting forth an overview of the status, quality and safety ofO&M including its conformity with the Maintenance Requirements and SafetyRequirements. In a separate section of the O&M Inspection Report, the IndependentEngineer shall describe in reasonable detail the lapses, defects or deficienciesobserved by it in O&M of the Project Highway. The Independent Engineer shallsend a copy of its O&M Inspection Report to the MPRDC and the Concessionairewithin 7 (seven) days of the Inspection.6.5 The Independent Engineer may inspect the Project Highway more than once in amonth, if any lapses, defects or deficiencies require such inspection.6.6 The Independent Engineer shall in its O&M Inspection Report specify the tests, ifany, that the Concessionaire shall carry out, or cause to be carried out, for thepurpose of determining that the Project Highway is in conformity with theMaintenance Requirements. It shall monitor and review the results of such tests andthe remedial measures, if any, taken by the Concessionaire in this behalf.6.7 In respect of any defect or deficiency in maintenance parameters laid down inSchedule-K, the Independent Engineer shall, in conformity with Good IndustryPractice, specify the permissible limit of deviation or deterioration with reference tothe Specifications and Standards and shall also specify the time limit for repair orrectification of any deviation or deterioration beyond the permissible limit.6.8 The Independent Engineer shall determine if any delay has occurred in completionof repair or remedial works in accordance with the Agreement, and shall alsodetermine the damages, if any payable by the concessionaire to the MPRDC forsuch delay._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road6.9 The Independent Engineer shall examine the request of the Concessionaire forclosure of any lane(s) of the carriageway for undertaking maintenance/repairthereof, keeping in view the need to minimize disruption in traffic and the timerequired for completing such maintenance/repair in accordance with Good IndustryPractice. It shall grant permission with such modifications, as if may deemnecessary, within 5 (five) days of receiving a request from the Concessionaire.Upon expiry of the permitted period of closure, the Independent Engineer shallmonitor the re-opening of such lane(s), and in case of delay, determine the Damagespayable by the Concessionaire to the MPRDC under Clause 17.7.6.10 The Independent Engineer shall monitor and review the curing of defects anddeficiencies by the Concessionaire as set forth in Clause 19.46.11 In the event that the Concessionaire notifies the Independent Engineer of anymodifications that it proposes to make to the Project Highway, the IndependentEngineer shall review the same and send its comments to the MPRDC and theConcessionaire within 15 (fifteen) days of receiving the proposal.6.12 The Independent Engineer shall undertake traffic sampling, as and when requiredby the MPRDC, under in accordance with Article 22 and Schedule- O.7. Termination7.1 At any time, not earlier than 90 (ninety) days prior to Termination but not later than10 (ten) days prior to such termination, the Independent Engineer shall, in thepresence of a representative of the Concessionaire, in respect of Project Highwayfor determining compliance by the Concessionaire with the DivestmentRequirements set forth in Clause 38.1 and, if required, cause tests to be carriedout at the Concessionaire's cost for determining such compliance. If theIndependent Engineer determines that the status of the Project Highway is such thatits repair and rectification would require a larger amount than the sum set forth inClause 39.2, it shall recommend retention of the required amount in the EscrowAccount and the period of retention thereof.7.2 The Independent Engineer shall inspect the Project Highway once in every 15(fifteen) days during a period of 90 (ninety) days after Termination for determiningthe liability of the Concessionaire under Article 39, in respect of the defects ordeficiencies specified therein. If any such defect or deficiency is found by theIndependent Engineer, it shall make a report in reasonable detail and send itforthwith to the MPRDC and the Concessionaire.8. Determination of costs and time8.1 The Independent Engineer shall determine the costs, and/or their reasonableness,that are required to be determined by it under the agreement.8.2 The Independent Engineer shall determine the period, or any extension thereof, thatis required to be determined by it under the agreement._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road9. Assistance in Dispute resolution9.1 When called upon by either Party in the event of any Dispute, the IndependentEngineer shall mediate and assist the Parties in arriving at an amicable settlement.9.2 In the event of any disagreement between the Parties regarding the meaning, scopeand nature of Good Industry Practice, as set forth in any provision of theAgreement, the Independent Engineer shall specify such meaning, scope and natureby issuing a reasoned writer statement relying on good industry practice andauthentic literature.10. Other duties and functionsThe Independent Engineer shall perform all other duties and functions specified inthe agreement.11. Miscellaneous11.1 The Independent Engineer shall notify its programme of inspection to the MPRDCand to the Concessionaire, who may, in their discretion, depute their respectiverepresentatives to be present during the inspection.11.2 A copy of all communications, comments, instructions, Drawings or Documentssent by the Independent Engineer to the concessionaire pursuant to this TOR, and acopy of all the test results with comments of the Independent Engineer thereon shallbe furnished by the Independent Engineer to the MPRDC forthwith.11.3 The Independent Engineer shall obtain, and the Concessionaire shall furnish in twocopies thereof, all communications and reports required to be to submitted, underthis Agreement, by the Concessionaire to the Independent Engineer, whereupon theIndependent Engineer shall send one of the copiesto the MPRDC along with its comments thereon.11.4 The Independent Engineer shall retain at least one copy each of all Drawings andDocuments received by it, including "as-built" Drawings, and keep them in itssafe custody.11.5 Upon completion of its assignment hereunder, the Independent Engineer shall dulyclassify and list all Drawings, Documents, results of tests and other relevant records,and hand them over to MPRDC or such other person as the MPRDC may specify,and obtain written receipt thereof. Two copies of the said document shall also befurnished in micro film form or in such other medium as may be acceptable toMPRDC._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE – R(See Clause 27.1.1)FEENOTIFICATIONDraft notification which is to be issued is enclosed_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadGovernment of Madhya PradeshPublic Works DepartmentMantralayaDraft NOTIFICATIONBhopal, dated 2010No.F-23-12/2007/G/19. In exercise of the powers, conferred by Section-2 read withSection-4 of the Indian Tolls Act, 1851(No. VIII of 1851) in its application to the State ofMadhya Pradesh, the State Government is pleased to grant sanction for levying toll on thefollowing Basic Rates on the road shown as below, being developed on BOT scheme, on