SHAREHOLDERS AGREEMENT

Shareholders Agreement

by and between

Airports Authority of India

and

Delhi International Airport Pvt. Ltd.

and

GMR Infrastructure Ltd.

and

GMR Energy Ltd.

and

GVL Investments Pvt. Ltd

and

Fraport AG Frankfurt Airport Services Worldwide

and

Malaysia Airports (Mauritius) Private Limited

and

India Development Fund

Delhi International Airport Private Limited

Shareholders Agreement

TABLE OF CONTENTS

CLAUSE 1...........................................................................................................................4

DEFINITION AND INTERPRETATION ..........................................................................4

CLAUSE 2...........................................................................................................................9

SHA EFFECTIVE DATE....................................................................................................9

CLAUSE 3...........................................................................................................................9

CAPITAL STRUCTURE ....................................................................................................9

CLAUSE 4.........................................................................................................................15

SCOPE AND OBJECTIVE OF THE JVC: BUSINESS PLAN........................................15

CLAUSE 5.........................................................................................................................16

MANAGEMENT AND THE BOARD OF DIRECTORS................................................16

CLAUSE 6.........................................................................................................................21

SHAREHOLDERS’ RIGHTS AND OBLIGATIONS......................................................21

CLAUSE 7.........................................................................................................................24

TERMINATION................................................................................................................24

CLAUSE 8.........................................................................................................................26

CONFIDENTIALITY........................................................................................................26

CLAUSE 9.........................................................................................................................28

MISCELLANEOUS ..........................................................................................................28

SCHEDULE 1....................................................................................................................36

PRIVATE PARTICIPANTS .............................................................................................36

SCHEDULE 2....................................................................................................................37

BROAD PRINCIPLES FOR DERIVING FAIR MARKET VALUE OF EQUITY

SHARES ............................................................................................................................37

SCHEDULE 3....................................................................................................................38

RESERVED BOARD MATTERS ....................................................................................38

SCHEDULE 4....................................................................................................................39

RESERVED SHAREHOLDERS MATTERS...................................................................39

ANNEXURE 1...................................................................................................................40

DEED OF ADHERENCE..................................................................................................40

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Delhi International Airport Private Limited

Shareholders Agreement

SHAREHOLDERS AGREEMENT

This Shareholders Agreement made on this 4

day of April, 2006,

BY AND BETWEEN:

1. The Airports Authority of India (hereinafter referred to as “AAI") (which

expression shall, unless it be repugnant or contrary to the subject or context

thereof, be deemed to mean and include its nominees, legal representatives,

successors) of the one part;

2. The Parties listed in Schedule 1 hereto (hereinafter individually referred to as

“Private Participant” and collectively referred to as "Private Participants")

(which expression shall, unless it be repugnant or contrary to the subject or

context thereof, be deemed to mean and include their respective nominees, legal

representatives and successors) of the second part;

AND

3. Delhi International Airport Pvt. Ltd. having its registered office at IGI Airport,

Delhi (hereinafter referred to as the “Company” or the “JVC”, which expression

shall, unless it be repugnant or contrary to the subject or context thereof, be

deemed to mean and include its legal representatives, successors and permitted

assign) of the third part.

The Private Participants and AAI (along with any AAI Nominees) are hereinafter

collectively referred to as the “Shareholders” and individually as “Shareholder”.

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Delhi International Airport Private Limited

Shareholders Agreement

All of the Shareholders and the JVC are hereinafter collectively referred to as the

"Parties" and individually as the “Party”.

WHEREAS:

A. AAI is an authority established under the Airports Authority of India Act, 1994

and is responsible for, inter alia, the development, operation and maintenance of

airports in India.

B. AAI issued an advertisement on February 17, 2004 inviting proposals from

interested parties for selection of competent and willing persons for undertaking

the Project (hereinafter defined).

C. Private Participants are members of a consortium, which had bid, were thereafter

short listed and eventually selected by AAI (with the approval of the Government

of India) as the joint venture partners for undertaking the Project.

D. AAI and the JVC have entered into the OMDA (as defined hereunder), pursuant to

which AAI has, among others, granted to the JVC, and the JVC has accepted, the

right to undertake the Project, in accordance with the terms and conditions set

forth therein.

E. The Shareholders shall, in accordance with the terms and conditions set forth in

this Agreement, subscribe to such Equity Shares of the JVC so that immediately

thereafter the equity capital is held in the manner and quantity, and subject to such

rights and restrictions, powers and obligations as provided for hereunder;

F. The Shareholders hereto, for themselves intend to set forth and record the terms

and conditions to govern the relationships in their mutual capacity as the

shareholders of the JVC and to record their respective rights and obligations in

relation to the management and functioning of the JVC and other matters

incidental thereto.

NOW THEREFORE, in consideration of the above recitals, the mutual covenants of the

Parties, and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Parties agree as follows:

CLAUSE 1

DEFINITION AND INTERPRETATION

1.1 In this Shareholders Agreement (including any recitals, annexure, schedules or

exhibit attached thereto), except where the context otherwise requires, the

following words and expressions shall have the following meaning:

“AAI Nominee(s)” shall mean any GOI PSU nominated by AAI;

“AAI Default Purchase Period” shall have the meaning ascribed to the term in

Clause 7.2(d) hereunder;

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Delhi International Airport Private Limited

Shareholders Agreement

“AAI Offer Notice” shall have the meaning ascribed to the term in Clause 3.7.2(i)

hereunder;

“AAI Offer Price” shall have the meaning ascribed to the term in Clause 3.7.2(i)

hereunder;

“AAI Purchase Period” shall have the meaning ascribed to the term in Clause

3.7.2(ii) hereunder;

“AAI Purchase Shares” shall have the meaning ascribed to the term in Clause

3.7.2(i) hereunder;

“Adjourned Meeting” shall have the meaning ascribed to the term in Clause

5.11.2 hereunder;

“Affected Party” shall have the meaning ascribed to the term in Clause 9.3.1

hereunder;

“Alternate Director” shall have the meaning ascribed to the term in Clause 5.7.1

hereunder;

“Board of Director(s)” or “Board” means the board of director(s) of the JVC;

“Chairman” means chairman of the JVC;

“Charter Documents” means the Memorandum of Association and Articles of

Association of the JVC incorporating as appropriate, and consistent with, to the

extent permitted by law, the terms and conditions of this Agreement.

“Claimant(s)” shall have the meaning ascribed to the term in Clause 9.4.3.1

hereunder;

“Companies Act” means the Companies Act, 1956;

“Consequential Loss” shall have the meaning ascribed to the term in Clause

9.17.1 hereunder;

“Deed of Adherence” shall have the meaning assigned thereto in Clause 3.6.1 (b)

hereof;

“Defaulting Party” shall have the meaning ascribed to the term in Clause 7.2(a)

hereunder;

“Defaulting Shareholder(s)” shall have the meaning ascribed to the term in

Clause 3.5 hereunder;

“Director” means a director on the Board of Directors of the JVC;

“Equity Shares” shall mean the equity shares of the JVC;

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Delhi International Airport Private Limited

Shareholders Agreement

“Fair Market Value” shall mean the value of the Equity Shares of the JVC as

determined in accordance with Schedule 2 hereof;

“Foreign Airlines” means a Foreign Entity that provides air transport services;

“Foreign Entity” means any Entity other than an Indian Entity;

“Foreign Entities Equity Cap” shall mean that the aggregate Foreign

Shareholding shall not exceed forty-nine (49) percent of the total issued and paid

up capital of the JVC;

“Foreign Shareholding” shall mean the aggregate of:

(a) The aggregate of the direct shareholding of all Foreign Entities; and

(b) The aggregate of the “Beneficial Foreign Ownership” in the JVC of the

Indian Entities. Such Beneficial Foreign Ownership shall mean the

shareholding of the Foreign Entity in an Indian Entity multiplied by the

shareholding of the Indian Entity in the JVC, represented as a percentage;

and where the Foreign Entity holds shares in an Indian Entity (holding

shares in the JVC) indirectly through one or more Entities, then Beneficial

Ownership shall mean the shareholding of the Foreign Entity in the Entity

multiplied by the shareholding of the Entity in the Indian Entity holding

shares in the JVC (and so on) multiplied by the shareholding of the Indian

Entity (holding shares in the JVC) in the JVC, represented as a percentage.

Provided however, if the Indian Entity is public listed company, any shares

of such Indian Entity held by foreign institutional investors shall not be

included for the purposes of determining Beneficial Foreign Ownership as

set out above.

As an illustration:

If a Foreign Entity holds 60 % shares in an Indian Entity who holds 30%

shares in JVC, then such Foreign Entity’s Beneficial Ownership in JVC is:

0.60 * 0.30 = 0.18*100 = 18 %

If an Foreign Entity holds 60 % shares in B (an Indian Entity) who holds

80% shares in another Indian Entity who holds 30% shares in JVC, then

such Foreign Entity’s Beneficial Ownership in JVC is:

0.60 * 0.80 * 0.30 = 0.144*100 =14.4%.

