BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

SECTION V: SPECIAL CONDITIONS OF CONTRACT The following Special Conditions of Contract (SCC) shall supplement/ amend the General Conditions of Contract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in the GCC. The corresponding clause number of the GCC is indicated in parentheses. 1. Definitions (GCC Clause 1) The Owner is: Yogindera Powers Limited C /O M/S Himachal Flour Mills Pvt Ltd, Tanda Road, Kangra- 176001 (H.P.) India,Ph 1892-265152, Fax # 01892 265984, Mobile: +91-9418002369 Email: yoginderapowers@in.com (Name, address, and telephone, cable and facsimile numbers) (Name, address, and telephone, cable and facsimile numbers) (Name, address, and telephone, cable and facsimile

The Project Manager is: The Contractor is:

The Contractors Representative is: numbers) The Adjudicator is:

(Name, address, and telephone, cable and facsimile numbers)

Country of Origin: All countries and territories as indicated in the section of the bidding documents, Eligibility for the Provision of Facilities, Works and Services in Bank-Financed Procurement. Time for Completion: Time for Completion for all Facilities: 24 (Twenty four) months GCC 1.1 Amend the following definitions as below:

Effective Date - Substitute the existing definition by the following: Effective Date means the date from which the Time for Completion shall be determined as stated in Article 3 (Effective Date for Determining Time for Completion) of the Form of Contract Agreement. Time for Completion - Substitute the Word Specifications appearing in line 5 of definition for Time for Completion with Stipulations. Completion - Delete the words in lines 6,7 and 8 reading, in other words, that the Facilities or specific part thereof are ready for commissioning as provided in GCC Clause 24 (Completion) hereof and add and commissioning has been attained as per Technical Specifications. Commissioning - Delete the words following Completion appearing in line 2 of the definition. 1.1 Interpretation (GCC Clause 3) GCC 3.9 - Substitute the Word persons in line 2 and 4 with firms.

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SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

2.

Notices (GCC Clause 4)

GCC 4.1 - Owners address for notice purposes: Yogindera Powers Limited C /O M/s Himachal Flour Mills Pvt Ltd, Tanda Road, Kangra- 176001 (H.P.) India,Ph 1892-265152, Fax # 01892 265984, Mobile: +91-9418002369 Email: yoginderapowers@in.com Contractors address for notice purposes: 3. Governing Law (GCC Clause 5) GCC 5.1 The governing law shall be the laws of Union of India. 4. Settlement of Disputes (GCC Clause 6) GCC 6.1.3 - Replace the words an hourly with the words a daily in line 1. -- Adjudicators daily fee: Rs. 5,000 /- (Rupees Five Thousand Only) [US$ 100 (United States Dollars hundred only)] GCC 6.1.4 - Appointing Authority for Adjudicator: Institution of Engineers (India) GCC 6.2.3 Any dispute, controversy or claim arising out of, or relating to this contract or breach, termination or invalidity there of which has not become final and binding pursuant to G.C.C. Clause 6.1.2, shall be settled by arbitration by arbitral tribunal as under. The arbitral tribunal shall have full power to open-up, review and revise any decision, opinion, instruction, determination, certificate or valuation of the Project Manager and any Recommendation(s) of the Adjudicator related to the dispute. (i) A dispute with an Indian Contractor shall be finally settled by arbitration in accordance with the Arbitration & Conciliation Act, 1996, or any statutory amendment thereof. The arbitral tribunal shall consist of three arbitrators, one each to be appointed by the Owner and the Contractor. The third Arbitrator shall be chosen by the two Arbitrators so appointed by the Parties and shall act as Presiding arbitrator. In case of failure of the two arbitrators, appointed by the parties to reach upon a consensus within a period of 30 days from the appointment of the arbitrator appointed subsequently, the Presiding arbitrator shall be appointed by the President of the Institution of Engineers (India)*. For the purpose of this sub-clause, the term Indian Contractor means a contractor who is registered in India and is a juridic person created under Indian law as well as a joint venture between such a contractor and a Foreign Contractor. (ii) In the case of a dispute with a foreign Contractor, the dispute shall be finally settled in accordance with the provisions of UNCITRAL Arbitration Rules. The arbitral tribunal shall consist of three Arbitrators one each to be appointed by the Owner and the Contractor. The third Arbitrator shall be chosen by the two Arbitrators so appointed by the parties, and shall act as presiding arbitrator. In case of failure of the two arbitrators appointed by the parties to teach upon a consensus within a period of 30 days from the appointment of the arbitrator appointed subsequently, the Presiding Arbitrator shall be appointed by the President of the Institution of Engineers (India)*. For the purposes of this Clause (Address, telephone, cable and facsimile numbers)

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SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