aper trip per vehicle basis for road or part thereof (Homogeneous Section) with effect fromthe date of completion certificate for the road or part thereof (Homogeneous Section) issuedby Madhya Pradesh Road Development Corporation Ltd.S.No. Description Basic Toll Rateeffective from01.09.2007 (Rs.per Km & pertrip)1 Car 0.352 Light Commercial Vehicle 0.853 Bus 1.754 Truck 2.115 Multi Axle Truck 4.212. The toll will be collected by private developer, or their agent, selected by MadhyaPradesh Road Development Corporation Limited. The rates of toll on each toll plazawill be specified by Madhya Pradesh Road Development Corporation Ltd. on thebasis of above Rates. The physical location of Toll Plaza and of HomogeneousSection will be as per the tender issued by MP Road Development Corporationlimited.3. The above rates will increase on every Toll Plaza every year on the basis ofWholesale Price Index and will be rounded off to the nearest five rupees. Theincrease will be made effective from 1 st September every year, based on theWholesale Price Index for the year ending 31 st March. The Basic Toll Rates will beas per the rates notified to be effective as on 01.09.2007. The calculation of tollincrease every year will be done as per the formula (example) given below :-Basic Wholesale Price Index - WPI (A)(For the year ending 31 st March, 2007)Wholesale Price Index for the year - WPI (B)_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadEnded 31 st March, 2008.Formula for calculation:New Toll Rate (w.e.f.01.09.2008) = Basic Toll Rate x WPI(B)WPI (A)For the coming years, the calculations will be done as per the above based on newWholesale Price Index for new years. Basic Wholesale Price Index will be of theyear ending 31 st March, 2007.4. Local Traffic will remain exempted from payment of toll. Such vehicles will beissued monthly passes by the Concessionaire. Such passes will be issued to eligiblevehicle owners, by the Concessionaire, on production of necessary documents andafter payment of monthly fee of Rs. 50.00 (Rupees Fifty only) to be revisedannually applicable from 1 st September of every year to reflect the variation in WPIas compared to WPI of year ended March, 31, 2007 and then rounded off to nearestfive rupees. For the purpose of such exemption, Local Traffic will mean the trafficon account of commuting by a private Car/Jeep or equivalent vehicle by means ofthe Project Highway; provided that such private Car is owned by a person whoresides within a distance of 20 (twenty) Km. from the Toll Plaza.; provided that anyvehicle that uses the part of Project Highway but crosses more than one Toll Plazawill not be reckoned as Local Traffic. Similarly no passes will be required or feewill be collected from such Local Traffic that uses part of the Project Highway anddoes not cross a Toll Plaza.5. Upon construction of service lanes, the Local Traffic and other vehicles shall beentitled to free use of Service lanes and Concessionaire shall be entitled to refuseentry of such vehicles on Project Highway except for upon payment of fee, as isapplicable as per the terms of this notification.6. Levy and collection of toll on the road or part thereof (Homogeneous Section) shallcommence upon completion/provisional completion of construction of the ProjectHighway, in accordance with the provisions of the Concession Agreement.7. The Concessionaire shall, near the entry point of the Project Highway and near theeach Toll Plaza on both sides, prominently display the applicable toll charges forinformation of users approaching from either side of the Project Highway in bothHindi & English.8. Unauthorized Collection(1) In the event that a Concessionaire collects from any person a sum of money not dueand payable hereunder, the Concessionaire shall be liable to refund to such personforthwith the amount so collected along with a sum computed @ 3 % (threepercent) of the amount so collected, for each day from the date of collection till the_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roaddate of refund, by way of damages. In the event that such amount together withdamages computed in the manner as aforesaid is not paid to such person for anyreason whatsoever, the same shall be deposited with MPRDC within a period of 15(fifteen) days from the date of such collection.(2) Any dispute relating to amounts payable by the Concessionaire under Sub-clause8.1 shall be settled by the Divisional Manager, MPRDC having jurisdiction over theProject Highway, by an order in writing and appeal, if any, against such order shalllie with the Chief Engineer, MPRDC having jurisdiction over the Project Highway.(3) Any person aggrieved in connection with the collection of toll may lodge acomplaint to the Divisional Manager, MPRDC having jurisdiction over the ProjectHighway. The Divisional Manager shall pass order on such complaint within aperiod of 15 (fifteen) days and appeal, if any, against such order shall lie with theChief Engineer, MPRDC having jurisdiction over the Project Highway.9. This notification will be effective for the entire concession period as per the tenderissued by MP Road Development Corporation.10. The State Government further declares that following categories of vehicle will beexempted from payment of toll while crossing these roads.1) All vehicles belonging to the Government of India, Government of MadhyaPradesh and those on Government duty.2) Vehicle belonging to the Hon’ble Member of Parliament and Member ofLegislative Assembly.3) All vehicles belonging to the Indian Army on duty.4) Ambulances5) Fire Brigades6) Vehicles belonging to the Indian Posts and Telegraph Department7) Tractor-Trolleys used for agriculture purpose.8) Auto Rickshaws, Two wheeler and bullock carts.9) Freedom fighters and Accredited Journalists.Note: The driver of the vehicle/van so exempted from payment of toll shall state his name,rank and name of duty on which he is engaged.11. The roads selected for development on BOT basis, on which this notification shallapply are as given below:_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadS.No.Name of Road1 Sarangpur-Akodia-ShujalpurRoadHomogeneous Section(in Km)Location of Toll PlazaLength forwhich TollCollectedKm 0.00 to Km 38.46 Km 36.00 to Km 37.00 38.46 KmBy order and in the name ofGovernor of Madhya PradeshDy. SecretaryGovernment of Madhya PradeshPublic Works DepartmentEndt. No. F-23-12/2006/G/19/ Bhopal dated .2010Copy to :1, The Principal Secretary to Hon’ble Chief Minister, Mantralaya, Bhopal2. The Principal Secretary, Finance Department, Mantralaya, Bhopal3. All Commissioner, Madhya Pradesh4. The Accountant General, Bhopal/Gwalior5 Managing Director, MP Road Development Corporation, Bhopal6. The Engineer-in-Chief, Public Works Department, Bhopal7. All Collectors, Madhya Pradesh8. All Chief Engineers, Public Works Department, Madhya Pradesh9 All Superintending Engineer, Public Works Department, Madhya Pradesh10. All Executive Engineer, Public Works Department, Madhya Pradesh11. Controller, Government Press, Bhopal.Dy. SecretaryGovernment of Madhya PradeshPublic Works Department_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roade/; izns’k 'kkluyksd fuekZ.k foHkkx]ea=ky;]& % MªkV vf/klwpuk %&Hkksiky fnuakd @2010Øekad ,Q 23&12@2006@lk-@19 e/;izns’k jkT; dks ykxw gq, :Ik esa Hkkjrh; iFkdjvf/kfu;e] 1851 ¼1851 dk la-&8½ dh /kkjk 4 ds lkFk ifBr /kkjk&2 }kjk iznRr 'kfDr;ksa dks iz;ksx esaykrs gq, jkT; ljdkj] ,rn~}kjk ch-vks-Vh- Ldhe ij fodflr dh tk jgh uhps n’kkZ;h lM+dksa ij] e/;izns’klM+d fodkl fuxe fyfeVsM] }kjk ekxZ vFkok mlds Hkkx ¼vuq:Ik Hkkx½ gsrq tkjh fd;s x;s lekiuizek.k i= dh rkjh[k ls ekxZ vFkok mlds Hkkx ¼vuq:Ik Hkkx½ ij izfr Qsjk izfr ;ku vk/kkj ¼ij fVªi ijosfgdy csfll½ ij fuEufyf[kr ewynjksa ij iFkdj mn~x`ghr djus ds fy, eatwjh iznku djrh gS %&vuq- Ø- foooj.k iFkdj dh ewy njsafnukad 01-09-2007 ls izHkkoh¼:Ik;s izfr fdyksehVj rFkk izfr Qsjk½1- dkj 0-352- gYds ¼okf.kfT;d½ okgu 0-853- cl 1-754- Vªªd 2-115- eYVh ,Dly Vªªd 4-212- iFkdj] e/;izns’k lM+d fodkl fuxe fyfeVsM] }kjk p;fur izkbosV fodkldrkZ ;k mudsvfHkdrkZ }kjk lax`fgr fd;k tk,xkA izR;sd iFkdj Iyktk ij iFkdj dh njsa] mijksDr njksa ds vk/kkj ij]e/;izns’k lM+d fodkl fuxe fyfeVsM }kjk fofufnZ"V dh tk,axhA iFkdj Iyktk rFkk vuq:Ik Hkkx dhHkkSxksfyd fLFkfr e/;izns’k lM+d fodkl fuxe }kjk tkjh Vs.Mj ds vuqlkj gksxhA3- mijksDr njsa izR;sd iFkdj Iyktk ij izR;sd o"kZ Fkksd ewY; lwpdkad ds vk/kkj ij c

