ADVANCE PAYMENT BANK GUARANTEE

To,
M/s. Oberoi Constructions Limited
Commerz, 3rd Floor,
International Business Park,
Oberoi Garden City, Off W.E. Highway,
Goregaon (East), Mumbai - 400 063

Dear Sir,

Guarantee No.: _________________________

Amount of Guarantee: Rs. 4,00,00,000/-
Guarantee from: ________________________
Last Date for lodgment of claim: ___________

This Deed of Guarantee is made on ________, 2016 Union Bank of India, a body incorporated
/constituted under banking Acquisition & Transfer of Undertaking Act 1970 and having its
central office at 239, Vidhan Bhavan Marg, Central Office, Nariman Point, Mumbai -– 400
021 and one of its branches at Zaveri Bazar Branch, Venkatesh Bhavan, 1st Floor, Mirza
Street, Mumbai - 400 003 (hereafter called as the “Bank” which expression shall, unless
repugnant to context or contrary to the meaning thereof, include its successors and assigns)
and has been issued in favour of M/s. Oberoi Constructions Limited, having its registered
office at Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off W.E.
Highway, Goregaon (East), Mumbai - 400 063 (hereinafter called as the “Employer” )which
expression shall, unless repugnant to the context or contrary to the meaning thereof, include
its successors ).

WHEREAS the “Employer” has entered into a Works Contract/LOI No. OCL-EG-CIL-001 Dated
14th November 2016 (hereinafter called “Contract”) with M/s. Capacit'e Infraprojects
Limitedtd, having its Rregistered Ooffice at “602-604, Shrikant Chambers, Phase I, 6th Th Formatted: Superscript
Floor, Adjacent to R.K Studio, Sion- Trombay Road, Chembur, Mumbai -– 400 071
(hereinafter called as the “Contractor”) which expression shall, unless repugnant to the
context or contrary to the meaning thereof, include its successors) for executing execution by
the Contractor of the Contract at for Enigma Project at C.T.S. No. 475, 475/1, to 11, Village
Mulund and C.T.S. No. 546, 546/1 to 2, Village Nahur, LBS Marg, Mulund (West), Mumbai -
400 080.

AND WHEREAS, in accordance with the terms of the Contract, the Employer had agreed to
pay a sum of Rs. 4,00,00,000/- (Rupees Four Crore Only) to the Contractor as an Mobilization
advance, against a Bank Guarantee, being ___% of the contract value of Rs. ______________
(Rupees ____________________only).