“GOI” means the central government of India and any ministry, department, or

instrumentality thereof;

“GOI PSU” shall mean any company in which not less than fifty-one (51) percent

of the paid up share capital is held by GOI, and includes a company which is a

subsidiary of a GOI PSU as thus defined;

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Delhi International Airport Private Limited

Shareholders Agreement

“Group Entities” with respect to a specified Entity, includes any other Entity

directly or indirectly controlling, controlled by or under common control with

such specified Entity; provided, however, that, for purposes of this definition, the

terms “controlling”, “controlled by” or “under common control with” mean the

possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of an Entity, whether through the ownership of

voting securities, by contract or otherwise, or the power to elect or appoint at least

50% of the directors, managers, partners or other individuals exercising similar

authority with respect to such Entity.

“Initial Subscription” shall have the meaning ascribed to the term in Clause 3.2

hereunder;

“ITREOI” means the ‘Invitation to Register an Expression of Interest’ document

issued by AAI on February 17, 2004;

“Managing Director” means the whole time managing director of the JVC;

“Non-Defaulting Party” shall have the meaning ascribed to the term in Clause

7.2(a) hereunder;

“OMDA” means the Operation, Management and Development Agreement

entered into, on or about the date hereof, between the AAI and the JVC;

“Option” shall have the meaning ascribed to the term in Clause 3.3.3.1 hereunder;

“Original Director” shall have the meaning ascribed to the term in Clause 5.7.1

hereunder;

“PP Default Purchase Period” shall have the meaning ascribed to the term in

Clause 7.2(c) hereunder;

“PP Offer Notice” shall have the meaning ascribed to the term in Clause 3.7.1(i)

hereunder;

“PP Offer Price” shall have the meaning ascribed to the term in Clause 3.7.1(i)

hereunder;

“PP Purchase Shares” shall have the meaning ascribed to the term in Clause

3.7.1(i) hereunder;

“Private Participants” shall have the meaning ascribed to it in the preamble of

this Agreement;

“Private Participants Agreement” shall have the meaning ascribed to the term in

Clause 4.2.4 hereunder;

“Project” shall have the meaning ascribed to it under Clause 4.1.1 hereunder.

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Delhi International Airport Private Limited

Shareholders Agreement

"Proprietary Information" shall have the meaning ascribed to the term under

Clause 8.1 hereunder;

“Remaining PP Purchase Period” shall have the meaning ascribed to the term in

Clause 3.7.1(iii) hereunder;

“Remaining Private Participants” shall have the meaning ascribed to the term in

Clause 3.7.1(i) hereunder;

“Reserved Board Matters” means the matters listed under Schedule 3 hereto;

“Reserved Shareholders Matters” means the matters listed under Schedule 4

hereto;

“Respondent(s)” shall have the meaning ascribed to the term in Clause 9.4.3.1

hereunder;

“RFP” means the ‘Request for Proposal’ document issued by AAI on April 1,

2005;

“Rupee(s)” or “Rs.” means Indian rupee(s);

“Scheduled Airlines” means those airlines that operate "Scheduled air transport

service" as defined under the Aircraft Rules, 1937;

“Scheduled Airlines Equity Cap” shall mean a maximum equity interest of ten

(10) percent in the total issued and paid-up share capital of the JVC held

aggregately by the Scheduled Airlines and their respective Group Entities (other

than such Group Entities that were airport operators on the date of the issue of the

ITREOI and the RFP);

“Seller PP” shall have the meaning ascribed to the term in Clause 3.7.1

hereunder;

“Second PP Offer Notice” shall have the meaning ascribed to the term in Clause

3.7.1(iv) hereunder;

“Second PP Purchase Period” shall have the meaning ascribed to the term in

Clause 3.7.1(vi) hereunder;

“Shareholder” or “Shareholders” shall have the meaning ascribed to the term in

the preamble of this Agreement;

“Shareholders Agreement” or “Agreement” means this shareholders agreement;

"SHA Effective Date" means the date on which the conditions precedent set forth

in Clause 2.1 hereunder are satisfied;

“SPV PP” shall have the meaning ascribed to the term in Clause 3.6.1 hereunder;

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Delhi International Airport Private Limited

Shareholders Agreement

“Third Party” means any Entity not a Party to this Agreement;

“Transfer” shall include (i) any transfer or other disposition of such securities or

voting interests or any interest therein, including, without limitation, by operation

of Applicable Law, by court order, by judicial process, or by foreclosure, levy or

attachment; (ii) any sale, assignment gift, donation, redemption, conversion or

other disposition of such securities or any interest therein, pursuant to an

agreement, arrangement, instrument or understanding by which legal title to or

beneficial ownership of such securities or any interest therein passes from one

Entity to another Entity or to the same Entity in a different legal capacity, whether

or not for value; (iii) the granting of any Encumbrance or charge in or extending

or attaching to such securities or any interest therein;

“Trigger Debt Equity Ratio” means a debt to equity ratio of at least two (2) to

one (1);

Other Capitalised terms used herein (and not defined herein) but defined under the

OMDA shall have the meaning ascribed to the term under the OMDA.

1.2 In this Agreement, unless the context otherwise requires, the interpretation rules

as mentioned in Clause 1.2 of the OMDA shall apply.

CLAUSE 2

SHA EFFECTIVE DATE

2.1 This Agreement shall come into force and effect and be binding upon the Parties

from either (i) the date of execution of this Agreement; or (ii) the date of

execution of the OMDA by the relevant parties therein, whichever is later (“SHA

Effective Date”).

CLAUSE 3

CAPITAL STRUCTURE

3.1 The JVC shall have an authorized share capital of Rs. 250,00,00,000 (Rupees Two

Hundred and Fifty Crores only).

3.2 The Shareholders hereby agree to subscribe to, no later than 14 days from the

SHA Effective Date, such number of Equity Shares of the JVC necessary for the

Shareholders to own and hold, legally and beneficially, issued share capital of Rs.

200,00,00,000 (Rupees Two Hundred Crore) (“Initial Subscription”) in the

manner set out below:

Shareholder Number of shares Percentage holding

AAI (along with AAI

Nominees)

5,20,00,000 26.00%

Private Participants:

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Shareholders Agreement

(1) GMR Infrastructure Ltd.,

6,22,00,000 31.10%

(2) GMR Energy Ltd.

2,00,00,000 10.00%

(3) GVL Investments Pvt. Ltd.

1,80,00,000 9.00%

(4)Fraport AG Frankfurt

Airport Services Worldwide,

2,00,00,000 10.00%

(5) Malaysia Airports

(Mauritius) Private Limited

2,00,00,000 10.00%

(6) India Development Fund

78,00,000 3.90%

Sub-Total

14,80,00,000 74.00%

TOTAL 20,00,00,000 100.00%

The Parties hereby undertake and agree that the JVC shall, immediately, but no

later than twenty-one (21) days, after the Initial Subscription reimburse to AAI the

incorporation costs (including, but not limited, any legal costs or registration

charges paid by AAI) incurred by AAI for, or in relation, to the incorporation of

the JVC, to the extent the same have not already been reimbursed by the JVC.

3.3 Cash Calls and Future Capitalisation

3.3.1 Subject to the Initial Subscription as set out in Clause 3.2 hereinabove, the JVC, in

order to meet its financial requirements may, from time to time, increase its

authorized and/or paid up capital. Provided however, the JVC shall, prior to

making any fresh issue of Equity Shares ensure that the Trigger Debt Equity Ratio

is maintained. If the Trigger Debt Equity Ratio is not so maintained, the JVC

shall not issue any fresh Equity Shares till such time as the Trigger Debt Equity

Ratio is in place. Towards this end, the Private Participants (without diluting AAI

(along with AAI Nominees) equity shareholding) hereby covenant and agree to

infuse funds in such form and quantity as may be necessary to ensure that the

Trigger Debt Equity Ratio is maintained immediately prior to the time of any

fresh issue of Equity Shares. Notwithstanding anything contained to the contrary

in this Clause 3.3.1, where any financing documents prescribe that equity capital

be infused in the JVC prior to any draw-down of debt, the JVC may, to the extent

necessary, make such cash calls or issue such fresh equity to its shareholders, so

as to ensure compliance with the requirements of such financing documents.

3.3.2 Subject to the JVC complying with the requirements of Clause 3.3.1 above, the

Private Participants hereby undertake and agree to subscribe to such number of

Equity Shares as may be called upon to do so by the JVC, proportionately in

accordance with their respective shareholding in the JVC or in such other

proportions as may be mutually agreed, subject to such proportions complying

with the Foreign Entity Equity Cap and Scheduled Airlines Equity Cap.

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Delhi International Airport Private Limited

Shareholders Agreement

3.3.3 AAI’s Option

3.3.3.1 The Parties hereby further acknowledge and agree that, subsequent to the Initial

Subscription, AAI (along with AAI Nominees) shall have the right, but not the

obligation, to subscribe to such number of Equity Shares in any subsequent

capitalization of the JVC, proportionate to its then shareholding in the JVC

(“Option”). It is hereby expressly acknowledged and agreed between the Parties

that to the extent any AAI Nominee does not subscribe (whether in whole or in

part) to any Equity Shares that it is otherwise entitled to subscribe in any future

capitalization of the JVC, AAI (or any other AAI Nominee(s) designated by AAI

in this regard) shall have the right, but not the obligation, to subscribe (whether in

whole or in part) to such number of Equity Shares as the AAI Nominee was

entitled to subscribe but did not subscribe in such future capitalization of the JVC.