Sarangpur-Sujalpur Roadx.kuk lw=uohu iFkdj nj = ewy iFkdj nj X Fkksd ewY; lwpdkad ¼[k½¼fnuakd 01-09-2008 ls½Fkksd ewY; lwpdkad ¼d½vkxkeh o"kksZa gsrq Hkh x.kuk mijksDrkuqlkj u;s o"kZ gsrq Fkksd ewY; lwpdkad ds vk/kkj ij gh dhtk;sxhA ewy Fkksd ewY; lwpdkad 31 ekpZ 2007 dks lekfIr o"kZ dk gh fy;k tk;sxkA4½ yksdy VªsfQd iFkdj ds Hkqxrku ls eqDr jgsaxsA ,sls okguksa dks ekfld ikl leuqnkuxzkgh¼dUls’kuj½ O;fDr }kjk tkjh fd;s tk;saxsA ,sls ikl ,sls ik= okgu ekfydksa dks] vko’;d nLrkost izLrqrdjus ij] leuqnkuxzkgh }kjk rFkk :- 50@& ¼:Ik;s ipkl ek=½ ds ekfld Hkqxrku djus ds i'pkr~ tkjhfd;s tk;saxs] tks fd ;g njsa izfro"kZ 31 ekpZ 2007 dh lekfIr o"kZ ds Fkksd ewY; lwpdkad esa ifjorZugksus ij izR;sd o"kZ dh 1 flracj ls okf"kZd :Ik ls iqujhf{kr dh tkdj rFkk fudVre~ 5@& :- rdiw.kkZafdr dh tk,xhA bl NwV ds iz;kstu ds fy, yksdy VªsfQd ls og VªsfQd vfHkizsr gksxk tks izkbosVdkj @ thi vFkok lerqY; okgu ls ifj;kstuk jktekxZ ij vkokxeu djs rFkk c’krsZ fd ,slh izkbZosV dkj,sls O;fDr ds LokfeRo dh gks tks iFkdj Iyktk ls 20 fdeh- dh nwjh ds Hkhrj fuokl djrk gks ijUrq,sls okgu dks tks ifj;kstuk jktekxksZa ds ,d Hkkx dk rks mi;ksx djrk gS] fdURkq ,d ls vf/kd iFkdjIyktk ikj djrk gks] yksdy VªsfQd ugha le>k tk,xkA blh izdkj ,sls leLr yksdy VªsfQd ls fdlhikl dh vis{kk ugha gksxh ;k mlls dksbZ Qhl lax`ghr ugha dh tk;sxh tks ifj;kstuk jktekxZ ds ,dHkkx dk rks mi;ksx djrs gSa fdUrq fdlh iFkdj Iyktk dks ikj ugha djrsA5- lfoZl ysu fufeZr gksus ij yksdy VªsfQd vkSj vU; ;ku] lfoZl ysu dk fu’kqYd mi;ksx djusds gdnkj gksaxs rFkk leuqnkuxzkgh O;fDr] Qhl ds Hkqxrku djus ds flok; tks fd bl vf/klwpuk dsfuca/kuksa ds vuqlkj iz;ksT; gks] ifj;kstuk jktekxksZa ij ,sls ;ku dks izos’k nsus ls badkj djus dk gdknkjgksxkA6- fdlh ekxZ ;k mlds Hkkx ¼vuq:Ik Hkkx½ ij iFkdj dk mn~xzg.k vkSj laxzg.k ¼vuq:Ik Hkkx½fj;k;r vuqca/k ds mica/kksa ds vuqlkj ifj;kstuk jktekxZ ds fuekZ.k dh iw.kZrk @vLFkkbZ iw.kZrk ls izkjaHkgksxkA7- leuqnkuxzkgh O;fDr ifj;kstuk jktekxZ ds izos’k LFky ij vkSj izR;sd iFkdj&Iyktk ds nksuksavksj ifj;kstuk jkTkekxZ ds nksuksa rjQ ls vkus okys mi;ksxdrkZ dh tkudkjh ds fy, ykxw iFkdj fgUnhvkSj vaxzsth esa laiznf’kZr djsxkA8- vizkf/kd`r laxzg.k %&;fn leuqnkuxzkgh O;fDr fdlh O;fDr ls /ku dh ,slh jkf’k laxzghr djrk gS tks blds v/khu'kks/; vkSj ns; ugha gS rks leuqnkuxzkgh O;fDr laxzg.k dh rkjh[k ls okilh dh rkjh[k rd izR;sd fnuds fy,] bl izdkj laxzghr jde ds 3 izfr’kr dh nj ls laxzghr jkf’k ds lkFk bl izdkj laxzghr jderqjar gh uqdlkuh ds :Ik esa ,sls O;fDr dks okil djus dk nk;h gksxkA ;Fkk iwoksZDr jhfr ls laxf.kruqdlku ds lkFk ,slh jde ds fdlh Hkh dkj.k ls ,sls O;fDr dks lanRr u gksus dh n’kk esa mls ,slslaxzg.k dh rkjh[k ls 15 ¼iUnzg½ fnuksa dh vof/k ds Hkhrj] e/;izns’k lM+d fodkl fuxe esa fuf{kIrfd;k tk;sxkA¼2½ mi [k.M ¼1½ ds v/khu leuqnkuxzkgh ¼dUls’kuj½ }kjk ns; jde ls lacaf/kr dksbZ fooknifj;kstuk jktekxZ ij vf/kdkfjrk j[kus okys laHkkxh; izca/kd e/;izns’k lM+d fodkl fuxe }kjk fyf[kresa vkns’k }kjk fuiVk;k tk,xk vkSj ,sls vkns’k ds fo:) vihy] ;fn dksbZ gks] ifj;kstuk jktekxZ ijvf/kdkfjrk j[kus okys e/;izns’k lM+d fodkl fuxe ds eq[; vfHk;ark dks gksxhA_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road¼3½ iFkdj ds laxzg.k ds laca/k esa O;fFkr dksbZ Hkh O;fDr ifj;kstuk jktekxZ ij vf/kdkfjrk j[kusokys] e/;izns’k lM+d fodkl fuxe ds laHkkxh; izca/kd dks viuh f’kdk;r ntZ djk ldsxkA laHkkxh;izca/kd] 15 ¼iUnzg½ fnuksa dh dkykof/k ds Hkhrj ,slh f’kdk;r ij vkns’k ikfjr djsxk vkSj ,sls vkns’kds fo:) vihy] ;fn dksbZ gks ifj;kstuk jktekxZ ij vf/kdkfjrk j[kus okys e/;izns’k lM+d fodklfuxe ds eq[; vfHk;ark dks gksxhA9- ;g vf/klwpuk e/;izns’k lM+d fodkl fuxe }kjk tkjh dh xbZ fufonk ds vuqlkj laiw.kZ fj;k;rdkykof/k ds fy, izHkkoh gksxhA10- jkT; ljdkj ;g Hkh ?kksf"kr djrh gS fd okguksa dh fuEufyf[kr Jsf.k;kWa bu lM+dksa dks ikj djrsle; iFkdj ds Hkqxrku ls NwV izkIr jgsxh %&1) Hkkjr ljdkj rFkk e/;izns’k ljdkj ds leLr ;ku ljdkjh drZO; ¼M~;wVh½ ij gksaA2) Lakln rFkk fo/kkulHkk ds ekuuh; lnL;ksa ds ;kuA3) leLr ;ku tks Hkkjrh; lsuk ds M~;wVh ij gksaA4) ,EcqysalA5) Qk;j fcxzsMA6) Hkkjrh; Mkd rFkk rkj foHkkx ds ;kuA7) d`f"k iz;kstu ds fy, mi;ksx dh tkus okyh VªSDVj&VªkyhA8) vkVks fjD’kk] nqifg;k rFkk cSyxkfM+;kWaA9) Lora=rk laxzke lsukfu;ksa ,oa vf/kekU;rk izkIr i=dkjAfVIi.kh %&iFkdj ds Hkqxrku ls bl izdkj NwV izkIr ;ku@oSu dk pkyd ¼Mªk;oj½ viuk uke] jSad rFkkdrZO; ¼M~;wVh½] ftlesa og yxk gqvk gS] dfFkr djsxk11- ch-vks-Vh- vk/kkj ij fodkl ds fy, p;u dh xbZ lM+dsa ftu ij fd ;g vf/klwpuk ykxw gksxhfuEukuqlkj gS %&vuqØekad ekxZ dk uke1 Neksg&cfV;kxkcqvk&tkscV&thjifu;k&ck?k&dq{kh4 cSrwy&lkj.kh&Vsdk/kku&tqUukjnso&ijkfl;ke/; izns’k ds jkT;iky ds uke ls rFkkvkns’kkuqlkjmi lfpo]e-iz- 'kklu] yks-fu-fo-] ea=ky;i`- Øekad ,Q 23&12@2006@lk-@19 Hkksiky fnuakdizfrfyfi %&Hkkjr ds lafo/kku ds vuqPNsn 348 ds [kaM ¼3½ ds varxZr bl foHkkx dh vf/klwpuk dzekad ,Q23@12@2006@lk-@19] fnuakd 03-11-2008 dk vaxzsth vuqokn jkT;iky ds izkf/kdkj ls ,rn~ }kjkizdkf’kr fd;k tkrk gSA_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roade/; izns’k ds jkT;iky ds uke lsrFkk vkns’kkuqlkjmi lfpo]e-iz- 'kklu] yks-fu-fo-] ea=ky;i`- Øekad ,Q 23&12@2006@lk-@19 Hkksiky fnuakd @2010izfrfyfi %&1- izeq[k lfpo] eq[;ea=h dk;kZy;] HkksikyA2- izeq[k lfpo] e/;izns’k 'kklu] foRr foHkkx] HkksikyA3- leLr vk;qDr e/; izns’k A4- egkys[kkdkj] e/;izns’k] Xokfy;j @ Hkksiky A5- izca/k lapkyd] e/;izns’k lM+d fodkl fuxe fyfeVsM] HkksikyA6- izeq[k vfHk;ark] yskd fuekZ.k foHkkx] Hkksiky A7- leLr ftyk/;{k] e/;izns’kA8- leLr eq[; vfHk;ark] yksd fuekZ.k foHkkx] e/; izns’kA9- leLr v/kh{k.k ;a=h] yksd fuekZ.k foHkkx] e/; izns’kA10- leLr dk;Zikyu ;a=h] yksd fuekZ.k foHkkx e/;izns’kA11- fu;a=d] 'kkldh; eqnz.kky; Hkksiky dh vksj vxzsf"kr dj] fuosnu gS fd mijksDr vf/klwpuke/;izns’k lk/kkj.k jkti= ds vkxkeh vad esa izdkf’kr djsa] ,oa vf/klwpuk dh 25 izfr;kWa izeq[kvfHk;ark] 25 izfr;kWa bl foHkkx dks rFkk 50 izfr;kWa eqnz.k ds ns;d lfgr izca/k lapkyd]e/;izns’k lM+d fodkl fuxe dks Hkstus dk d"V djsaAmi lfpo]e-iz- 'kklu] yks-fu-fo-] ea=ky;_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE-S (Revised)(See Clause 31.1.2)ESCROW AGREEMENTTHIS ESCROW AGREEMENT is entered into on this the ***day of ***201* atBhopal.AMONGST1 [**** LIMITED], a company incorporated under the provisions of theCompanies Act, 1956 and having its registered office at **** (hereinafterreferred to as the “Concessionaire” which expression shall unless repugnantto the context or meaning thereof