6.2 the term Foreign Contractor means a contractor who is not registered in India and is not a juridic person created under Indian Law. (iii) Neither party shall be limited in the proceedings before such tribunal to the evidence or arguments before the Adjudicator for the purpose of obtaining its Recommendation(s) pursuant to Sub-Clause 6.2.2. No recommendation shall disqualify any Adjudicator from being called as a witness and giving evidence before the arbitrator(s) on any matter whatsoever relevant to the dispute. (iv) Arbitration may be commenced prior to or after completion of the Works, provided that the obligations of the Owner, the Project Manager, the Contractor and the Adjudicator shall not be altered by reason of the arbitration being conducted during the progress of the Works. (v) If one of the parties fail to appoint its arbitrator in pursuance of Sub-Clause (i) and (ii) above, within 30 days after receipt of the notice of the appointment of its arbitrator by the other party, then the President of the Indian Institute of Engineers (India). Both in cases of foreign contractors as well as Indian Contractors, shall appoint the arbitrator. A certified copy of the order of the President of the Institution of Engineers (India) making such an appointment shall be furnished to each of the parties. (vi) Arbitration proceedings shall be held at Shimla / Kangra, India and the language of the arbitration proceedings and that of all documents and communications between the parties shall be in English. (vii) The decision of the majority of arbitrators shall be final and binding upon both parties. The cost and expenses of Arbitration proceedings will be paid as determined by the arbitral tribunal. However, the expenses incurred by each party in connection with the preparation, presentation, etc., of its proceedings as also the fees and expenses paid by the arbitrator appointed by such party or on its behalf shall be borne by each party itself. (viii) The arbitrator(s) shall give reasoned award. 5. Scope of Facilities (GCC Clause 7) GCC 7.1 - In line 7, delete the word and after completion and insert a (,). Also, add the words and performance testing after the commissioning. GCC 7.3 - The Contractor agrees to supply spare parts for a period of years: 5 (FIVE) years GCC 7.4 - The Contractor shall carry sufficient inventories to ensure an ex-stock supply of consumable spares for the plant and equipment. Other spare parts and components shall be supplied as promptly as possible, but at the most within six (6) months of placing the order and opening the letter of credit. In addition, in the event of termination of the production of spare parts, advance notification will be made to the Owner of the pending termination, with twelve (12) months time to permit the Owner to procure the needed requirement. Following such termination, the Contractor will permit to the extent possible and at no cost to the Owner the blueprints, drawings and specifications of the spare parts, if requested. 6. Time for Commencement and Completion (GCC Clause 8) GCC 8.1 - The Contractor shall commence work on the Facilities from the Effective Date for determining Time for Completion as specified in the Contract Agreement. GCC 8.2 - The Completion of the Facilities shall be attained within 24 (twenty four) months 6.1 Owners Responsibilities (GCC Clause 10) GCC 10.3 Delete the existing Clause and substitute with the following:

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BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

The Owner shall acquire and pay for all permits, approvals and/or licenses from all local, state and national government authorities or public service undertakings in the country where the Site is located, which such authorities or undertakings require the Owner to obtain in Owners name, and which are necessary for the execution of the Contract (including those which are required for the performance by both the Contractor and the Owner of their respective obligations under the Contract) and which are specified in Appendix (Scope of Works and Supply by the Owner) to the Contract Agreement. GCC 10.5 - In line 7, substitute the words including those required by with the words to enable. 7. Contract Price (GCC Clause 11) GCC 11.2 - The Contract Price shall be a firm lump sum price. 7.1 Terms of Payment (GCC Clause 12) GCC 12.3 - Add the words which have become due after the word, payment in line 1. -- Delete the words whether before or after judgment or arbitrage award in lines 7 and 8. 8. Securities (GCC Clause 13) GCC 13.2.1 Add at the end of para (before full stop), with a validity of ninety (90) days beyond the day of completion of facilities in accordance with GCC Clause 24. GCC 13.2.2 - Delete the portion starting from line 3 in proportion ... till the end of this Sub-Clause ... after its expiration and substitute with, as per the procedures specified in SCC. The security shall be discharged after Completion of the Facilities or relevant part thereof. GCC 13.3.1 - The amount of performance security, as a percentage of the Contract Price, shall be 10% (Ten Percent) of the Contract Price . The performance security of a Joint Venture shall be in the name of the Joint Venture -- Add the following at the end of Sub-Clause after the word, SCC: with a validity upto sixty (60) days beyond the Defect Liability period. GCC 13.3.2 - The Performance Security shall be in the form of the bank guarantee. The format of the Bank Guarantee shall be provided by the Owner. GCC 13.3.3 - Substitute the words The security shall automatically be reduced to half on the date of operational acceptance and should become null and void appearing in the beginning of the SubClause with the words If so stipulated in SCC, the security shall be reduced prorata to the contract price or a part or the facilities for which a separate time for completion is provided for. -- In line 2, substitute the words eighteen (18) with twenty-four (24) -- In line 5 & 6, after the word Facilities, add the words (or where relevant part thereof). GCC 27.10 Add the following at the end of the clause: The Contractor shall give additional warranty for the Francis Wheel Runner for a period of 12 (Twelve) months after the date of Operational Acceptance of the Facilities. The performance security shall be reduced to ten percent (10%) of the value of the component covered by the extended warranty to cover Contractors extended warranty in accordance with this provision