3.3.3.2 In the event AAI (along with AAI Nominees) does not inform the JVC of its

decision to exercise such Option within the prescribed time, AAI shall deemed to

have not exercised its Option and will accordingly not be bound to subscribe to

any Equity Shares in the additional capitalisation of the JVC.

3.3.3.3 To the extent AAI (along with AAI Nominees) chooses or is deemed to have not

to exercised its Option, it shall be the obligation of the Private Participants to

acquire the aforesaid Equity Shares, proportionately in accordance with their then¸

inter-se, respective shareholding in the JVC or such other proportion as may be

mutually agreeable between the Private Participants, subject to such proportions

complying with the Foreign Entity Equity Cap and Scheduled Airlines Equity

Cap. Provided however, the Parties hereby agree that reasonable time shall be

provided to the Private Participants to acquire such Equity Shares.

3.3.3.4 The Parties further agree, that to the extent AAI (along with AAI Nominees)

chooses to exercise its Option (whether in whole or in part) in accordance with

Clause 3.3.3.1 hereinabove, but fails, for whatsoever reason, to subscribe its

portion of the Equity Shares of the JVC within the prescribed time, it shall be

deemed that AAI (along with AAI Nominees) has not exercised its Option and the

provisions of Clause 3.3.3.3 shall apply accordingly.

3.4. The Equity Shares of the JVC shall, unless otherwise provided for under this

Agreement, have identical rights and privileges with respect to dividend and

voting right.

3.5. If, for any reason, any of the Shareholders (other than AAI and and/or AAI

Nominees) are unable to fulfill their obligation to capitalize the JVC in the manner

and effect provided hereinabove (“Defaulting Shareholder(s)”) by the due date

of such capitalization, then the Defaulting Shareholder(s) shall be liable to pay an

interest of the then State Bank of India Prime Lending Rate plus an additional ten

(10) percent per annum from the aforesaid due date upto the date of rectification

(in full) of such default by the Defaulting Shareholder. If the Defaulting

Shareholder does not fulfill its capitalization obligation, within thirty (30) days of

the due date of such capitalization (or such other date as may be mutually agreed

between the Parties), then all rights of the Defaulting Shareholder under this

Agreement including those on the Board shall stand suspended until rectification

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Delhi International Airport Private Limited

Shareholders Agreement

of default by the Defaulting Shareholder. Such default shall be considered a

material breach (but not the only material breach) for the purposes of this

Agreement, and if such material breach is not remedied by the Defaulting

Shareholder within thirty (30) days from a Breach Notice being issued (in

accordance with Clause 7.2(b)), this Agreement may be terminated vis-à-vis the

Defaulting Shareholder in accordance with Clause 7.2.

In this regard, the Parties expressly undertake and agree that in the event the entire

shareholding of the Defaulting Party is purchased by any of the non-defaulting

Private Participants (or their approved nominees) in accordance with the

provisions of Clause 7.2, the non-defaulting Private Participants (or their approved

nominees) shall be obliged to subscribe to such additional Equity Shares of the

JVC as may be required to rectify the default of the Defaulting Shareholder,

proportionately in accordance with the number of Equity Shares purchased by the

non-defaulting Private Participants (or their approved nominees) from the

Defaulting Shareholder in accordance with the provisions of Clause 7.2 or in such

other proportions as may be mutually agreed between the non-defaulting Private

Participants, subject to such proportions complying with the Foreign Entity Equity

Cap and Scheduled Airlines Equity Cap.

3.6. Transfer restrictions

3.6.1 Any Shareholder may, subject to the provisions of this Agreement and the

OMDA, and in compliance with the Applicable Law, Transfer, whether directly or

indirectly, all or any of its/their Equity Shares to a Third Party provided that:

(a) The Shareholder is not in default of this Agreement;

(b) The Third Party purchaser agrees and undertakes to be bound by the terms

and conditions of this Agreement and executes a deed of adherence in the

form and manner attached in Annexure 1 (“Deed of Adherence”).

under the provisions of the OMDA) is obtained.

(d) Such Transfer does not result in the Foreign Entities Equity Cap and/or the

Scheduled Airlines Equity Cap being exceeded.

(e) Considering the political sensitivities, GOI approves the buyer and its

constitution.

For abundant caution, it is hereby expressly clarified that where Private

Participant is a special purpose vehicle established primarily for the purposes of

holding Equity Shares in the JVC (such Private Participant being an “SPV PP”), a

Transfer of any shareholding in such SPV PP shall constitute an indirect Transfer

of Equity Shares by the SPV PP for the purposes of this Agreement and be subject

to the restrictions on transfer of shares as set forth in this Agreement.

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Shareholders Agreement

3.7 Rights of First Refusal

3.7.1 In addition to the requirements set out in Clause 3.6 and subject always to the

lock-in provisions set out under Clause 2.5 of the OMDA, if at any time, a Private

Participant desires to Transfer, whether directly or indirectly, any or all of its

Equity Shares or voting interests therein owned by it (the “Seller PP”), then, it

shall:

(i) make an offer for the sale of the PP Purchase Shares (as defined

hereunder) to the other Private Participants (the “Remaining Private

Participants”) by a Notice mentioning therein:- (a) the total number of

Equity Shares proposed to be offered for sale (the “PP Purchase

Shares”), (b) the price at which the PP Purchase Shares are being offered

for sale (the “PP Offer Price”; and (c) any other terms and conditions in

connection therewith (the “PP Offer Notice”). A copy of the PP Offer

Notice shall also be sent to AAI;

(ii) Subject to receiving the PP offer Notice, and in accordance with its terms

and conditions, the Remaining Private Participants shall have the option to

purchase between them all, but not less than all, of the PP Purchase Shares,

proportionately in accordance with their, inter-se, respective shareholding

in the JVC or in a manner as may be mutually agreed between them,

provided that such purchase of the PP Purchase Shares by the Remaining

Private Participants shall not result in the Foreign Entities Equity Cap

and/or the Scheduled Airlines Equity Cap being exceeded.

(iii) Transfer of all, but not less than all, of the PP Purchase Shares to the

Remaining Private Participants shall take place at the same time and date

at the registered office of the JVC within thirty (30) days from the date of

the PP Offer Notice (the “Remaining PP Purchase Period”);

(iv) If the Remaining Private Participants do not purchase all the PP Purchase

Shares from the Seller PP within the Remaining PP Purchase Period then

the Seller PP shall, within three (3) days of the expiry of the Remaining PP

Purchase Period, make an offer by notice to AAI for the sale of the PP

Purchase Shares at the PP Offer Price and on the same terms and

conditions as contained in the PP Offer Notice (the “Second PP Offer

Notice”);

(v) Subject to receiving the Second PP Offer Notice and in accordance with its

terms, AAI (along with AAI Nominees), shall, at AAI’s option, have the

right to purchase all, but not less than all, of the PP Purchase Shares.

(vi) Transfer of all, but not less than all, of the PP Purchase Shares to AAI

and/or any of the AAI Nominees shall take place at the same time and date

at the registered office of the JVC within thirty (30) days from the date of

the Second PP Offer Notice ( the “Second PP Purchase Period”);

(vii) If AAI (along with any of AAI Nominees) does not purchase all the PP

Purchase Shares from the Seller PP within the Second PP Purchase Period,

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Shareholders Agreement

then the Seller PP shall be at a liberty to sell, within a period of ninety (90)

days of the expiry of the Second PP Purchase Period all, but not less than

all, of the PP Purchase Shares at a price not lower than the PP Offer Price

and on terms and conditions not more favourable than those offered to

AAI in the Second PP Offer Notice to any Entity.

3.7.2 If at any time, AAI and/or AAI Nominees desire to Transfer any or all of Equity

Shares or voting interests therein owned by it/ them, to any Entity (other than any

inter-se transfer amongst themselves or their Group Entities), they shall:

(i) make an offer for the sale of the AAI Purchase Shares (as defined

hereunder) to the Private Participants by a notice mentioning therein:- (a)

the number of Equity Shares proposed to be offered for sale (the “AAI

Purchase Shares”), (b) the price at which the AAI Purchase Shares are

being offered for sale (the “AAI Offer Price”; and (c) any other terms and

conditions in connection therewith (the “AAI Offer Notice”). A copy of

the AAI Offer Notice shall be sent to each Private Participant, who shall

have the option to purchase between them all, but not less than all, of the

AAI Purchase Shares, proportionately in accordance with their, inter-se,

respective shareholding in the JVC or in a manner as may be mutually

agreed between them provided that such purchase of the AAI Purchase

Shares by the Private Participants shall not result in the Foreign Entities

Equity Cap and/or the Scheduled Airlines Equity Cap being exceeded;

(ii) Transfer of all, but not less than all, of the AAI Purchase Shares to the

Private Participants in accordance with the AAI Offer Notice shall take

place at the same time and date at the registered office of the JVC within

thirty (30)days of the date of the AAI Offer Notice (the “AAI Purchase

Period”);

(iii) If the Private Participants do not purchase all the AAI Purchase Shares

from AAI and/or AAI Nominees within the AAI Purchase Period then

AAI and/or AAI Nominees shall be at a liberty to sell, within a period of

ninety (90) days of the expiry of the AAI Purchase Period, all but not less

than all, the AAI Purchase Shares at a price not lower than the AAI Offer

Price and on terms and conditions not more favourable than those offered

to the Private Participants in the AAI Offer Notice, to any Entity.