include its successors, assigns andpermitted substitutes);2 ****[name and particulars of Lenders’ Representative] and having itsregistered office at ***acting for and on behalf of the Senior Lenders as theirduly authorized agent with regard to matters arising out of or in relation tothis Agreement (hereinafter referred to as the “Lenders’ Representative”which expression shall unless repugnant to the context or meaning thereofinclude its successors and substitutes);3 **** [name and particulars of the Escrow Bank] and having its registeredoffice at ****(hereinafter referred to a the “Escrow Bank” which expressionshall unless repugnant to the context or meaning thereof include it successorsand substitutes); and4 MADHYA PRADESH ROAD DEVELOPMENTCORPORATIONLIMITED a Company incorporated under the provisions ofCompanies Act 1956 and Registered vide Certificate of Incorporation No. U-45203/MP/2004.PIC/16758 dated 14.07.2004 as issued by the Registrar ofCompanies, Madhya Pradesh, Gwalior, and having its office at 16-A, AreraHills, Bhopal – 462 011 (Madhya Pradesh) (hereinafter referred to as“MPRDC” which expression shall unless repugnant to the context ormeaning thereof include its administrators, successors and assigns),WHEREAS:(A)The MPRDC has entered into a Concession Agreement dated *** with theConcessionaire (the “Concession Agreement”) for two-laning of the Rau-Saranpur-Akodia-Shujalpur Section (km ** to **) of State Highway No. 43in the State of Madhya Pradesh on build, operate and transfer (BOT) basis_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadand a copy of which is annexed hereto and marked as Annex-A to form partof this Agreement.(B)(C)Senior Lenders have agreed to finance the Project in accordance with theterms and conditions set forth in the Financing Agreements.The Concession Agreement requires the Concessionaire to establish andEscrowAccount inter alia, on the terms and conditions stated therein.NOW IT IS HEREBY AGREED as follows:1 DEFINITIONS AND INTERPRETATION1.1 DefinitionsIn this Agreement, the following words and expressions shall, unlessrepugnant to the context or meaning thereof, have the meaning hereinafterrespectively assigned to them:“Agreement” means this Escrow Agreement and any amendment theretomade in accordance with the provisions contained herein;“Concession Agreement” means the Concession Agreement referred to inRecital (A) Above and annexed hereto as Annex-A, and shall include all ofits Recitals and Schedules and any amendments made thereto in accordancewith the provisions contained in this behalf therein;“Cure Period” means the period specified in this Agreement for curing anybreach or default of any provision of this Agreement by the Concessionaire,and shall commence from the date on which a notice is delivered by theMPRDC or the Lenders’ Representative, as the case may be, to theConcessionaire asking the latter to cure the breach specified in such notice;“Escrow Account” means an escrow account established in terms of andunder this Agreement, and shall include the Sub Accounts“Escrow Default” shall have the meaning ascribed thereto in Clause 6.1;“Lenders’ Representative” means the person referred to as the Lenders’Representative in the foregoing Recitals;“Parties” means the parties to this Agreement collectively and “Party” shallmeans any of the parties to this Agreement individually;_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road“Payment Date” means, in relation to any payment specified in Clause 4.1,the date (s) specified for such payment; and“Sub-Accounts” means the respective Sub-Accounts of the Escrow Account,into which the monies specified in Clause 4.1 would be credited every monthand paid out if due, and if not in a month then appropriated proportionately insuch month and retained in the respective Sub Accounts and paid out therefrom on the Payment date(s).1.2 Interpretation1.2.1 References to Lenders’ Representative shall, unless repugnant to the contextor meaning thereof, means references to the Lenders’ Representative, actingfor and on behalf of Senior Lenders.1.2.2 The words and expressions beginning with capital letters and defined in thisAgreement shall have the meaning ascribed thereto hereto herein, and thewords and expressions used in this Agreement and not defined herein butdefined in the Concession Agreement shall, unless repugnant to the context,have the meaning ascribed thereto in the concession Agreement.1.2.3 References to Clauses are, unless stated otherwise, references to Clauses ofthis Agreement.1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of theConcession Agreement shall apply, mutatis mutandis, to this Agreement.2 ESCROW ACCOUNT2.1 Escrow Bank to act as trustee2.1.1 The Concessionaire hereby appoints the Escrow Bank to act as trustee for theMPRDC, the Lenders’ Representative and the Concessionaire in connectionherewith and authoritied the Escrow Bank to exercise such rights, powers,authorities and discretion as are specifically delegated to the Escrow Bank bythe terms hereof together with all such rights, powers, authorities anddiscretion as are reasonably incidental hereto, and the Escrow Bank acceptssuch appointment pursuant to the terms hereof.2.1.2 The Concessionaire hereby declares that all rights, title and interest in and tothe Escrow Account shall be vested in the Escrow Bank and held in trust forthe MPRDC, the Lenders’ Representative and the concessionaire, and appliedin accordance with the terms of this Agreement. No person other than theMPRDC, the Lenders’ Representative and the Concessionaire shall have any_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadrights hereunder as the beneficiaries of, or as third party beneficiaries underthis Agreement.2.2 Acceptance of Escrow BankThe Escrow Bank hereby agrees to act as such and to accept all payments andother amount to be delivered to and held by the Escrow Bank pursuant to theprovisions of this Agreement. The Escrow Bank shall hold and safeguard theEscrow Account during the term of this Agreement and shall treat the amount inthe Escrow Account as monies deposited by the Concessionaire, Senior Lendersor the MPRDC, with the Escrow Bank. In performing its functions and dutiesunder this Agreement, the Escrow Bank shall act in trust for the benefit of, andas agent for, the MPRDC, the Lenders’ Representative and the Concessionaire ortheir nominees, successors or assigns, in accordance with the provisions of thisAgreement.2.3 Establishment and operation of Escrow Account2.3.1 Within 30(thirty) days from the date of this Agreement, and in any case priorto the Appointed Date, the Concessionaire shall open and establish theEscrow Account with the ****(name of Branch) Branch of the Escrow Bank.The Escrow Account shall be denominated in Rupees.2.3.2 The Escrow Bank shall maintain the Escrow Account in accordance with theterms of this Agreement and its usual practices and applicable regulations,and pay the maximum rate of interest payable to similar customers on thebalance in the said account from time to time.2.3.3 The Escrow Bank and the Concessionaire shall, after consultation with theLenders’ Representative, agree on the detailed mandates, terms andconditions, and operating procedures for the Escrow Account, but in theevent of any conflict or inconsistency between this Agreement and suchmandates, terms and