In consideration of the foregoing and at the request of the Contractor, the Bank hereby
guarantee as a direct responsibility to pay to the Employer any amount upto a total sum of
Rs. 4,00,00,000/- (Rupees Four Crore Only) immediately on demand by Employer and
without demur, and without recourse to the Contractor, in the event of any breach or non-
observance of any of the terms and conditions of the Contract or otherwise by the Contractor,
and the demand by the Employer on the Bank shall by itself be sufficient for invocation and
claim under this guarantee.
1. Now therefore these witness that Bank do hereby unconditionally and irrevocably
undertake to pay to the Employer under this Advance Bank Guarantee any amount upto
an aggregate value of Rs. 4,00,00,000/- (Rupees Four Crore Only) on demand being made
by the Employer for non-performance by the Contractor of the said Contract, or all or any
of the terms thereof and/ or against any loss or damage caused to or suffered by the
Employer by reason of any breach of the said Contract conditions, stipulations or
undertakings or any one of them contained in the said Contract and for the payment of
any money, or monies payable by the Contractor to the Employer under the terms and
conditions of the said Contract (the decision regarding the performance breach, loss,
damage, or payment due being in the sole discretion of the Employer). We further
undertake to pay the aforesaid amount in a lumpsum or such part thereof as may be
determined and demanded by the Employer from time to time, without any delay, demur
or protest and without seeking any confirmation / concurrence from the Contractor and
irrespective of the fact whether the Contractor admits or denies or confirms such claim or
questions its correctness in any court of Law, Tribunal or Arbitration proceedings before
any judicial Authority. Claims and / or demand made and specified by the Employer from
time to time on the Bank and the decision of the Employer as to whether the terms and
conditions of the said Contract or of this Guarantee have been observed or not shall be
final and binding on the Bank.
1.2. This Bank Guarantee comes into force from the date of issuance thereof and shall be
valid till ________________ and shall not be revoked during its currency period without
the previous consent of the Employer in writing.
2.3. Claims and / or demand made and specified by the Employer from time to time on the
Bank and the decision of the Employer as to whether the terms and conditions of the
Contract or of this Guarantee have been observed or not shall be final and binding on the
Bank.
3.4. Any change in the constitution of the Bank or of the Contractor shall not affect this
guarantee or discharge the Bank from its liabilities and responsibilities hereunder.
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Commented [RI1]: Looks like mostly repetition from above
para.
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Commented [AW2]: EPC to confirm on the BG expiry date.
4.5. Employer granting time or any other indulgence(s) and / or any amendments or
modifications in the Contract with the Contractor and / or any neglect or forbearance in
enforcing payment of any moneys shall not affect this Guarantee or discharge the Bank
from its liabilities and responsibilities hereunder. .Claim to notice of any such events is
hereby specifically waived by the Bank. Further, we shall not be released from our liablity
under this guarantee by any such matter or thing whatsoever which under the law relating
to sureties, would but for this provision, have effect of so relieving us. In order to give full
effect to the Guarantee herein contained the Employer shall be entitled to act as if the
Bank is the principal debtors to the Employer in respect of the Employer’s claims against Commented [RI3]: How will Contractor bank accept to be
principal debtor to employer under this guarantee. Bank may
the Contractor hereby guaranteed by us. not agree to this clause because primafacie there is no
relationship between contractors bank and Employer.
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5. Should it be necessary to extend the Guarantee beyond the date of expiry of this Bank Formatted: Highlight
Guarantee on account of extension of time being granted by the Employer to the
Contractor for the due fulfillment of the obligations under the Contract, the Bank
undertakes to extend the period of this Guarantee (at the cost of the Contractor) until
such time as may be reasonably required, upon receiving written instructions from the
Contractor, on or before the expiry of the Guarantee. If for any reasons the extension is Formatted: Font: +Body (Calibri), 12 pt
not granted after receiving written request from the Contractor, the amount covered
under this guarantee shall forthwith become payable to the Employer, notwithstanding
that the said Contract is continuing and / or whether the Contractor has terminated the Commented [RI4]: If for any unforeseen reason contract is
terminated, contractor/his bank may not agree to keep this
said Contract or not, and / or preferred any claim against the Contractor. clause open.
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6. The Bank further agrees that the Employer shall be the sole judge whether the Contractor
has committed any breach or breaches of any of the terms and conditions of the Contract
and the extent of loss, damages or costs, charges and expenses suffered or incurred or
would be suffered or incurred by the Employer on account thereof. Formatted
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7. The guarantee herein contained shall not be determined or affected by (i) the Owner Formatted: Font: +Body (Calibri), 12 pt, Highlight

giving up any securities from the Contractor or any other person, firm or employer on its
behalf, or (ii) the liquidation or winding up or insolvency of or change in the constitution
or change of management control of the Contractor or the Bank, but shall in all respect
and all purposes be binding up operative until all payments of all monies due or that
hereinafter become due to the Employer in respect of any liability or obligation of the
Contractor, under the said Contract are fully made.
6.
7.8. The Bank also agrees that this Bank Guarantee shall be governed and construed in
accordance with Indian Laws and subject to the exclusive jurisdiction of Courts at Mumbai.
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Commented [RI5]: This looks like a new clause and is not
there in the ABG agreed in the contract. Is it because the
contractor plans for an IPO and this may result in change in
management control? Is that what we are covering up for in
this new clause?
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8.9. The Employer undertakes to return the Original Bank Guarantee to the Bank on expiry
of the Guarantee and / or on payment of guaranteed amount.
9.10. The bank hereby declares that it has power to issue this guarantee under the Bank
and undersigned has full power to do so on its behalf.

“Notwithstanding anything contained herein;

1. Our liability under this Bank Guarantee shall not exceed Rs. 4,00,00,000/- (Rupees Four
Crore Only)
2. This Bank Guarantee shall be valid upto ________________; subject to the extension
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Commented [RI6]: Please note that CIL is planning to seek
2nd tranche of Mob Adv. Of Rs.5 Cr by giving a BG for Rs.4 Cr.
Reason is because we have until now recovered Rs.1 Cr from
the 1st tranche of Rs.10Cr advance.

clause mentioned in clause 5 above and Trust this is ok?

2. Formatted: Highlight
3. We are liable to pay the guaranteed amount or any part thereof under this Bank Formatted: Numbered + Level: 1 + Numbering Style: 1, 2,
Guarantee only and only if you serve us a written claim or demand on or before 3, … + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab
after: 0.25" + Indent at: 0.25"
________________, or such extended period as per clause 5 above, as the case may be.

Signed, sealed and Delivered by the within named.

Executed by the Bank this ____________ day of ______________2017.