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BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

8.1

in the SCC, pursuant to GCC Sub-Clause 27.10. Taxes and Duties (GCC Clause 14) -- Add the words and mandatory spare parts after the word Equipment in line 5. GCC 14.3 Add the following at the end of the Sub-Clause: The above will not apply to deemed export benefits. GCC 14.4 - In line 11, delete the words Subcontractors or their employees. -- Add the following at the end of the Sub-Clause: However, these adjustments would be restricted to direct transactions between the Owner and the Contractor and not on procurement of raw materials, intermediary components etc. by the Contractor. Further, no adjustment of the Contract Price shall be made on account of variation in deemed export benefits.

8.2

Copy Right (GCC Clause 15) GCC 15.1 - Add the following at the end of the Sub-Clause: The Owner shall however be free to reproduce all drawings, documents and other material furnished to the Owner for the purpose of the Contract including, if required, for operation and maintenance.

8.3

Representatives (GCC Clause 17) GCC 17.1 - In line 7, delete the word No and replace with the words, The Owner shall take all reasonable care to see that no. -- In line 8, substitute the words, shall be with is.

-- In line 9-10-11, delete the sentence Such appointment shall only take effect upon receipt of such notice by the Contractor. GCC 17.2.4 - In line 2, substitute the word Completion with Operational Acceptance. 9. Work Program (GCC Clause 18) GCC 18.2 - The form of the program of performance of the Contract shall be PERT network In line 1-2, substitute the words signing the Contract Agreement with Notification of Award. 9.1 Design and Engineering (GCC Clause 20) GCC 20.3.2 - In line 1, substitute the word Fourteen (14) with twenty-one (21). -- Delete the last sentence of the Sub-Clause If the Project Manager ... by the Project Manager.

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SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

GCC 20.3.4 - In line 6, after the words modification(s), delete the word whereupon and substitute with and upon resubmission with the required modifications. -- Add the following at the end of the Sub-Clause: The procedure for submission of the documents by the Contractor and their approval by the Project manager shall be discussed and finalized with the Contractor. 9.2 Procurement (GCC Clause 21) GCC 21.4 - At the end of line 3, add, including liability for port charges if any, -- In line 9, substitute the words that are not with due to. Further, replace the word Contractor appearing immediately after the words fault of the with Owner. 9.3 Add the following as GCC Clause 22.3.1 GCC 22.3.1 - COMPLIANCE WITH LABOUR REGULATIONS: During continuance of the contract, the Contractor and his sub contractors shall abide at all times by all existing labour enactments and rules made thereunder, regulations, notifications and bye laws of the State or Central Government or local authority and any other labour law (including rules), regulations, bye laws that may be passed or notification that may be issued under any labour law in future either by the State or the Central Government or the local authority. Salient features of some of the major labour laws that are applicable to construction industry are given below. The Contractor shall keep the Owner indemnified in case any action is taken against the Owner by the competent authority on account of contravention of any of the provisions of any Act or rules made thereunder, regulations or notifications including amendments. If the Owner is caused to pay or reimburse, such amounts as may be necessary to cause or observe, or for non-observance of the provisions stipulated in the notifications/bye laws/Acts/Rules/regulations including amendments, if any, on the part of the Contractor, the Engineer/Owner shall have the right to deduct any money due to the Contractor including his amount of performance security. The Owner/Engineer shall also have right to recover from the Contractor any sum required or estimated to be required for making good the loss or damage suffered by the Owner. The employees of the Contractor and the Sub-Contractor in no case shall be treated as the employees of the Owner at any point of time. SALIENT FEATURES OF SOME MAJOR LABOUR LAWS APPLICABLE TO ESTABLISHMENTS ENGAGED IN BUILDING AND OTHER CONSTRUCTION WORKS. a) Workmen Compensation Act 1923: - The Act provides for compensation in case of injury by accident arising out of and during the course of employment. b) Payment of Gratuity Act 1972: - Gratuity is payable to an employee under the Act on satisfaction of certain conditions on separation if an employee has completed 5 years service or more or on death the rate of 15 days wages for every completed year of service. The Act is applicable to all establishments employing 10 or more employees. c) Employees P.F. and Miscellaneous Provision Act 1952: The Act provides for monthly contributions by the Owner plus workers @ 10% or 8.33%. The benefits payable under the Act are: (i) (ii) (iii) Pension or family pension on retirement or death, as the case may be. Deposit linked insurance on the death in harness of the worker. Payment of P.F. accumulation on retirement/death etc.