3.8 The Parties hereby expressly undertake and agree that, notwithstanding anything

to the contrary contained in this Agreement, no Foreign Airlines and/or their

respective Group Entities (other than such Group Entities that were airport

operators on the date of the issue of the ITREOI and the RFP) shall hold, nor be

allowed to hold, any Equity Shares of the JVC.

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Shareholders Agreement

CLAUSE 4

SCOPE AND OBJECTIVE OF THE JVC: BUSINESS PLAN

4.1 Purpose of the JVC and Scope of this Agreement

4.1.1 The purpose of the JVC shall be to design, develop, construct, finance, manage,

operate and maintain the Airport, as provided for under the OMDA (“Project”).

4.2 Shareholder Commitments

4.2.1 Each Shareholder hereby agrees to cooperate with each other Shareholder and

with the JVC and to use its reasonable efforts to the extent that it has the authority

and ability to do so to promote the success of the JVC and the Project and in

attaining the objectives set forth in the Business Plan. Provided however, the

Parties hereby expressly acknowledge and agree that AAI (or AAI Nominees)

shall only be responsible for contributing equity capital in the JVC in the manner

and to the extent set out in this Agreement.

4.2.2 Each Shareholder hereby undertakes towards the other Shareholders and to the

benefit of the JVC;

(a) To perform and observe all of the provisions of this Agreement, the

Charter Documents and all other agreements between the Parties;

(b) intentionally omitted

Reserved Shareholder Matters, and without prejudice to the foregoing, to

procure that (i) every person for the time being representing it in its

capacity as shareholder, and (ii) every person appointed as a Director in

terms of this Agreement will exercise any power of vote or cause the

power to vote to be exercised, at any meeting of the Shareholders or the

Board of the JVC, as the case may be, so as to ensure the approval of any

and every resolution necessary or desirable to procure that the affairs of

the JVC are conducted in accordance with the OMDA and otherwise to

give full effect to this Agreement, and likewise so as to ensure that no

resolution is passed which is not in accordance with the OMDA and/or the

provisions of this Agreement; provided, however, that except as expressly

directed or as otherwise contemplated by any provisions in this Agreement

each Shareholder shall have full discretion on how to vote the Equity

Shares which such Shareholder owns or on how to cause any person

appointed by such Shareholder to act in operating the JVC, subject only to

Applicable Law; and

(d) To cause any of its Group Entities, to comply with the provisions of

Clause 4.2.1 and paragraphs (b) and (c) of this Clause 4.2.2.

4.2.3 If any Director nominated by a Shareholder pursuant to Clause 5, for any reason

refuses to exercise his discretion in accordance with the provisions of this

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Agreement, such Shareholder shall forthwith take all action within its power or

control to substitute such Director.

4.2.4 The Parties agree that the Charter Documents shall, to the extent permissible

under Applicable Law, incorporate the provisions of this Agreement and, to the

extent that the Charter Documents are inconsistent with the Agreement, the

Shareholders shall exercise their power as shareholders of the JVC to ensure that

the Charter Documents are amended to the extent possible under Applicable Law

to remove any such inconsistencies. Further, the Parties also agree that the Private

Participants may enter into any agreement amongst themselves to regulate their

inter-se relationship as shareholders of the JVC (“Private Participants

Agreement”), provisions of which agreement shall, to the extent the same are not

contrary to or inconsistent with the provisions of this Agreement, not detrimental,

in any way, to the interest of AAI and as permissible under Applicable Law, be

incorporated in the Charter Documents. For abundant caution, it is hereby

expressly agreed between the Parties that in the event of a dispute or inconsistency

between the Private Participants Agreement and this Agreement, the provisions of

this Agreement shall take precedence. The Parties further expressly acknowledge

and agree that the onus to prove whether the Private Participants Agreement (or

any provision thereof) is not contrary to or inconsistent with the provisions of this

Agreement, detrimental, in any way, to the interest of AAI or permissible under

Applicable Law, shall be that of the Private Participants and the decision of the

AAI shall be final.

4.2.5 Notwithstanding anything to the contrary contained in this Agreement, the Parties

hereby expressly acknowledge that each AAI Nominee or every person for the

time being representing the AAI Nominee in its capacity as shareholder, as the

case may be, shall exercise any power to vote or cause the power to vote to be

exercised, at any meeting of the shareholders, as the case may be, in the same

manner as AAI exercises its power to vote or causes the power to vote to be

exercised (including abstaining from voting if AAI so abstains) or in such other

manner as may otherwise be notified by AAI in writing.

CLAUSE 5

MANAGEMENT AND THE BOARD OF DIRECTORS

5.1 The JVC shall be managed and governed under the overall superintendence,

direction and control of the Board. The Board shall have overall authority with

respect to development and management of the JVC and the Project. The officers

of the JVC shall have the authority and responsibilities specified by the Board of

Directors, consistent with the Charter Documents and this Agreement.

5.2 Composition of the Board

5.2.1 The Board composition shall be determined as under:

(i) AAI shall have the right to nominate such number of Directors as is

proportionate to its shareholding in the JVC subject to a minimum of one

(1).

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(ii) For abundant clarity, it is expressly set out here that the aforesaid right of

AAI to nominate one (1) director to the Board shall subsist and survive

irrespective of AAI not being a Shareholder in the JVC.

(iii) Private Participants shall have the right to nominate the remaining

Directors.

5.2.2 The Shareholders hereby acknowledge and agree to vote their respective

shareholding in the JVC in such manner so as to ensure appointment of the

nominees of AAI and the Private Participants, as Directors from time to time

5.3 Chairman

5.3.1 The Parties hereby undertake and agree that till such time as the Private

Participants in the aggregate hold more than fifty (50) percent of the total paid up

and outstanding equity share capital of the JVC, they shall have the right to

nominate the Chairman of the JVC, who shall be appointed by the Board.

5.3.2 The Parties further acknowledge and agree that if, at anytime, the aggregate

shareholding of the Private Participants is equal to or falls below fifty (50) percent

of the total paid up and outstanding equity share capital of the JVC, AAI shall

have the right to nominate the Chairman of the JVC, who shall be appointed by

the Board.

5.3.3 The Chairman shall preside over all the meetings of the Board or of the

Shareholders of the JVC.

5.3.4 If the Chairman is not present at a Board meeting or a Shareholders meeting, the

Directors who are present may appoint an acting Chairman from the other

nominee Directors of Private Participants or, if none of the nominee Directors of

Private Participants are present, any Director present at the meeting, for the

purpose of the Board meeting.

5.3.5 In the event of any dead lock, the Chairman shall not have the casting vote.

5.4 Managing Director

5.4.1 The Private Participants shall also nominate the Managing Director of the JVC,

who shall, following a Board resolution, be appointed by the Board. The

Managing Director shall not be liable to retire by rotation. The term of each

appointment for the Managing Director shall be for such period as would be

decided by the Board from time to time and subject to a detailed employment

agreement (if considered necessary by the Board) with the appointee.

5.4.2 The Managing Director shall be responsible for day-to-day management of the

JVC and for implementing the Project. The Managing Director will exercise his

powers subject to the overall superintendence, direction and control of the Board.

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5.5 Qualification

5.5.1 The Directors need not hold any qualification shares in the JVC.

5.6 Resignation and Removal

5.6.1 All Directors, expect the Managing Director, shall be liable to retire by rotation

provided that AAI or the Private Participants (as the case may be) shall be entitled

to nominate the same or any other person as a Director to fill the vacancy caused

by such retirement/ rotation. Except where a Director is required by Applicable

Law or the Charter Documents to vacate office, no Director shall be removed

during the term for which he was elected without the consent of the Shareholder

that recommended his appointment on the Board. Notwithstanding the foregoing,

a Shareholder may ask for removal, substitution or recall for any reason, of any of

the Directors nominated by such Shareholder and such Director shall be bound by

the direction of removal, substitution or recall. Each Shareholder agrees to co-

operate with the other Shareholders in convening a meeting of the shareholders of

the JVC to effect such removal and to vote in favour thereof, if so required.

5.7 Alternate Director

5.7.1 A Director, other than the Managing Director, (the "Original Director") shall be

entitled at any time and from time to time, to appoint any person to act as the

Original Director’s alternate (“Alternate Director”) (and the Shareholders shall

procure that the Board appoints such person as his alternate) and to direct the

termination of the appointment of such Alternate Director (and the Shareholders

shall procure that the Board terminates the appointment of such Alternate

Director).