conditions or procedures, this Agreement shall prevail.2.4 Escrow Bank’s feeThe Escrow Bank shall be entitled to receive it s fee and expenses an amount,and at such times, as may be agreed between the Escrow Bank and theConcessionaire. For the avoidance of doubt, such fee and expenses shall formpart of the O&M Expenses and shall be appropriated from the Escrow Accountin accordance with Clause 4.1._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road2.5 Rights of the partiesThe rights of the MPRDC, the Lenders’ Representative and the Concessionairein the monies held in the Escrow Account are set forth in their entirety in thisAgreement and the MPRDC, the Lenders’ Representative and theConcessionaire shall have no other rights against or to the monies in the EscrowAccount.2.5 Substitution of the ConcessionaireThe Parties hereto acknowledge and agree that upon substitution of theConcessionaire with the Nominated Company pursuant to the SubstitutionAgreement, it shall be deemed for the purposes of this Agreement that theNominated Company is a Party hereto and the Nominated company shallaccordingly be deemed to have succeeded to the rights and obligations of theConcessionaire under this Agreement on and with effect from the date ofsubstitution of the Concessionaire with the Nominated Company.3 DEPOSITS INTO ESCROW ACCOUNT3.1 Deposits by the Concessionaire3.1.1 The Concessionaire agrees and undertakes that it shall deposit into and/orcredit the Escrow Account with:(a) all monies received in relation to the Project from any source,including the Senior Lenders, lenders of Subordinated Debt and theMPRDC;(b) all funds receive by the Concessionaire from its share-holders, in anymanner or form;(c)(d)(e)all Fee Levied and collected by the Concessionaire;any other revenues, rentals, deposits or capital receipts, as the casemay be, from or in respect of the Project Highway; andall proceeds received pursuant to any insurance claims.3.1.2 The Concessionaire may at any time make deposits of its other fundsin to the Escrow Account, provided that the provisions of thisAgreement shall apply to such deposits.3.2 Deposits by the MPRDC_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadThe MPRDC agrees and undertakes that, as and when due and payable, it shalldeposit into and/or credit the Escrow Account with;(a)(b)(c)Grant and any other monies disbursed by the MPRDC to theConcessionaire;All Fee collected by the MPRDC in exercise of its rights under theConcession Agreement; andTermination PaymentProvided that notwithstanding the provisions of clause 4.1.1 MPRDCshall be entitled to appropriate from the aforesaid amounts, anyConcession Fee due and payable to it by the Concessionaire and thebalance remaining shall be deposited into the Escrow Account.3.3 Deposits by Senior LendersThe Lenders Representative agrees, confirms and undertakes that the SeniorLenders shall deposit into and/or credit the Escrow Account with alldisbursements made by them in relation to or in respect of the Project; providedthat not with standing anything to the contrary contained in this Agreement, theSenior Lenders shall be entitled to make direct payment to the EPC Contractorunder and in accordance with the express provisions contained in this behalf inthe Financial agreements.3.4 Interest on DepositsThe escrow Bank agrees and undertakes that all interest accruing on the balancesif the Escrow Account shall be credited to the Escrow Account; provided that theEscrow Bank shall be entitled to appropriate therefrom the fee and expenses dueto it from the Concessionaire in relation to the Escrow Account and credit thebalance remaining to the Escrow Account.4. WITHDRAWALS FROM ESCROW ACCOUNT4.1 Withdrawals during Concession Period4.1.1 At the beginning of every month or at such shorter intervals as theLenders Representative and the Concessionaire may by writteninstructions determine, the Escrow Bank shall withdraw amounts fromthe Escrow Account and appropriate them in the following order bydepositing such amounts in the relevant Sub-Accounts for making duepayments, and if such payments are not due in any month, then retain_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadsuch monies in such Sub-Accountants and pay out therefrom on thePayment Date(s):(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)all taxes due and payable by the Concessionaire;all payments relating to construction of the Project Highway, subjectto and in accordance with the conditions, if any, set forth in theFinancing Agreements;O&M Expenses, subject to the ceiling, if any, set forth in theFinancing Agreements;O&M Expenses incurred by the MPRDC, provided It certifies to theEscrow Bank that it had incurred such expenses in accordance with theprovisions of the Concession Agreement and that the amounts claimedare due to it from the Concessionaire;Concession Fee due and Payable to the MPRDC;Monthly proportionate provision of Debt Service due in anAccounting yearPremium due and payable to the MPRDC;All payment and Damages certified by the MPRDC as due andpayable to it by the Concessionaire pursuant to the ConcessionAgreement;Debt service payment in respect of Subordinated Debt;Any reserve requirements set forth in the Financing Agreements; andBalance, if any, in accordance with the instructions of theConcessionaire.4.1.2 Not later than 60 (sixty) days prior to the commencement of eachAccounting Year, the Concessionaire shall provide to the EscrowBank, with prior written approval of the Lenders’ Representative,details of the Amounts likely to be required for each of the paymentobligations set forth in this Clause 4.1; provided that such amountsmay be subsequently modified, with prior written approval of theLenders’ Representative, if fresh information received during thecourse of the year makes such modification necessary.4.2 Withdrawals upon Termination_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadUpon Termination of the Concession Agreement, all amounts standing to thecredit of the Escrow Account shall, notwithstanding anything in this Agreement,be appropriated and dealt with in the following order:(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)all taxes due and payable by the Concessionaire for and in respect ofthe Project Highway;90% (ninety per cent) of Debt Due excluding Subordinated Debt;outstanding Concession Fee;All payment and Damages certified by the MPRDC as due andpayable to it by the Concessionaire pursuant to the ConcessionAgreement, including Premium and any claims in connection with orarising out of Termination;retention and Payment arising out of, or in relation to, liability fordefects and deficiencies set forth in Article 39 of the ConcessionAgreement;outstanding Debt Service including the balance of Debt Due;Outstanding Subordinated Debt;Incurred or accrued O&M Expenses;Any other payments required to be made under the ConcessionAgreement; andBalance, if any, in accordance with the instructions of theConcessionaire;Provided that the disbursements specified in Sub-clause (j) of thisClause 4.2 shall be undertaken only after the Vesting Certificate hasbeen issued by the MPRDC.4.3 Application of insufficient fundsFunds in the Escrow Account shall be applied in the serial order of priority setforth in Clauses 4.1 and 4.2, as the case may be. If the funds available are notsufficient to meet all the