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SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

d) Maternity Benefit Act 1951: - The Act provides for leave and some other benefits to women employees in case of confinement or miscarriage etc. e) Contract Labour (Regulation & Abolition) Act 1970: - The Act provides for certain welfare measures to be provided by the Contractor to contract labour and in case the Contractor fails to provide, the same are required to be provided, by the Principal Owner by Law. The Principal Owner is required to take Certificate of Registration and the Contractor is required to take license from the designated Officer. The Act is applicable to the establishments or Contractor of Principal Owner if they employ 20 or more contract labour. f) Minimum Wages Act 1948: - The Owner is supposed to pay not less than the Minimum Wages fixed by appropriate Government as per provisions of the Act if the employment is a scheduled employment. Construction of Buildings, Roads, Runways are scheduled employments. g) Payment of Wages Act 1936: - It lays down as to by what date the wages are to be paid, when it will be paid and what deductions can be made from the wages of the workers. h) Equal Remuneration Act 1979: - The Act provides for payment of equal wages for work of equal nature to Male and Female workers and for not making discrimination against Female employees in the matters of transfers, training and promotions etc. i) Payment of Bonus Act 1965: - The Act is applicable to all establishments employing 20 or more employees. The Act provides for payments of annual bonus subject to a minimum of 8.33% of wages and maximum of 20% of wages to employees drawing Rs.3500/-per month or less. The bonus to be paid to employees getting Rs.2500/- per month or above upto Rs.3500/- per month shall be worked out by taking wages as Rs.2500/-per month only. The Act does not apply to certain establishments. The newly set-up establishments are exempted for five years in certain circumstances. Some of the State Governments have reduced the employment size from 20 to 10 for the purpose of applicability of this Act. j) Industrial Disputes Act 1947: - The Act lays down the machinery and procedure for resolution of Industrial disputes, in what situations a strike or lock-out becomes illegal and what are the requirements for laying off or retrenching the employees or closing down the establishment. k) Industrial Employment (Standing Orders) Act 1946: - It is applicable to all establishments employing 100 or more workmen (employment size reduced by some of the States and Central Government to 50). The Act provides for laying down rules governing the conditions of employment by the Owner on matters provided in the Act and get the same certified by the designated Authority. l) Trade Unions Act 1926: - The Act lays down the procedure for registration of trade unions of workmen and Owners. The Trade Unions registered under the Act have been given certain immunities from civil and criminal liabilities. m) Child Labour (Prohibition & Regulation) Act 1986: - The Act prohibits employment of children below 14 years of age in certain occupations and processes and provides for regulation of employment of children in all other occupations and processes. Employment of Child Labour is prohibited in Building and Construction Industry.

n) Inter-State Migrant workmens (Regulation of Employment & Conditions of Service) Act 1979: - The Act is applicable to an establishment which employs 5 or more inter-state migrant
workmen through an intermediary (who has recruited workmen in one state for employment in the establishment situated in another state). The Inter-State migrant workmen, in an establishment to which this Act becomes applicable, are required to be provided certain facilities such as housing, medical aid, travelling expenses from home upto the establishment and back, etc.

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BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

o) The Building and Other Construction workers (Regulation of Employment and Conditions of Service) Act 1996 and the Cess Act of 1996: - All the establishments who carry on any building or other construction work and employs 10 or more workers are covered under this Act. All such establishments are required to pay cess at the rate not exceeding 2% of the cost of construction as may be modified by the Government. The Owner of the establishment is required to provide safety measures at the Building or construction work and other welfare measures, such as Canteens, FirstAid facilities, Ambulance, Housing accommodations for workers near the work place etc. The Owner to whom the Act applies has to obtain a registration certificate from the Registering Officer appointed by the Government. p) Factories Act 1948: - The Act lays down the procedure for approval at plans before setting up a factory, health and safety provisions, welfare provisions, working hours, annual earned leave and rendering information regarding accidents or dangerous occurrences to designated authorities. It is applicable to premises employing 10 persons or more with aid of power or 20 or more persons without the aid of power engaged in manufacturing process. 9.3.1 Add the following as GCC Clause 22.3.2 GCC 22.3.2 PROTECTION OF ENVIRONMENT: The contractor shall take all reasonable steps to protect the environment on and off the Site and to avoid damage or nuisance to persons or to property of the public or others resulting from pollution, noise or other causes arising as a consequence of his methods of operation. During continuance of the contract, the contractor and his sub-contractors shall abide at all times by all existing enactments on environmental protection and rules made thereunder, regulations, notifications and bye-laws of the State or Central Government, or local authorities and any other law, bye-law, regulations that may be passed or notification that may be issued in this respect in future by the State or Central Government or the local authority. Salient features of some of the major laws that are applicable are given below: The Water (Prevention and Control of Pollution) Act, 1974, This provides for the prevention and control of water pollution and the maintaining and restoring of wholesomeness of water. 'Pollution' means such contamination of water or such alteration of the physical, chemical or biological properties of water or such discharge of any sewage or trade effluent or of any other liquid, gaseous or solid substance into water (whether directly or indirectly) as may, or is likely to, create a nuisance or render such water harmful or injurious to public health or safety, or to domestic, commercial, industrial, agricultural or other legitimate uses, or to the life and health of animals or plants or of aquatic organisms. The Air (Prevention and Control of Pollution) Act, 1981, This provides for prevention, control and abatement of air pollution. 'Air Pollution' means the presence in the atmosphere of any 'air pollutant', which means any solid, liquid or gaseous substance (including noise) present in the atmosphere in such concentration as may be or tend to be injurious to human beings or other living creatures or plants or property or environment. The Environment (Protection) Act, 1986, This provides for the protection and improvement of environment and for matters connected therewith, and the prevention of hazards to human beings, other living creatures, plants and property. 'Environment' includes water, air and land and the inter-relationship, which exists among and between water, air and land, and human beings, other living creatures, plants, microorganism and property. The Public Liability Insurance Act, 1991, This provides for public liability insurance for the purpose of providing immediate relief to the persons affected by accident occurring while handling hazardous