5.7.2 Such Alternate Director shall be entitled, while holding office as such, to receive

notices of meetings of the Board or any committee thereof to which the Original

Director has been appointed, and to attend and vote as a Director at any such

meetings at which the Original Director is not present and generally to exercise all

the powers, rights (other than the right to appoint an Alternate Director as

provided in this Clause 5.7.1), duties and authorities and to perform all the

functions of the Original Director. Further, such Alternate Director shall be

entitled to constitute quorum, exercise the vote and sign a written resolution on

behalf of the Original Director at any meeting of the Board or any committee

thereof and to the extent permitted by Applicable Law his signature, vote,

presence and consent shall be deemed to be that of himself (as if he is a Director

in his own right) and the Original Director for whom he is an Alternate Director.

5.8 Vacancy

5.8.1 If a vacancy in any such office should occur for whatever reason, or a Director is

absent for a continuous period of one (1) month from the place where meetings of

the Board are regularly held and no Alternate Director has been appointed in his

place, then the Shareholder that nominated such Director shall be entitled to

nominate a replacement Director, and the Shareholders agree to vote their Shares

unanimously for the election of such replacement Director.

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5.9 Mode of conduct of Board Meeting

5.9.1 Board meetings shall be held at least once every quarter at such places in India as

the Board may determine and failing any such determination at the JVC's

registered office located at Delhi. If and when permitted under Applicable Law, a

Director may participate in a Board meeting or a committee/sub-committee

meeting of the Board by means of telephone, audio and/or video conferencing or

other communication facilities, and a Director participating in such a meeting by

such means shall be deemed for the purposes of this Agreement, to be present at

that meeting.

5.10 Notice and Agenda for Meeting

5.10.1 Unless the requirement of notice is waived by all Directors, a minimum of

fourteen (14) days written notice (or such shorter period as all the Directors may

agree) of the Board meetings shall be given to all Directors and their Alternate

Directors. Each notice of a meeting of the Board shall contain, inter alia, an

agenda specifying in reasonable detail, the matters to be discussed at the relevant

meeting and shall be accompanied by all necessary written information.

5.10.2 The Board shall only transact the business set out in the agenda accompanying the

notice to the Directors. Provided however that with the unanimous consent of all

the Directors with at least 1 (one) Director nominated by AAI in attendance and

voting in favour, the Board may transact business that is not set out in the agenda.

5.11 Quorum

5.11.1 The quorum for the meetings of the Board or any adjournment thereof shall

necessarily include at least one (1) Director nominated by AAI and at least one (1)

Director nominated by any of the Private Participants. Provided that the

requirement of having at least one (1) Director nominated by AAI for validly

constituting any meeting of the Board or any adjournment thereof shall apply

irrespective of its shareholding in the JVC; Provided further that the requirement

of having at least one (1) Director nominated by any of the Private Participants for

validly constituting any meeting of the Board or any adjournment thereof shall

only apply till such time as the Private Participants, in the aggregate, hold at least

26 percent Equity Shares in the JVC.

5.11.2 If within half an hour from the time appointed for holding a meeting of the Board,

a quorum is not present, the said Board meeting shall stand adjourned to the same

day in the next week, to be held at the same time and place (“Adjourned

Meeting”). If at the Adjourned Meeting as well, a valid quorum cannot be

constituted, the Directors present shall constitute a valid quorum.

5.11.3 All items of business transacted or decisions taken at meetings where the quorum

is not so constituted shall be null and void.

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5.12 Committees of the Board

5.12.1 If the Board finds it necessary to constitute a committee or sub-committee, the

Board shall determine the powers (including scope, termination, amendment of

and withdrawal thereof) of such committee or sub-committee. The committee or

sub-committee shall be subject to and be under the supervision of the Board.

Notwithstanding anything to the contrary contained, AAI shall have the right to

nominate one nominee each on every committee and sub-committee constituted

by the Board.

5.13 Decisions

5.13.1 Each member of the Board of Directors shall be entitled to cast one vote with

respect to any matter to be decided by the Board of Directors.

5.13.2 A resolution of the Board of Directors shall be adopted by the affirmative vote of

the simple majority of the Directors present at a meeting at which a quorum of the

Board of Directors is present. Provided, however, that as long as AAI along with

the AAI Nominees, in the aggregate, holds not less than ten (10) percent of equity

share of the JVC, any decision in relation to the Reserved Board Matters shall be

considered as passed by a majority vote necessarily requiring the affirmative vote

of the Directors nominated by AAI.

5.13.3 The JVC or any of its Directors, officers, agents or representatives shall not

undertake any Reserved Board Matter without the prior approval by the Board.

5.14 Resolution by Circular

5.14.1 Subject to Applicable Law and for matters other than Reserved Matters,

resolutions of the Board may be passed by circulation, if the resolution has been

circulated in draft, together with necessary papers, if any, to all the Directors, then

in India or outside India, and has been signed by a majority of the Directors. Such

resolutions may be signed by the Directors as single document or in counterparts.

5.15 Authority

5.15.1 Unless otherwise authorised by the Board, none of the Directors shall be

empowered to bind the JVC individually.

5.16 Disqualification of Directors

5.16.1 Subject to Applicable Law, a Director shall not be deemed disqualified to serve by

reason of his being officer, director or shareholder of any other body corporate.

5.17 Inspection and Information

5.17.1 It is hereby agreed between the Parties that AAI shall have the right to examine

the books, records and accounts to be kept by the JVC and shall be entitled to

receive all information, including monthly management accounts and operating

statistics and other trading and financial information.

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5.17.2 Without prejudice to the generality of Clause 5.17.1, the JVC shall supply AAI

with copies of:

(a) audited accounts of the JVC (complying with all relevant legal

requirements); and

(b) monthly/quarterly management accounts of each principal division of the

JVC; these shall include a consolidated profit and loss account, balance

sheet and cash flow statement broken down according to the principal

divisions of the JVC including a statement of progress against the relevant

Business Plan, a statement of any variation from the quarterly revenue

budget and up-to-date forecasts for the balance of the relevant Financial

Year and itemizing all expenditure in relation to the JVC’s capital

programme entered into by each principal division of the JVC during that

period;

CLAUSE 6

SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

6.1 Matters Requiring Approval of Shareholders

6.1.1 Till such time as AAI along AAI Nominees, in the aggregate hold at least ten (10)

percent Equity Shares in the JVC, the JVC (or any of its Directors, officers, agents

or representatives) shall not give effect to any decision or resolution in respect of

the Reserved Shareholders Matters, unless the same is approved by the affirmative

vote of AAI .

6.1.2 The Articles of Association of the JVC shall (a) expressly permit the proxies to

vote at the JVC’s shareholders’ meetings; and (b) expressly permit the

appointment of multiple proxies/representatives in respect of the JVC’s shares and

specify the number of votes that each proxy is authorised to use.

CLAUSE 6A

REPRESENTATIONS AND WARRANTIES

6A.1 Each of the Private Participants hereby warrant and represent to and for the

benefit of AAI, the JVC and the other Private Participants that:

(i) It is duly organised and validly existing under law and has all requisite

legal power and authority to execute this Agreement and carry out the

terms, conditions and provisions hereof;

(ii) The execution and delivery by the Private Participant of this Agreement

has been duly authorized by all requisite corporate and other action and

will not contravene any provisions of or constitute a default under, any

other agreement or instrument to which it is a party or by which it may be

bound;

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(iii) This Agreement and all such other agreements and written obligations

entered into and undertaken in connection with the transactions

contemplated hereby to which it is a Party, constitute or will constitute

following the execution and delivery thereof valid and legally binding

obligations of such Private Participant, enforceable against it in accordance

with its respective terms, subject as to enforcement of remedies to

applicable bankruptcy, insolvency, reorganisation and other laws affecting

generally the enforcement of the rights of creditors and subject to a court’s

discretionary authority with respect to the granting of a decree ordering

specific performance or other equitable remedies;

(iv) It is not insolvent and no insolvency proceedings have been instituted, nor

threatened or pending by or against it;

(v) It has complied with Applicable Law in all material respects and has not

been subject to any fines, penalties, injunctive relief or any other civil or

criminal liabilities which in the aggregate has or may have a material

adverse effect on its ability to perform its obligations under this

Agreement.

(vi) There are no actions, suits, claims, proceedings or investigations pending

or, to the best of the Private Participant’s knowledge, threatened in writing

against it at law, in equity, or otherwise, whether civil or criminal in

nature, before or by, any court, commission, arbitrator or Governmental

Authority, and there are no outstanding judgments, decrees or orders of

any such courts, commissions, arbitrators or governmental authorities,

which materially and adversely affects its ability to perform its obligations

under this Agreement.