requirements, the Escrow Bank shall apply such fundsin the serial order of priority until exhaustion thereof.4.4 Application of insurance proceeds_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadNotwithstanding anything in this Agreement, the proceeds from all insuranceclaims, except life and injury, shall be deposited into and/or credited to theEscrow Account and utilized for any necessary repair, reconstruction,reinstatement, replacement, improvement, delivery or installation of the ProjectHighway, and the balance remaining, if any, shall be applied in accordance withthe provisions contained in this behalf in the Financing Agreements.4.5 withdrawals during SuspensionNotwithstanding anything to the contrary contained in this Agreement, theMPRDC may exercise all or any of the rights of the Concessionaire duringthe period of Suspension under article 36 of the Concession Agreement. Anyinstructions given by the MPRDC to the Escrow Bank during such periodshall be complied with as if such instructions were given by theConcessionaire under this Agreement and all actions of the MPRDChereunder shall be deemed to have been taken for and on behalf of theConcessionaire.5. OBLIGATIONS OF THE ESCROW BANK5.1 Segregation of fundsMonies and other property received by the contrary contained in thisAgreement shall, until used or applied in accordance with this Agreement, beheld by the Escrow Bank in trust for the purposes for which they werereceived, and shall be segregated from other funds and property of theEscrow Bank.5.2 Notification of balance7 (seven) business days prior to each Payment Date (and for this purpose theEscrow Bank shall be entitled to rely on an affirmation by the Concessionaireand/or the Lenders’ Representative as to the relevant Payment Dates) , theEscrow Bank shall notify the Lenders’ Representative of the balances in theEscrow Account and Sub-Accounts as at the close of business on theimmediately preceding business day.5.3 Communication and Notices(a)In discharge of its duties and obligations hereunder, the Escrow Bank:may, in the absence of bad faith or gross negligence on its part, rely as to anymatters of fact which might reasonably be expected to be within the_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadknowledge of the Concessionaire upon a certificate signed by or on behalf ofthe Concessionaire;(b)may, in the absence of bad faith or gross negligence on its part, rely upon theauthenticity of any communication or document believed by it to beauthentic;(c)shall, within 5(five) business days after receipt, deliver a copy to the Lenders’Representative of any notice or document received by the Escrow Bank in itscapacity as the Escrow Bank from the Concessionaire or any other personhereunder or in connection herewith; and(d) shall, within 5(five) business days after receipt, deliver a copy to theConcessionaire of any notice or document received by the Escrow Bank fromthe Lenders’ Representative in connection herewith.5.4 No set offThe Escrow Bank agrees not to claim or exercise any right of set off, banker’slien or other right or remedy with respect to amounts standing to the credit of theEscrow Account. For the avoidance of doubt, it is hereby acknowledged andagreed by the Escrow Bank that the monies and properties held by the EscrowBank in the Escrow Account shall not be considered as part of the assets of theEscrow Bank and being trust property, shall in the case of bankruptcy orliquidation of the Escrow Bank be wholly excluded from the assets of theEscrow Bank in such bankruptcy or liquidation.5.5 Regulatory ApprovalsThe Escrow Bank shall use its best effort to procure, and thereafter maintain andcomply with, all regulatory approvals required for it to establish and operate theEscrow Account. The Escrow Bank represents and warrants that it is not awareof any reason why such regulatory approvals will not ordinarily be granted to theEscrow Bank.6 ESCROW DEFAULT6.1 ESCROW DEFAULTFollowing events shall constitute an event of default by the Concessionaire(an “Escrow Default”) unless such event of default has occurred as a result ofForce Majeure or any act or omission of the MPRDC or the Lenders’Representative:_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road(a)(b)the concessionaire commits breach of this Agreement by failing to depositany receipts into the Escrow Account as provided herein and fails to curesuch breach by depositing the same into the Escrow Account within a CurePeriod of 5(five) business days;the Concessionaire causes the Escrow Bank to transfer funds to any accountof the Concessionaire in breach of the terms of this Agreement and fails tocure such breach by depositing the relevant funds into the Escrow Account orany Sub-Account in which such transfer should have been made, within aCure Period of 5(five) business days; or(c)the Concessionaire commits or causes any other breach of the provisions ofthis Agreement and fails to cure the same within a Cure Period of 5(five)business day.Upon occurrence of an Escrow Default, the consequences thereof shall bedealt with under and in accordance with the provisions of the ConcessionAgreement.7. TERMINATION OF ESCROW AGREEMENT7.1 Duration of the Escrow AgreementThis Agreement shall remain in full force and effect so long as any sum remainsto be advanced or is outstanding from the Concessionaire in respect of the debt,guarantee or financial assistance received by it from the Senior Lenders, or anyof its obligations to the MPRDC remain to be discharged, unless terminatedearlier by consent of all the Parties or otherwise in accordance with theprovisions of this Agreement.7.2 Substitution of Escrow BankThe Concessionaire may, by not less than 45(forty five) days prior notice to theEscrow Bank, the MPRDC and the Lenders’ Representative, terminate thisAgreement and appoint a new Escrow Bank, provided that the new Escrow Bankis acceptable to the Lenders’ Representative for transfer of amounts deposited inthe Escrow Account to a new Escrow Account established with the successorEscrow Bank. The termination of this Agreement shall take effect only uponcoming into force of an Escrow Agreement with the substitute Escrow Bank.7.3 Closure of Escrow AccountThe Escrow Bank shall, at the request of the Concessionaire and the Lenders’Representative made on or after the payment by the Concessionaire of alloutstanding amounts under the Concession Agreement and the FinancingAgreements including the payments specified in Clause 4.2, and upon_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadconfirmation of receipt of such payments, close the Escrow Account and Sub-Accounts and pay any amount standing to the credit thereof to theConcessionaire. Upon closure of the Escrow Account hereunder, the EscrowAgreement shall be deemed to be terminated.8. SUPPLEMENTARY ESCROW AGREEMENT8.1 Supplementary escrow agreementThe Lenders’ Representative and the Concessionaire shall be entitled to enterinto a supplementary escrow agreement with the Escrow Bank providing, interalia, for detailed procedures and documentation for withdrawals from Sub-Accounts pursuant to Clause 4.1.1 and for matters not covered under thisAgreement such as the rights and obligations of Senior Lenders and lenders ofSubordinated Debt, investment of surplus funds, restrictions on withdrawals bythe Concessionaire in the event of breach