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SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

substances and for matters connected herewith or incidental thereto. Hazardous substance means any substance or preparation which is defined as hazardous substance under the Environment (Protection) Act 1986, and exceeding such quantity as may be specified by notification by the Central Government. 9.4 Completion of the Facilities (GCC Clause 24) GCC 24.3 - In line 4, after the word matters, add, if so specified in Appendix 6 (Scope of Works and Supply by the Owner). GCC 24.4 - At the end of line 3, add the following after the word shall: commence Commissioning as per procedures stipulated in Technical Specification, and as soon as Commissioning is satisfactorily completed, the Contractor shall. 10. Commissioning and Operational Acceptance (GCC Clause 25) GCC 25.1.1 - In line 2, substitute the word commenced with completed. Further, in the same line after the word Contractor, add, as per procedures detailed in Technical Specifications and delete the rest of the existing sentence from immediately after ......... till ........ GCC Sub-Clause 24.6. GCC 25.1.2 - In line 1, after the word shall, add, unless otherwise specified in Technical Specifications. GCC 25.2.1 - In line 2, substitute the word during with after. -- In line 5, substitute the words Technical Specifications with Contract Documents. -- In line 7-8, delete the words and shall advise and arise the Owner. GCC 25.2.2 - The Guarantee Test of the Facilities shall be successfully completed within 21 (Twenty One) days. GCC 25.3.1(b) - In the last line, after the word above add the words but successful completion of the Facilities has been achieved. GCC 25.3.3 - in line 2, substitute the word Seven (7) with Twenty one (21). GCC 25.3.4 - In line 1, substitute the word Seven (7) with Twenty one (21). 11. Completion Time Guarantee (GCC Clause 26) GCC 26.2 - Applicable rate for liquidated damages: Maximum deduction for liquidated damages: shall be one-half percent (0.5%) per week, and the maximum shall not exceed ten percent (10%) of the Contract price. GCC 26.2 - in line 4, after the word amount, add the words computed at the rates. -- In line 5-6, delete the words as a percentage rate of the Contract Price, or the relevant part thereof GCC 26.3 - No bonus will be given for earlier Completion of the Facilities or part thereof. 12. Defect Liability (GCC Clause 27)

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SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

GCC 27.2 Required Defect Liability Period is eighteen (18) months from the date of Completion of the Facilities or twelve (12) months from the date of Operational Acceptance of the Facilities. GCC 27.6 - Substitute the last sentence of the second para with the following: The tests in character shall in any case be not less than what has already been agreed by the Owner and the Contractor for the original equipment/part of the Facilities. GCC 27.8 - Add the following at the end of the Sub-Clause: Upon correction of the defects in the Facilities or any part thereof by repair/replacement, such repair/replacement shall have the Defect Liability Period extended by a period of twelve (12) months from the time such replacement/repair of the facilities or any part thereof. -- Add the following as a new Sub-Clause 27.8.1: At the end of the Defect Liability Period, the Contractors liability ceases except for latent defects. The Contractors liability for latent defects warranty shall be limited to period of five (5) years from the end of Defect Liability Period. For the purpose of this clause, the latent defects shall be the defects inherently lying within the material or arising out of design deficiency, which do not manifest themselves during the Defect Liability Period defined in this GCC Clause 27, but later. GCC 27.9 Replace the word completion of facilities with operational acceptance in line 5/6. GCC 27.10 - The critical component covered under the extended warranty is the Pelton wheel runner and the period shall be 1 (one) year. 13. Completion - Guarantee Test - Acceptance (GCC Clause 24.3 and 25.2) Deleted. Provisions of GCC Clause 24.3 and 25.2 shall apply. 14. Functional Guarantees (GCC Clause 28) GCC 28.2 - Add the following after the words GCC Sub-Clause 42.2.2 in the last sentence: and recover the payments already made to the Contractor. GCC 28.3 (a) - In line 3, after the word expense add the words within a mutually agreed time. GCC 28.4 - Substitute the word The appearing in the beginning of the Sub-Clause with the following: In case the Owner exercises its option to accept the equipment after levy of liquidated damages, the -- In line 2, the word SCC to be substituted with Appendix 8 (Functional Guarantees) to the Contract Agreement. 15. Transfer of Ownership (GCC Clause 31) GCC 31.1 - Add the following after the words to that country in the last line: and upon endorsement of the dispatch documents in favour of the Owner. GCC 31.4 - Add the following after the word Facilities in the last line: provided quantity of any Plant and Equipment specifically stipulated in the Contract shall be the