6A.2 AAI hereby warrants and represents to and for the benefit of the JVC and the

Private Participants that:

(i) It is duly organised and validly existing under law and has all requisite

legal power and authority to execute this Agreement and carry out the

terms, conditions and provisions hereof;

(ii) The execution and delivery by AAI of this Agreement has been duly

authorized by all requisite corporate and other action and will not

contravene any provisions of or constitute a default under, any other

agreement or instrument to which it is a party or by which it may be

bound;

(iii) This Agreement and all such other agreements and written obligations

entered into and undertaken in connection with the transactions

contemplated hereby to which it is a Party, constitute or will constitute

following the execution and delivery thereof valid and legally binding

obligations of AAI, enforceable against it in accordance with its respective

terms, subject as to enforcement of remedies to applicable bankruptcy,

insolvency, reorganisation and other laws affecting generally the

enforcement of the rights of creditors and subject to a court’s discretionary

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authority with respect to the granting of a decree ordering specific

performance or other equitable remedies;

(iv) AAI is not insolvent and no insolvency proceedings have been instituted,

nor threatened or pending by or against it;

(v) It has complied with Applicable Law in all material respects and has not

been subject to any fines, penalties, injunctive relief or any other civil or

criminal liabilities which in the aggregate has or may have a material

adverse effect on its ability to perform its obligations under this

Agreement.

(vi) There are no actions, suits, claims, proceedings or investigations pending

or, to the best of AAI’s knowledge, threatened in writing against it at law,

in equity, or otherwise, whether civil or criminal in nature, before or by,

any court, commission, arbitrator or governmental authority, and there are

no outstanding judgments, decrees or orders of any such courts,

commissions, arbitrators or governmental authorities, which materially and

adversely affects its ability to perform its obligations under this

Agreement.

6A.3 Each of the Parties to this Agreement hereby acknowledges that (i) other than the

representations and warranties made in and/or referred to in this Clause 6A, no

Party has relied upon or will rely upon any other representation or warranty

(whether written or oral) or any financial projection or forecast or market

information delivered to it with respect to the business and operations of the

Company for the purposes of this Agreement; and (ii) there are no representations

or warranties by or on behalf of any Party or its representatives other than those

expressly set forth and/ or referred to in this Clause 6A for the purposes of this

Agreement.

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CLAUSE 7

TERMINATION

7.1 Termination

7.1.1 The Parties agree that in the event any of the Shareholders (along with any of their

respective Group Entities and in case of AAI, also along with the AAI Nominees)

cease to hold, directly or indirectly, any Equity Shares of the JVC, this

Agreement shall stand terminated automatically vis-à-vis such Shareholder.

Provided however, the obligations of such Shareholder under this Agreement

relating to confidentiality (Clause 8) and dispute resolution (Clause 9.4) and such

other provisions of this Agreement that by their nature are intended to survive,

shall survive any termination of this Agreement.

7.2 Right to Terminate for Cause

(a) In the event of occurrence of a material breach of any of the terms and

conditions of this Agreement or any covenant, representation, warranty or

agreement set forth herein (“Material Breach”) on the part of a

Shareholder (the “Defaulting Party”), any other Shareholders (“Non-

Defaulting Party”) may give written notice of the alleged breach

(“Breach Notice”) to the Defaulting Party.

(b) A termination event (“Termination Event”) shall be deemed to have

occurred:

(i) If such Material Breach, if reasonably capable of being cured, is

not cured by the Defaulting Party within thirty (30) days of receipt

of the Breach Notice (“Cure Period”), or if such Material Breach

is not reasonably capable of being cured, forthwith upon issue of

the Breach Notice;

(ii) In the event an insolvency, winding up or a bankruptcy petition or

other insolvency application is presented against a Shareholder, or

a court of competent jurisdiction makes an order, or a resolution is

passed, for the winding up, dissolution or judicial management or

administration of that Shareholder otherwise than in the course of a

reorganisation or restructuring previously approved in writing by

the other Shareholders (such approval not to be unreasonably

withheld). For avoidance of doubt, it is clarified that exercise of

any powers by GOI under the AAI Act with respect to AAI or its

property, including but not limited to reconstitution thereof shall

not be a Termination Event;

(iii) In the event any attachment, sequestration, distress, execution or

other legal process is levied, enforced or instituted against the

assets of a Shareholder, or a liquidator, judicial manager, receiver,

administrator, trustee-in-bankruptcy, custodian or other similar

officer has been appointed (or a petition for the appointment of

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such officer has been presented) in respect of any assets of a

Shareholder; or

Participants:

(i) the non-defaulting Private Participants shall have the right to

acquire the entire shareholding of the defaulting Private Participant

in the JVC; and the defaulting Private Participant hereby

undertakes and agrees to so transfer, its entire shareholding in the

JVC to the non-defaulting Private Participants at such price as

agreed / to be agreed between the Private Participants. Provided

however, such Transfer does not in any way result in the Foreign

Entity Equity Cap and/or the Scheduled Airlines Equity Cap being

exceeded;

(ii) Transfer of all, but not less than all, of the Equity Shares held by

the defaulting Private Participant shall take place at the registered

office of the JVC within thirty (30) days from the date of

occurrence of a Termination Event (“PP Default Purchase

Period”);

(iii) In the event the entire shareholding of the defaulting Private

Participants is not purchased by the non-defaulting Private

Participants pursuant to Clause 7.2(c)(i) above, AAI (and/or AAI

Nominees nominated by AAI in this regard) shall have the right,

but not the obligation, upon issuing notice within forty five (45)

days after expiration of the PP Default Purchase Period to the

defaulting Private Participant, to acquire the entire shareholding

held by Defaulting Party in the JVC and the defaulting Private

Participant undertakes and agrees to so transfer its entire

shareholding held in the JVC to AAI and/or AAI Nominees (as the

case may be) at the lesser of (i) 50% of the par value; or (ii) 50% of

the Fair market Value.

(iv) If all of the Equity Shares held by the Defaulting Party are not

purchased by the Non-Defaulting Party (being either AAI (and/or

AAI Nominees) or the non-defaulting Private Participant (or their

approved nominees)) within sixty (60) days of the expiry of the

Default Purchase Period, then the Material Breach, in respect of

which the Breach Notice was given, shall be deemed to have been

condoned and the Termination Event shall be deemed to have been

lapsed without prejudice to other remedies at law or under this

Agreement which the Non-Defaulting Party may have against the

Defaulting Party.

(d) On the occurrence of a Termination Event by Material Breach of AAI:

(i) the Private Participants shall have the right, but not the obligation,

upon issuing notice to the AAI within forty five (45) days after date

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Shareholders Agreement

of occurrence of the Termination Event (“AAI Default Purchase

Period”) , to acquire the entire shareholding of AAI (including the

shareholding of the AAI Nominees) at the lesser of (i) 100% of the

par value; or (ii) 100% of the Fair market Value. Provided

however, such Transfer does not in any way result in the Foreign

Entity Equity Cap and/or the Scheduled Airlines Equity Cap being

exceeded;

(ii) If all of the Equity Shares held by AAI (along with AAI Nominees)

are not purchased by the Private Participant (or their approved

nominees) within sixty (60) days of expiration of the Default

Purchase Period, then the Material Breach, in respect of which the

Breach Notice was given, shall be deemed to have been condoned

and the Termination Event shall be deemed to have been lapsed

without prejudice to other remedies at law or under this Agreement

which the Non-Defaulting Party may have against the Defaulting

Party.

(e) Any Shareholder entitled to purchase shares under this Clause 7.2 shall

have the right to designate any of its’ Group Entity(s) to purchase the said

shares, in place and stead of such Shareholder. Provided however, (i) such

Transfer does not in any way result in the Foreign Entity Equity Cap

and/or the Scheduled Airlines Equity Cap being exceeded; and (ii) the

Group Entity agrees and undertakes to be bound to the terms and

conditions of this Agreement and executes the Deed of Adherence.

CLAUSE 8

CONFIDENTIALITY

8.1 The Parties hereby acknowledge and agree that each of them and their Group

Entities possess and will continue to possess information that has been created,

discovered, developed, or otherwise known and owned by them and their Group

Entities, which information has commercial value in the business in which they

and their Group Entities, are or may become engaged (the aforementioned

information is hereinafter called "Proprietary Information"). The Parties, on

behalf of themselves and their Group Entities, agree that during the terms of this

Agreement and after the termination or expiration hereof, each of them will keep

in confidence and trust all such Proprietary Information, and they and their Group

Entities will not use or disclose any such Proprietary Information or anything

directly relating to it without the written consent of the other Parties.

8.2 In the event of the expiration or termination of this Agreement for any reason, the

Parties shall promptly, at the direction of the owner of such Proprietary

Information, cease to use, destroy or return to the owner or its Group Entities all

documents and data of any nature pertaining to the Proprietary Information owned

by such Party or any of its Group Entities, and will not keep or deliver to anyone

else any documents or data of any description or any reproduction of any

description containing or pertaining to any Proprietary Information.

8.3 This Clause shall not, however, apply to information which:

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(a) is or becomes publicly available without fault of any Party;

(b) was known to any Party on a non-confidential basis prior to disclosure;

Information;

(d) is disclosed by the owner of such information to a Third Party without

restrictions similar to those contained herein;

(e) is disclosed in order to enable the sell-down/ draw-down of debt or to

proposed Third Party transferees, provided that the recipient executes a

confidentiality undertaking to use the information solely for that purpose;

(f) is disclosed in order to comply with the requirements of Applicable Law

including any requirements for the stock exchange listing of the JVC or

any Entity, which directly or indirectly, holds Equity Shares;

(g) is disclosed to any of the consultants (legal, financial, technical or

otherwise) of the Parties, provided that the recipient executes a

confidentiality undertaking to use the information solely for the purpose

disclosed.