of this Agreement or upon occurrenceof an Escrow Default, procedures relating to operation of the Escrow Accountand withdrawal therefrom, reporting requirements and any matters incidentalthereto; provided that such supplementary escrow agreement shall not containany provision which is inconsistent with the Agreement and in the event of anyconflict or inconsistency between provisions of this Agreement and suchsupplementary escrow agreement, the provisions of this Agreement shall prevail.9. IDEMNITY9.1 General indemnity9.1.1. The Concessionaire will indemnify, defend and hold the MPRDC, EscrowBank and the Senior Lenders, acting through the Lenders’ Representative,harmless against any and all proceedings, actions and third party claims forany loss, damage, cost and expense arising out of any breach by theConcessionaire of any of its obligations under this Agreement or on accountof failure of the Concessionaire to comply with Applicable Laws andApplicable Permits.9.1.2 The MPRDC will indemnify, defend and hold the Concessionaire harmlessagainst any and all proceedings, actions and third party claims for any loss,damage, cost and expense arising out of failure of the MPRDC to fulfill anyof its obligations under this Agreement materially and adversely affecting theperformance of the Concessionaire’s obligations under the ConcessionAgreement or this Agreement other than any loss, damage, cost and expensearising out of acts done in discharge of their lawful functions by the MPRDC,its officers, servants and agents._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road9.1.3 The Escrow Bank will indemnify, defend and hold Concessionaire harmlessagainst any and all proceedings, actions and third Party claims for any loss,damage, cost and expense arising out of the Failure of the Escrow Bank tofulfill its obligations under this Agreement materially and adversely affectingthe performance of the Concessionaire’s obligations under the ConcessionAgreement other than any loss, damage, cost and expense, arising out of actsdone in discharge of their lawful functions by the Escrow Bank, its officers,servants and agents.9.2 Notice and Contest of claims.In the event that any Party thereto receives a claim from a third Party in respectof which it is entitled to the benefit of an indemnity under Clause 9.1 or inrespect of which it is entitled to reimbursement (the “Indemnified Party”) it shallnotify the other Party responsible for indemnifying such claim hereunder (the“Indemnifying Party”) within 15 (fifteen) days of receipt of the claim and shallnot settle or pay the claim without the prior approval of the indemnifying Party,such approval not to be unreasonably withheld or delayed. In the event that theIndemnifying Party wishes to contest or dispute the claim, it may conduct theproceedings in the name of the Indemnified Party and shall bear all costsinvolved in contesting the same. The indemnified Party shall provide allcooperation and assistance in contesting any claim and shall sign all suchwritings and documents as the Indemnifying Party may reasonably require.10. DISPUTE RESOLUTION.10.1 Dispute resolution10.1.1 Any dispute, difference or claim arising out of or in connection with thisAgreement which is not resolved amicably shall be decided by reference toarbitration to Board of Arbitrators comprising one nominee each of the Partyto the dispute and where the number of such nominees is an even number, thenominees shall elect another person to such Board. Such arbitration shall beheld in accordance with the Rules of Arbitration of the International Centrefor Alternative Dispute Resolution , New Delhi (The Rules) of such otherrules as may be mutually agreed by the Parties and shall be subject toprovisions of the Arbitration and Conciliation Act, 1996.The Arbitrators shall issue a reasoned award and such award shall be finaland binding on the Parties. The venue of arbitration shall be Bhopal and thelanguage of arbitration shall be English.11. MISCELLANEOUS PROVISIONS_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road11.1. Governing law and jurisdictionThis Agreement shall be constructed and interpreted in accordance with andgoverned by the laws of India, and the Courts at Bhopal and High Court atMadhya Pradesh shall have jurisdiction over all matters arising out of or relatingto this Agreement.11.2. Waiver of sovereign immunityThe MPRDC unconditionally and irrevocably;(a) agrees that the execution, delivery and performance by it of this Agreementconstitute commercial acts done and performed for commercial purpose.(b) agrees that, should any proceedings be brought against it or its assets,property or revenues in any jurisdiction in relation to this Agreement or anytransaction contemplated by this Agreement, no immunity (whether byreason of sovereignty or otherwise) from such proceedings shall be claimedby or on the behalf of the MPRDC with respect to its assets;(c) waives any right of immunity which it or its assets, property or revenues now hasmay acquire in the future or which may be attributed to it in any jurisdiction; and(d) consents generally in respect of the enforcement of any judgement or awardagainst it in any such proceeding to the giving of any relief or the issue of anyprocess in any jurisdiction in connection with such proceedings (includingthe making, enforcement or execution against it or in respect of any assets,property or revenues whatsoever irrespective of their use or intended use ofany order or judgement that may be made or given in connection therewith).11.3 Priority of agreementsIn the event of any conflict between the Concession Agreement and thisAgreement, the provisions contained in the Concessions Agreement shall prevailover this Agreement.11.4 Alteration of termsAll additions, amendments, modifications and variations to this Agreement shallbe effectual and binding only if in writing and signed by the duly authorizedrepresentatives of the Parties.11.5 Waiver11.5.1 Waiver by any Party of a default by another Party in the observance andperformance of any provision of or obligations under this Agreement;_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road(a)(b)(c)shall not operate or be construed as a waiver of any other or subsequentdefault hereof or of otherwise provisions of or obligations under thisAgreement;shall not be effective unless it is in writing and executed by a duly authorizedrepresentative of the Party: andshall not affect the validity or enforceability of this Agreement in anymanner.11.5.2 Neither the failure by either Party or insist on any occasion upon theperformance of the terms, conditions and provisions of this Agreement or anyobligation there under not time or other indulgence granted by a Party toanother Party shall be treated or deemed as waiver of such breach oracceptance of any variation or the relinquishment of any such righthereunder.11.6 No third Party beneficiariesThis Agreement is solely for the benefit of the Parties and no other person orentity shall have any rights hereunder.11.7 Survival11.7.1 Termination of this Agreement:(a) shall not relieve the Parties of any obligation hereunder which expressly orby implication survive termination hereof; and(b)except as otherwise provided in any provision of this Agreement expresslylimiting the liability of either Party, shall not relieve either Party of