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SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

property of the Owner whether or not incorporated in the Facilities. 16. Insurance (GCC Clause 34) GCC 34.7 - In line 3, substitute the word all with the -- In line 4, after the word Contractor add the words as per the procedure outlined in SCC. -- The procedure for appropriation and disbursement of insurance proceeds shall be in accordance with the terms and conditions as laid down in the insurance policy. 17. Change in Laws and Regulations (GCC Clause 36) GCC 36.1 - Substitute the word SCC at the end of the Sub-Clause with Appendix 2 to the Contract Agreement -- Add the following before the last sentence of the Sub-Clause: However, these adjustments would be restricted to direct transactions between the Owner and the Contractor and not on procurement of raw materials, intermediary components etc. by the Contractor. Further, no adjustment of the Contract price shall be made on account of variation in deemed export benefits. 18. Force Majeure (GCC Clause 37) GCC 37.1 - Insert (.) after the word affected in line 4 and delete the rest of the Sub-Clause including paragraph (a) to (f). GCC 37.6 - In line 6-7-8-9, replace the words failing which either party may terminate the Contract by giving a notice of the other, but without prejudice to either partys right to terminate the Contract under GCC Sub-Clause 38.5 with the words failing which the dispute will be resolved in accordance with GCC Clause 6. GCC 37.7 - Delete this Sub-Clause. GCC 37.8 - Renumber this Sub-Clause as 37.7

19.

War risks (GCC Clause 38) GCC 38.5 - In lines 12-13, replace the words failing which either party may terminate the Contract by giving a notice to the other with the words failing which the dispute will be resolved in accordance with GCC Clause 6. GCC 38.6 - In line 1-2, delete the words or 38.5

20.

Change in the Facilities (GCC Clause 39) GCC 39.2.5 - In the last sentence substitute the words shall withdraw the proposed change and shall notify the Contractor in writing thereof with the words and the Contractor shall agree on specific rates for valuation of the Change GCC 39.2.6 - Add the following sentence in the beginning of the Sub-Clause:

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BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

If rates and prices of any change are not available in the Contract, the parties thereto shall agree on specific rates for the valuation of the change. 21. Termination (GCC Clause 42) GCC 42.3.1(b) - At the end of the para, after the word Facilities, add the words which the Owner is required to obtain as per provision of the Contract as per relevant applicable laws of the country. 22. 22.1 Construction of the Contract (New Clause) The Contracts to be entered into with the successful Contractor shall be as under: For Foreign Contractor -First Contract for CIF/CIP supply of all off shore equipment and materials including mandatory spares. -Second Contract for Ex-works supply of all equipment and materials of Indian origin and for providing all services i.e. port handling and clearance for the imported Facilities, further loading and inland transportation for delivery at site, unloading, storage, handling at site, installation, testing and commissioning including Performance testing in respect of all the equipment supplied under both the Contracts and any other services specified in the Contract Documents. For Domestic Contractor -First Contract for Ex-works supply and CIF/CIP supply, if any, of all equipment and materials including mandatory spares identifying separately the CIF/CIP and Ex-works component of the supply. -Second Contract for providing all services i.e. inland transportation for delivery at site, unloading, storage, handling at site, installation, testing and commissioning including Performance Testing in respect of all equipment supplied under the First Contract and any other services specified in the Contract Documents. 22.2 The award of two Contracts shall not in any way dilute the responsibility of the Contractor for the successful completion of the facilities as per Specifications and a breach in one Contract shall automatically be constructed as a breach of the other Contract which will confer a right on the Owner to terminate the other Contract also at the risk and the cost of the Contractor. If the foreign Contractor has proposed an Assignee in his bid to execute the Second Contract and has also furnished written unequivocal consent of the proposed Assignee to work as independent Contractor on the terms offered by the Contractor and the Owner is satisfied with experience/qualification of the proposed Assignee, the Owner will enter into the Second Contract with the said Assignee. Further, the said Assignee, in addition to the Contract performance Security to be provided by the Contractor for Five Percent (5%) of the value of both the Contracts i.e. First Contract and the Second Contract, shall provide within twenty-eight (28) days of the notification of Contract award, a Contract Performance Security equivalent to Five percent (5%) of the value of the Second Contract for the due performance of Contract with a validity upto Sixty (60) days beyond the Defect Liability Period. It is expressly understood and agreed that both the Contracts shall contain the aforesaid crossfall breach clause. It is further expressly understood and agreed that in case the option is not exercised by the Contractor or the Assignee fails to enter into the Second Contract with the Owner or if the Owner in its judgment does not find acceptance of the proposed Assignee as its Contractor, than the Contractor shall be obliged to enter into and execute both the Contracts with the Owner and both Contracts shall contain the aforesaid crossfall breach clause. In case of two Contracts entered into as above or where the Owner hands over his equipment to the Contractor for executing the Contract, then the Contractor shall, at the time of taking delivery of the equipment through Bill of Lading or other despatch documents, furnish trust Receipt for Plant,