8.4 The Shareholders on behalf of themselves and their respective Group Entities also

agree with each other and their respective Group Entities and the JVC to use their,

and to cause the JVC to use its, best efforts to assure that all information disclosed

in connection with the business of the JVC and not otherwise generally available

shall be kept confidential and shall not be revealed.

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CLAUSE 9

MISCELLANEOUS

9.1 Notices

9.1.1 Any notice to be given under this Agreement shall be deemed to have been duly

given upon receipt when in writing and delivered in person, by facsimile

transmission, by telex or by courier, addressed as follows:-

(a) If to AAI and/or AAI Nominees:

Airports Authority of India,

Rajiv Gandhi Bhawan,

New Delhi110 003.

Attention: Chairman

Fax No:+91-011-24641088

(b) If to the JVC:

Delhi International Airport Pvt. Ltd.

IGI Airport , Delhi.

Attention: Mr. Srinivas Bommidala

Fax No: +91-11-23766352

1. GMR Infrastructure Ltd.

Skip House

25/1, Museum Road

Bangalore – 560 025

Karnataka

India

Attention: Mr. Kiran Kumar Grandhi

Fax No: +91 80 2227 3620

2. GMR Energy Ltd.

Skip House

25/1, Museum Road

Bangalore – 560 025

Karnataka

India

Attention: Mr. Srinivas Bommidala

Fax No: +91 80 2227 3633

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Shareholders Agreement

3. GVL Investments Private Ltd.

Skip House

25/1, Museum Road

Bangalore – 560 025

Karnataka

India

Attention: Mr. G.B.S. Raju

Fax No: +91 80 2299 8118

4. Fraport AG Frankfurt Airport Services Worldwide,

Cargo City South

Building 664C

Fraport AG

60547 Frankfurt am Main,

Federal Republic of Germany

Attention: Mr. Frank Thiesen

Fax No: +49 69 690 59866

5. Malaysia Airports (Mauritius) Private Ltd.

C/o Malaysia Airport (Niaga) Sdn. Bhd.

Head Office of MAB

Sultan Abdul Aziz Shah Airport,

Subang,

47200 Selangor Darul Ehsan,

Malaysia.

Attention: Dato’ Bashir Ahmad Bin Abdul Majid

Fax No: +603 7846 4177

6. India Development Fund,

IDFC Private Equity Co. Ltd.

17, Vaswani Mansion,

Floor, D Vachha Raod, Church Gate,

Mumbai – 400 020,

India.

Attention: Mr. Luis Miranda

Fax No: +91-22–2202 0798

9.1.2 Any Party may change its address provided above for the purpose of this

Agreement by giving written notice to the other Parties of such change in the

manner hereinabove provided.

9.2 Force Majeure:

9.2.1 Notwithstanding anything to the contrary contained in this Agreement, it is hereby

expressly agreed between the Parties that no relief shall be granted to any Party

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under this Agreement for, or on account of, Force Majeure.

9.3 Specific Performance of Obligations

9.3.1 The Parties to this Agreement agree that, to the extent permitted under

Applicable Law, the rights and obligations of the Parties under this Agreement

shall be subject to the right of specific performance and may be specifically

enforced against a Defaulting Party. The Parties acknowledge that any breach

of the provisions of this Agreement will cause immediate irreparable harm to

the adversely affected Party (“Affected Party”) for which any compensation

payable in damages shall not be an adequate remedy. Accordingly, the Parties

agree that the Affected Party shall be entitled to immediate and permanent

injunctive relief, specific performance or any other equitable relief from a court

of competent jurisdiction in the event of any such breach or threatened breach

by any other Party. The Parties agree and stipulate that the Affected Party shall

be entitled to such injunctive relief, specific performance or other equitable

relief without (i) the necessity of proving actual damages; or (ii) posting a bond

or other security. Nothing contained herein shall limit the Affected Party’s

right to any remedies at law or in equity, including without limitation the

recovery of damages from the defaulting Party.

9.4 Governing Law and Consent to Jurisdiction; Arbitration

9.4.1 This Agreement and all questions of its interpretation shall be construed in

accordance with the laws of the Republic of India.

9.4.2 The Parties agree that they shall attempt to resolve through good faith

consultation, disputes arising in connection with this Agreement, and such

consultation shall begin promptly after a Party has delivered to the other Party a

written request for such consultation. Provided that if such good faith

consultations have not resulted in a resolution of the dispute within sixty (60) days

of such consultations having commenced, the provisions of Clause 9.4.3 shall

apply.

9.4.3 Arbitration

9.4.3.1 Any dispute, which could not be settled by the Parties through amicable

settlement (as provided for under Clause 9.4.2 hereinabove) shall be finally settled

by arbitration in accordance with the Indian Arbitration and Conciliation Act,

1996. A notice of the intent to refer the dispute to arbitration may be given by a

Party or group of Parties (“Claimant(s)”) to the other Party or group of Parties

(“Respondent(s)”).

9.4.3.2 The disputes shall be referred to a tribunal comprising three (3) arbitrators. The

Respondent(s) and the Claimant(s) to the arbitration shall have the right to appoint

one arbitrator each and the two arbitrators thus appointed shall choose the third

arbitrator who will act as a presiding arbitrator of the tribunal (together forming

the “Arbitral Tribunal”). In the event of failure by the Respondent(s) and/or the

Claimant(s) to appoint their arbitrator(s) or by the two arbitrators appointed by the

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Respondent(s) and the Claimant(s) respectively to appoint the third arbitrator, the

said arbitrator(s) shall be appointed by the High Court of Delhi.

9.4.3.3 Such arbitration shall, unless otherwise agreeable to the Parties, be held at New

Delhi, India. All proceedings of such arbitration shall be in the English language.

9.4.3.4 The decision(s) of the Arbitral Tribunal shall be final and binding on the Parties.

9.4.3.5 Subject to this Clause 9.4, the Courts at Delhi shall have jurisdiction over this

Agreement.

9.5 Entire Agreement

9.5.1 This Agreement, together with all Annexures, Schedules, Exhibits and

attachments hereto, represents the entire agreement and understanding between

the Parties with respect to the subject matter of this Agreement and supersedes

any prior agreement or understanding, written or oral, that the Parties may have

had.

9.6 Amendments

9.6.1 Any modification, amendment, or waiver of any provision of this Agreement shall

be effective if, but only if, in writing and signed in person or by an authorized

representative of each Party.

9.7 Severability

9.7.1 If any article, clause, section or paragraph, or part thereof, of this Agreement or

any agreement or document appended hereto or made a part hereof is invalid,

ruled illegal by any court of competent jurisdiction, or unenforceable under

present or future Applicable Laws, then it is the intention of the Parties that the

remainder of the Agreement, or any agreement or document appended hereto or

made a part hereof, shall not be affected thereby unless the deletion of such

provision shall cause this Agreement to become materially adverse to any Party in

which case the Parties shall negotiate in good faith such changes to the

Agreement as will best preserve for the Parties the benefits and obligations under

such provision.

9.8 Counterparts

9.8.1 This Agreement may be executed in two or more counterparts, and by each Party

on the same or different counterparts, but all of such counterparts shall together

constitute one and the same instrument.

9.9 Waivers

9.9.1 No failure by a Party to take any action with respect to a breach of this Agreement

or a default by any other Party shall constitute a waiver of the former Party's right

to enforce any provision of this Agreement or to take action with respect to such

breach or default or any subsequent breach or default. Waiver by any Party of any

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breach or failure to comply with any provision of this Agreement by a Party shall

not be construed as, or constitute, a continuing waiver of such provision, or a

waiver of any other breach of or failure to comply with any other provision of this

Agreement.

9.10 No Agency

9.10.1 This Agreement shall not constitute any Party as the legal representative or agent

of another Party, nor shall any Party have the right or authority, to assume, create

or incur any liability or obligation, express or implied, against, in the name of, or

on behalf of another Party.

9.11 No Third Party Beneficiaries

9.11.1 Nothing expressed or mentioned in this Agreement is intended or shall be

construed to give any Entity other than the Parties hereto (and their respective

successors and permitted assigns) any legal or equitable right, remedy or claim

under or in respect of this Agreement or any provision herein contained.

9.12 Independence of the Parties with respect of each other and of the JVC

9.12.1 The Parties are and shall remain independent. None of the Parties or any Group

Entity thereof shall be considered an agents of the other, nor shall they have

authority to enter into any contract or any obligation for, or make any warranty or

representation on behalf of the other, or the JVC.

9.13 Arms Length

9.13.1 All relationships between each Party and/or any relevant Group Entity of such

Party of the one part, and the JVC, of the other part, shall be conducted at arms

length and on competitive terms.

9.14 Expenses

9.14.1 Each of the Parties shall bear the fees and expenses of its respective counsel,

accountants and experts and all other costs and expenses incurred by it incidental

to the negotiation, preparation, execution and delivery of this Agreement.

