Document/ Original Clause Proposed Amendments Remarks by …nialjewar.com/pdfupload/Replytoqueries_DCA_25Sep.pdf · ATM Agreement is already approved by respective counter-parties

Document/Clause Reference

Original Clause Proposed Amendments Remarks by Bidders Response

General Data required We request the Authority to provide us the following documents: (a) In-principle Approval from GoI for

establishment of Jewar Airport (b) GoUP approval for implementation of the

Project vide Government Resolution No. 2533 dated 12th December, 2018

(c) Applicable Permits for implementation of the Project

(d) Environmental Clearance from MoEF (e) Forest Clearance – Stage 1 and 2 (f) Clearance from Archaeology Department (g) Consent for Establishment (h) Land acquisition, R&R and PAP details,

Government Resolutions pertaining to the same

(i) CAD/ DWG formats of the maps 1A, 1B and 2 in the Schedule A – (Annex – I).

(j) Various studies done such as topographical, geotechnical, meteorological, compliance, surface access and road traffic studies

Bidders are advised to refer to Authority’s website

3.1.1 Term of the Concession Initial period of term of Concession should be increased from 40 years to 60 years, in view of the long gestation period due to large capital investment and green field nature of the airport. Concessionaire would not be able to recover the expenditure done in Phase 2 onwards due to lower term of the Concession

No change.

4.1.2 Conditions Precedent (CP) – Authority’s

(a) Authority should provide 100% of Site as part of CP and not 90% as the same is pre-requisite from lenders before any disbursement.

(b) Authority should provide Applicable Permits relating to environment protection and conservation and forest clearance for 100% of the Site. Further, there is no clause in the concession agreement which provides for balance 10% of the Site.

No change.

4.1.3 Conditions Precedent (CP) –Concessionaire

(a) Authority should either provide the draft of agreement to be executed between IMD and BCAS, else remove it from CP. Further, draft of agreement provided should be approved from the respective counter parties.

(b) Authority should confirm that the draft attached for the MoU with GoI, State Government Support Agreement, CNS-ATM Agreement is already approved by respective counter-parties.

(c) Letter of Agreement to be worked out and signed between Concessionaire and IAF (AF Stn Hindan) should be removed from Concessionaire’s CP and included in Authority’s CP. Further, copy of any agreement already reached with Defence should be provided.

(d) Authority is further requested to increase the number of days to achieve CP to 210 days form 180 days.

(a) and (b) Please refer to the response provided by relevant Government Instrumentalities.

(c) Please refer to the clarification provided by Airports Authority of India in its letter no. AAI/ATM/OPS/04-164/2017 dated 4th September 2019.

(d) No change

5.1.7 Obligations of the Concessionaire

Authority is requested to modify the clause as under: “Save and except as expressly provided in this Agreement, the Concessionaire shall, at all times during the subsistence of this Agreement, pay all taxes, levies, duties, cesses and all other statutory charges, dues, assessments or outgoings payable in respect of the Airport, any Aeronautical Services, Non-Aeronautical Services and other services, or in respect of the materials stored therein, which may be levied by any Government Instrumentality”

No change.

5.1.8(l) Obligations of the Concessionaire

Authority is requested to modify the clause as under: “procure the supply of electricity (other than if a captive plant or solar power plant being set up by the Concessionaire) to the Airport from the grid, including procuring standby arrangements for supply of electricity necessary for maintenance of Aeronautical Services and Non-Aeronautical Services in the event of outages or failure of electricity supply from the grid;”

No change

5.2.4 Obligations relating to the Project Agreements

Authority is requested to modify the clause as under: “The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (“Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality. The Concessionaire expressly agrees to include the Covenant in all its Project Agreements and undertakes that it shall, in respect of each of the Project Agreements, procure and deliver to the Authority an acknowledgment and undertaking, in a form acceptable to the Authority, from the counter party(s) of each of the Project Agreements, where under such counter party(s) shall acknowledge and accept the Covenant and undertake to be bound by the same and not to seek any relief or remedy whatsoever from the Authority in the event of Termination or Suspension.“

No change

5.2.5 Obligations relating to the Project Agreements

Authority is requested to provide the provision in the clause that if approval is not provided by the Authority within the period of 15 (fifteen) days, then the EPC Contractors or O&M Contractors appointed by the Concessionaire shall be deemed to be accepted by Authority. This is necessary for smooth execution of the airport construction and for the concessionaire to fulfil its obligations.

No change

5.3.2 (a) Obligations relating to the Change in Ownership

Authority is requested to modify the clause as under: “all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of 51 25% (fifty one twenty five per cent) or more of the total Equity of the Concessionaire; or”

No change

5.3.2 Obligations relating to the Change in Ownership

Authority is requested to include the following provision in sub-paragraph of Clause 5.3.2 to give effect to a company that may be listed: “Provided that nothing in this Clause 5.3.2 shall apply in respect of any transfer of shares of a listed entity.”