22.3

22.4

22.5

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BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

Equipment and Materials and also execute an Indemnity Bond in favour of the Owner in the form acceptable to the Owner for keeping the equipment in safe custody and to utilize the same exclusively for the purpose of the said Contract. 22.6 22.7 The Contract will be signed in three originals and the Contractor shall be provided with one signed original and the rest will be retained by the Owner. The Contractor shall provide free of cost to the Owner all the engineering data, drawing and descriptive materials submitted with the bid, in at least six (6) copies to form a part of the Contract immediately after Notification of Award. Subsequent to signing of the Contract, the Contractor at his own cost shall provide the Owner with at least twenty (20) true copies of Contract Agreement within thirty (30) days after signing of the Contract. Spares (New Clause) The Contractor agrees that the spare parts recommended by him for 5 (five) years operation and quoted in Schedule No.6 shall be supplied by him at the same terms and conditions as are otherwise applicable to this Contract. Further, the Contractor also agrees to supply spare parts required for the operation and maintenance of the Facilities as per provision of subsequent paragraphs of this Clause. All the spares for the equipment under the Contract will strictly conform to the Specification and other relevant documents and will be identical to the corresponding main equipment/components supplied under the Contract and shall be fully interchangeable. All the mandatory spares covered under the Contract shall be produced along with the main equipment as a continuous operation and the delivery of the spares will be effected along with the main equipment in a phased manner and the delivery should be completed by the respective dates for the various categories of equipment as per the agreed network. In case of recommended spares the above will be applicable provided the order for the recommended spares have been placed with the Contractor prior to commencement of manufacture of the main equipment. The quality plan and the inspection requirement finalized for the main equipment will also be applicable to the corresponding spares. The Contractor shall provide the Owner with the manufacturing drawings, catalogues, assembly drawings and any other document required by the Owner so as to enable the Owner to identify the recommended spares. Such details will be furnished to the Owner as soon as they are prepared but in any case not later than six months prior to the commencement of manufacture of the corresponding main equipment. The Contractor will provide the Owner with all the addresses and particulars of his sub-suppliers while placing the order on vendors for items/components/equipments covered under the Contract and will further ensure with his vendors that the Owner, if so desires, will have the right to place order for spares directly on them on mutually agreed terms based on offers of such vendors. Defect Liability for Spares The Contractor shall warrant that all spares supplied will be new and in accordance with the Contract Documents and will be free from defects in design, material and workmanship and shall further guarantee as under: 23.7.1 For 5 (five) years operational spares (both mandatory and recommended):

22.8

23. 23.1

23.2

23.3

23.4 23.5

23.6

23.7

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BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