anyobligations or liabilities for loss or damage to the other Party arising out of orcaused by acts or omissions of such Party prior to the effectiveness of suchtermination or arising out of such termination.11.7.2 All obligations surviving the cancellation, expiration or termination of thisAgreement shall only survive for a period of 3 (three) years following the date ofsuch termination or expiry of this Agreement.11.8 SeverabilityIf for any reason whatever any provision of this Agreement is or becomesinvalid, illegal or unenforceable or is declared by any court of competentjurisdiction or any other instrumentally to be invalid, illegal or unenforceable,_______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Roadthe validity, legally or enforceability of the remaining provisions shall not beaffected in any manner, and the Parties will negotiate in good faith with a viewto agreeing to one or more provisions which may be substituted for such invalid,unenforceable or illegal provisions, as nearly as is practicable to such invalid,illegal or unenforceable provision. Failure to agree upon any such provision shallnot be subject to dispute resolution under Clause 10.1 of this Agreement orotherwise.11.9 Successors and assignsThis Agreement shall be binding on and shall inure to the benefit of the Partiesand their respective successors and permitted assigns.11.10 NoticesAll notices or other communications to be given or made under this Agreementshall be in writing, shall either be delivered personally or sent by the courier orregistered post with an additional copy to be sent by facsimile. The address forservice of each Party and its facsimile number are set out under its name on thesigning pages hereto. A notice shall be effective upon actual receipt thereof savethat where it is receive after 5.30 (five thirty) p.m. on a business day or on a daythat is not a business day, the notice shall be deemed to be received on the firstbusiness day following the date of actual receipt. Without prejudice to theforegoing, a Party giving or making a notice or communication by facsimile shallpromptly deliver a copy thereof personally, or send it by the courier or registeredpost to the addressee of such notice or communication.. It is hereby agreed andacknowledged that any Party may by notice change the address to which suchnotices and communication to it are to be delivered or mailed. Such change shallbe effective when all the Parties have notice of it.11.11 LanguageAll notices, certificates, correspondence and proceedings under or in connectionwith this Agreement shall be in English.11.12 Authorized representativesEach of the Parties shall by notice in writing designate their respectiveauthorized representative through whom only all communications shall be made.A party hereto shall be entitled to remove and/or substitute or make freshappointment of such authorized representative by similar notice.11.13 Original DocumentThis Agreement may be executed in three counterparts, each of which whenexecuted and delivered shall constitute an original of this Agreement._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadIN WITNESS WHEREOF THE PARTIES HAVE EXECUTED ANDDELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVEWRITTEN.SIGNED, SEALED ANDDELIVEREDFor and on behalf ofCONCESSIONAIRE by:(Signature)(Name)(Designation)(Address)(Fax)SIGNED, SEALED ANDDELIVEREDFor and on behalf ofSENIOR LENDERS by theLenders’ Representative:(Signature)(Name)(Designation)(Address)(Fax)SIGNED, SEALED ANDDELIVEREDFor and on behalf ofEscrow Bank by :SIGNED, SEALED ANDDELIVEREDFor and on behalf ofMPRDC by:(Signature)(Name)(Designation)(Address)(Fax)(Signature)(Name)(Designation)(Address)(Fax)In the presence of :1. 2._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur RoadSCHEDULE-T (Revised)(See Clause 33.2.1)PANNEL OF CHARTERED ACCOUNTANTS1. Panel of Chartered AccountantsPursuant to the provisions of Clause 33.2.1 of the Agreement, MPRDC and theConcessionaire shall prepare a mutually agreed panel of 10 (ten) reputable firm ofChartered Accountants having their registered offices in India (the “Panel ofChartered Accountant’). The criteria for preparing such panel and the procedure tobe adopted in this behalf shall be as set forth in this Schedule-T.2. Invitation for empanelment2.1 MPRDC shall invite offers from all reputable firms of Chartered Accountantswho fulfill the following eligibility criteria, namely;a) the firm should have conducted statutory audit of the annual accounts of atleast 100 (one hundred) companies registered under the Companies Act,1956, of which at least 10 (ten) should have been public sectorundertakings;b) the firm should have at least 5 (five) practicing Chartered Accountants on itsrolls, each with a minimum experience of ten years in the profession;c) the firm or any of its partners should not have been disqualified or blacklistedby the Comptroller and Auditor General of India or the MPRDC; andd) the firm should have an office in Madhya Pradesh or in an adjacent Statewith at least 2 (two) practicing Chartered Accountants on its rolls in suchState.2.2 Interested firms meeting the eligibility criteria shall be required to submit astatement of their capability including the bio-data of all the practicing CharteredAccountants on its rolls. In particular, each firm shall be required to furnish yearwiseinformation relating to the names of all the companies with an annualturnover exceeding Rs. 25.00 crores (Twenty five crores) whose annual accountswere audited by such firm in any of the preceding 5 (five) Accounting Years.3. Evaluation and selection3.1 The information furnished by each firm shall be scrutinized and evaluated byMPRDC and 1 (one) point shall be awarded for each annual audit of thecompanies specified in Paragraph 2.2 above.(For the avoidance of doubt, firmwhich has conducted audit of the Annual Accounts of any such company forfive years shall be awarded five points)._______________________________________________________________________MPRDC-Bhopal December, 2010

Sarangpur-Sujalpur Road3.2 MPRDC shall prepare a list of all the eligible firms along with the points scored byeach such firm and 10 (Ten) firms scoring the highest points shall be identified andincluded in the draft Panel of Chartered Accountants.4 Consultation with the ConcessionaireMPRDC shall convey the aforesaid panel of firms to the Concessionaire for scrutinyand comments, if any. The Concessionaire shall be entitled to scrutinize the relevantrecords of the Government to ascertain whether the selection of firms has beenundertaken in accordance with the prescribed procedure and it shall send itscomments, if any, to MPRDC within 15 (fifteen) days of receiving the aforesaidpanel.5. Mutually agreed panel5.1 MPRDC shall, after considering all relevant factors including the comments, if any,of the Concessionaire, finalize and constitute a panel of 10 (ten) firms which shall bedeemed to be the mutually agreed Panel of Chartered Accountants.5.2 After completion of every five years from the date of preparing the mutuallyagreed Panel of Chartered Accountant, or such earlier period as may be agreedbetween MPRDC and the Concessionaire, a new panel shall be prepared inaccordance with the provisions of this Schedule_______________________________________________________________________MPRDC-Bhopal December, 2010