9.15 AAI not Promoter

9.15.1 For the benefit of the shareholders and expediting the operation of this agreement

and of the OMDA, AAI has blocked the name “Delhi International Airport Private

Limited” with the Registrar of Companies and has got the skeleton of the structure

of the JVC registered. The Parties hereby expressly agree and acknowledge that

merely by such act of AAI or its shareholding, neither AAI nor any of the AAI

Nominees shall, at any point, for whatsoever reason, be construed to be the

promoter(s) of the JVC. If at any point, AAI and/or any of the AAI Nominees are

held to be promoters of the JVC u9nder Applicable Law, resulting in some loss,

expense, cost or liability to the AAI and/or its nominee(s), the Private Participants

shall keep AAI and/or its nominee(s) harmless and shall indemnify them in full.

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9.16 Encumbrance

9.16.1 Notwithstanding anything to the contrary contained in this Agreement, it is hereby

expressly agreed between the Parties that the Private Participants shall have the

right but not the obligation to, in any way, Encumber their shareholding in the

JVC in favour of the Lenders for raising Debt for the use of the JVC, in

accordance with the provisions of the OMDA.

9.17 Consequential Loss

9.17.1 Notwithstanding anything to the contrary contained in this Agreement, in no event

shall any Party, its officers, employees or agents be liable to any other Party (on

the basis of contract, indemnity, warranty or tort including negligence and strict or

absolute liability or breach of statutory duty or otherwise) for any matter arising

out of, or in connection with, this Agreement in respect of any Consequential Loss

suffered by such other Party. Each party undertakes not to sue any other party, its

officers, employees and agents in respect of such Consequential Loss.

For the purposes of this provision, “Consequential Loss” means any indirect or

consequential loss (including loss or protection, loss of profit, loss of revenue, loss

of contract, loss of goodwill, liability under other agreements, or liability to third

parties) resulting from such breach and whether or not the Party committing the

breach knew or ought to have known, that such indirect or consequential loss

would be likely to be suffered as a result of such breach and includes the payment

or repayment of any amounts (or any acceleration thereof) to lenders or creditors

of the aggrieved Party from time to time, but excludes death or personal injury

resulting from the negligence of the Party liable, its officers, employees or agents.

IN WITNESS WHEREOF the Parties have hereunto set their respective hands the day

and year first above written.

For and on behalf of Airports Authority of

India :

Signed by ____________________

Witnessed by:

For and on behalf of Delhi International

Airport Pvt. Ltd.:

Signed by ____________________

Witnessed by:

For and on behalf of GMR Infrastructure Witnessed by:

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Ltd.:

Signed by ____________________

For and on behalf of GMR Energy Ltd.:

Signed by ____________________

Witnessed by:

For and on behalf of GVL Investments Pvt.

Ltd.:

Signed by ____________________

Witnessed by:

For and on behalf of Fraport AG Frankfurt

Airport Services Worldwide:

(1)

Signed by ____________________

(2)

Signed by ____________________

Witnessed by:

For and on behalf of Malaysia Airports

(Mauritius) Private Limited:

Signed by ____________________

Witnessed by:

For and on behalf of India Development

Fund a unit scheme of IDFC Infrastructure

Fund, a trust created under the Indian Trusts

Act, 1882, which is a venture capital fund

registered under the Securities and Exchange

Board of India (Venture Capital Funds)

Regulations, 1996, of which IDBI Trustee

Company is the trustee, acting through its

investment manager IDFC Private Equity

Witnessed by:

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Company Limited:

Signed by ____________________

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SCHEDULE 1

PRIVATE PARTICIPANTS

(1) GMR Infrastructure Ltd.,

(2) GMR Energy Ltd.

(3) GVL Investments Pvt. Ltd.

(4) Fraport AG Frankfurt Airport Services Worldwide,

(5) Malaysia Airports (Mauritius) Private Limited

(6) India Development Fund, a unit scheme of IDFC

Infrastructure Fund, a trust created under the Indian Trusts

Act, 1882, which is a venture capital fund registered under the

Securities and Exchange Board of India (Venture Capital

Funds) Regulations, 1996, of which IDBI Trustee Company is

the trustee, acting through its investment manager IDFC

Private Equity Company Limited.

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SCHEDULE 2

BROAD PRINCIPLES FOR DERIVING FAIR MARKET VALUE OF EQUITY

In the event that a determination needs to be made of the Fair Market Value of the Equity

Shares, the procedures and approach set forth in this Schedule shall apply:

1. If the JVC at that time is publicly listed company then the Fair Market Value shall

be the weighted average of the daily trading price for the shares over the previous

twelve (12) week period, with the weights being the value of the daily turnover of

the Equity Shares.

2. If the JVC is not publicly listed, then:

(i) Fair Market Value of the Equity Shares means the value of the Equity

Shares determined by a firm of independent chartered accountants of

international reputation (the “Valuer”) on the basis of a transaction

between a willing seller and a willing buyer and in accordance with Indian

GAAP. Provided that in the event AAI is not the defaulting Party, in

determining such value, the Valuer shall:

(a) not ascribe or take into account directly or indirectly, any value per

se to the land provided to the JVC under the Lease Deed.

(b) exclude any value attributable directly or indirectly to the state

support granted to the JVC.

Provided however, if AAI is the defaulting Party then the Valuer shall

attribute the above value while determining the Fair market Value of the

Equity Shares.

(ii) Upon receiving a request from a concerned Party for determination of the

Fair Market Value of Equity Shares where required in terms of this

Agreement, the Board will select the Valuer and instruct the Valuer to

determine the Fair Market Value in accordance with Paragraph 1 above.

(iii) The JVC will provide the information required by the Valuer for such

determination, within a period of seven (7) days of his appointment.

(iv) The Valuer shall determine the Fair Market Value within a period of

twenty (20) days thereafter and provide his report to the Board, with

copies to all Parties.

(v) The costs, including fees of the Valuer, incurred for such determination

shall be borne by the seller and / or the buyer, as may reasonably be

determined by the Board.

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SCHEDULE 3

RESERVED BOARD MATTERS

1. Any change in the business of the JVC (including any cessation of any kind of

business);

2. Change of rights of any class or classes of shares (directly or indirectly);

3. Sale, transfer, lease, license or disposal of all or a substantial part of its business,

undertaking or assets whether by a single transaction or series of transactions,

related or not, provided that this clause shall not apply where the value of and

consideration for the business, undertaking and/or assets being sold, transferred,

leased, licensed or disposed of aggregates to less than ten (10) percent of the net

fixed asset of JVC in any period of twelve (12) months;

4. Commencement of any action to wind up or dissolution of the JVC including

passing of a resolution that the JVC be liquidated.

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SCHEDULE 4

RESERVED SHAREHOLDERS MATTERS

1. Any change in the business of the JVC (including any cessation of any kind of

business);

2. Change of rights of any class or classes of shares (directly or indirectly);

3. Sale, transfer, lease, license or disposal of all or a substantial part of its business,

undertaking or assets whether by a single transaction or series of transactions,

related or not, provided that this clause shall not apply where the value of and

consideration for the business, undertaking and/or assets being sold, transferred,

leased, licensed or disposed of aggregates to less than ten (10) percent of the net

fixed assets of the JVC in any period of 12 months;

4. Commencement of any action to wind up or dissolution of the JVC including

passing of a resolution that the JVC be liquidated;

5. Any shareholder resolution requiring the consent of not less than three-fourths

(75%) of the shareholders voting (special resolutions) under the provisions of the

Companies Act.

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ANNEXURE 1

DEED OF ADHERENCE

This DEED OF ADHERENCE (“Deed”) is executed this [•] day of [•], by [insert here

name and details of transferee company], a company / body corporate incorporated under

the laws of [•] with its registered office / principal place of business at [•] (the

“Transferee”)

WHEREAS:

A. By a Shareholders Agreement dated [•], 2006 (the “Shareholders Agreement”)

among AAI, [insert here names of Private Participants] and the JVC, the

Shareholders agreed to a mutual distribution / regulation of their rights and

liabilities as shareholders of the JVC.

B. Section 3.6.1 (b) of the Shareholders Agreement requires, inter alia, that,

concurrently with the transfer of shares in the equity capital by any Shareholder

(“Parent”) to any third party, such third party shall, as a pre-condition of such

transfer of shares to it execute this Deed and be bound by the Shareholders

Agreement.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. Definitions And Interpretation

Capitalised terms used but not defined in this Deed shall, unless the context

otherwise requires, have the respective meanings ascribed thereto in the

Shareholders Agreement.

2. Undertakings

2.1 Transferee hereby acknowledges that it has heretofore received a copy of, and has

read and understands the Shareholders Agreement and other Project Agreements,

and covenants, agrees and confirms that it shall be bound by all provisions of the

Shareholders Agreement as if it was an original party thereto, including with

respect to the rights and obligations of the transferor Party contained therein, and

the Shareholders Agreement shall have full force and effect on it, and shall be

read and construed to be binding on it.

3. Governing Law

This Deed shall be governed by and construed in accordance with the laws of the

India. The terms and conditions of the Shareholders Agreement in relation to the

provisions regarding arbitration and other terms and conditions shall be deemed to

have been incorporated in this Deed.

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SIGNED BY:

By ____________________

Name:

Title:

Witness

_______________________

Name:

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