(a) For any item of spares ordered or to be ordered by the Owner for 5 (five) years operational requirement of the plant which are manufactured as a continuous operation together with the corresponding main equipment/component, the defects liability period will be 12 months from the scheduled date of commercial operation of main equipment/plant under the Contract. Commercial Operation shall mean the conditions of operation in which the complete equipment covered under the Contract is officially declared by the Owner to be available for continuous operation at different loads upto and including rated capacity. Such declaration by the Owner, however, shall not relieve or prejudice the Contractor any of his obligations under the Contract. In case of any failure in the original component/equipments due to faulty designs, materials and workmanship, the corresponding spare parts, if any, supplied will be replaced without any extra cost to the Owner unless a joint examination and analysis by the Owner and the Contractor of such spare parts prove that the defect found in the original part that failed, can safely be assumed not to be present in spare parts. Such replaced spare parts will have the same defect liability as applicable to the replacement made for the defective original part/component provided that such replacement for the original equipment and the spare replaced are again manufactured together. The discarded spare parts will become the property of the Contractor as soon as they have been replaced by the Contractor. (b) For the item of spares ordered or to be ordered by the Owner for 5 (five) years operational requirement of the plant, which with the written approval of the Owner, are not manufactured as a continuous operation together with the manufacture of the corresponding main equipment/component, will be warranted for 6000 hrs of trouble free operation if used within a period of 18 months (reckoned from the date of delivery at Site). However, if such spare parts are put to use after 18 months of the delivery at Site then the guarantee of such spares will stand valid till the expiry of 36 months from the scheduled date of the completion of Commissioning of equipment/plant or 6000 hrs of trouble free operation after such spares are put in service, whichever is earlier. (c) For long term requirement For item of spares that may be ordered by the Owner to cover requirements beyond 5 (five) years of initial operation of the plant, the warranty will be till the expiry of 6000 hrs of trouble free operation if used within a period of 18 months from the date of delivery at Site. For item of spares that may be used after 18 months from the date of delivery at Site, the warranty period will be 12 months from the date they are put to use or 6000 hrs of trouble free operation, whichever is earlier. 23.7.2 The defect liability of spares that are not used within 18 months from the respective dates of the delivery at Site covered in para (b) and (c) above will, however, be subject to condition that all such spares being stored/maintained/preserved in accordance with Contractors standard recommended practice, if any, and the same has been furnished to the Owner. 23.8 To enable the Owner to finalize the requirement of recommended spares which are ordered subsequent to placement of order for main equipment/plant, in addition to necessary technical details, catalogue and such other information brought-out hereinabove, the Contractor will also provide a justification in support of reasonableness of the quoted prices of spares which will, inter-alia, include documentary evidence that the prices quoted by the Contractor to the Owner are not higher than those charged by him from other customers in the same period. In addition to the spares recommended by the Contractor, if the Owner further identifies certain particular items of spares, the Contractor will submit the prices and delivery quotation for such spares within 30 days of receipt of such request with a validity period of 6 months for consideration by the Owner and placement of order for additional spares if the Owner so desires.

23.9

23.10 The Contractor shall guarantee the long-term availability of spares to the Owner for the full life of the equipment covered under the Contract. The Contractor shall guarantee that before going out of production of spare parts of the equipment covered under the Contract, he shall give the Owner at least 2 years advance notice so that the latter may order his bulk requirement of spares, if he so desires. The same provision will also be applicable to Sub-contractors. Further, in case of

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BANER SANGAM ( 5 MW ) DEVELOPER : M/S YOGINDERA POWERS LIMITED

SPECIAL CONDITIONS OF CONTRACT BID REFERENCE : BSHPPL-2010 / EPC-E&M / 001

discontinuance of manufacture of any spares by the Contractor and/or his Sub-contractors, the Contractor will provide the Owner, two years in advance, with full manufacturing drawings, material specifications and technical information including information on alternative equivalent makes required by the Owner for the purpose of manufacture/procurement of such items. 23.11 The prices of all future requirements of item of spares beyond 5 (five) years operational requirement will be derived from the corresponding ex-works price at which the order for such spares have been placed by Owner as a part of mandatory spares or recommended spares. Ex-works order price of future spares shall be computed in accordance with the price adjustment provisions covered under the main Contract excepting that the base indices will be counted from the scheduled date of successful completion of Commissioning of the last equipment under the main Contract and there will be no ceiling on the amount of variation in the prices. The above option for procuring future recommended spares by the Owner shall remain valid for the period of 5 (five) years from the date of successful completion of Commissioning of the equipment. 23.12 The Contractor will indicate in advance the delivery period of the items of spares, which the Owner may procure in accordance with above Sub-Clause. In case of emergency requirements of spares, the Contractor would make every effort to expedite the manufacture and delivery of such spares on the basis of mutually agreed time schedule. 23.13 In case the Contractor fails to supply the mandatory, recommended or long term spares in the terms stipulated above, the Owner shall be entitled to purchase the same from the alternate sources at the risk and the cost of the Contractor and recover from the Contractor, the excess amount paid by the Owner over the rates worked on the above basis. In the event of such risk purchase by the Owner, the purchases will be as per the Works and Procurement Policy of the Owner prevalent at the time of such purchases and the Owner at his option may include a representative from the Contractor in finalizing the purchases. 23.14 It is expressly understood that the final settlement between the parties in terms of relevant clauses of the Contract Documents shall not relieve the Contractor of any of his obligations under the provision of long term availability of spares and such provisions shall continue to be enforced till the expiry of 5 (five) years period reckoned from the scheduled date of completion of Commissioning of the plant and equipment unless otherwise discharged expressly in writing by the Owner. Further, the provisions pertaining to long term availability of spares shall be extended beyond 5 (five) years applicability period mentioned hereinabove if so desired by the Owner and at the mutually acceptable escalation formula.

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