No change

5.3.2 Obligations relating to the Change in Ownership

Authority is requested to modify the sub-clause (c) of last explanation to Clause 5.3.2 as under as threshold should be in line with the control change: “power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situate in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of 49 25% (forty nine twenty five per cent) or more of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.”

No change

5.4.1 Obligations relating to Golden Share

Authority is requested to reduce the number of nominees of the Authority in Board of Directors to 1 (one). Requirement of affirmative vote of the Authority for matters listed in Clause 5.4.2 can also be undertaken by a single nominee and hence requirement of 2 nominees is not required.

No change

5.6.2 Obligations relating to procurement of goods and services

Authority is requested to increase the e-tender threshold to Rs. 100 Cr otherwise it would lead to delay in execution of the project. Further, threshold should increase every year with inflation.

No change

5.8 Obligations relating to employment of trained personnel

Authority is requested to modify the clause as under to provide flexibility for personnel with adequate quality and qualifications: “The Concessionaire shall ensure that the personnel engaged by it in the performance of its obligations under this Agreement are at all times properly trained for their respective functions. The Concessionaire shall comply with the Applicable Laws and the Applicable Permits in relation to the hiring of local personnel, subject to requisite qualifications and the Concessionaire’s employment policy, and shall endeavor to employ as many local personnel preferably members of Project Affected Families during the implementation, development and operations of the Project, if such persons are found suitable to fulfill the job requirements.

No change.

5.15 Subsidiaries Authority is requested to clarify that the setting up of subsidiaries and JV’s are allowed.

The Concessionaire is not allowed to form or incorporate any Subsidiary or/and JV.

9.1 Performance Security Obligation to provide Performance Security should start from signing of Concession Agreement and not from award of LOA. Lenders will not be issuing the Performance Security unless the Concession Agreement is signed. Concessionaire should be allowed to provide Performance Security within 180 days of signing of the Concession Agreement instead of 180 days from LOA.

No change

9.1 & 36.1.1

Performance Security and Escrow Account Definition of “Bank”

As per Clause 9.1.1 and Clause 36.1.1, Performance Security has to be provided and Escrow Account has to be opened by a ‘Bank’. “9.1.1 The Concessionaire shall, for the performance of its obligations hereunder, provide to the Authority no later than 180 (one hundred and eighty days) from the date of issue of the LOA, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. 100 crore (one-hundred crore)3 in the form set forth in Schedule-F (the “Performance Security”).” “36.1.1. The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement.” Bank is defined to exclude Senior Lenders. Under the current circumstances in the banking industry, none of the Senior Lender would be ready for a situation wherein they do not have control over the Escrow Account. Further, Performance Security is also needed to be provided by the Senior Lenders as they would not share the security with a bank outside the consortium. Hence, the definition of Bank is needed to be modified as under: “Bank means a bank incorporated in India and having a minimum net worth of Rs. 1,000 crore (Rupees one thousand crore) or any other bank acceptable to Senior Lenders, but does not include a bank in which any senior lender has an interest.

No change

9.2 Appropriation of Performance Security

Authority is requested to modify the clause as under: “Upon occurrence of a Concessionaire Default or failure to meet any Condition Precedent which is attributable to the Concessionaire, the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate from the Performance Security the amounts due to it for and in respect of such Concessionaire Default or for failure to meet any Condition Precedent. Upon such encashment and appropriation from the Performance Security, the Concessionaire shall, within 30 (thirty)15 (fifteen) days thereof, replenish, in case of partial appropriation, to the original level of the Performance Security, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, failing which the Authority shall be entitled to terminate this Agreement in accordance with Article 42. Upon such replenishment or furnishing of a fresh Performance Security, as the case may be, the Concessionaire shall be entitled to an additional Cure Period of 120 (one hundred and twenty) days for remedying the Concessionaire Default or for satisfying any Condition Precedent, and in the event of the Concessionaire not curing its default or meeting such Condition Precedent within such Cure Period, the Authority shall be entitled to encash and appropriate such Performance Security as Damages, and to terminate this Agreement in accordance with Article 42.”

No change.

9.3 Release of Performance Security

Clause 8 of Schedule F of the Concession Agreement states that Performance Security shall cease to be in force when Concessionaire shall have expended on Project construction an aggregate sum not less than 20% of the Total Project Cost. However, it also states that Authority shall release Performance Security two years after the completion of Phase I which is a contradiction. Hence, Authority is requested to modify the clause as under: “The Performance Security shall cease to be in force and effect when the Concessionaire shall have expended on Project construction an aggregate sum not less than 20% (twenty per cent) of the Total Project Cost which is deemed to be Rs cr (Rupees crore) for the purposes of this Guarantee, and provided the Concessionaire is not in breach of this Agreement. Upon request made by the Concessionaire for release of the Performance Security along with the particulars required hereunder, duly certified by a statutory auditor of the Concessionaire, the Authority shall release the Performance Security. forthwith two years after the completion of Phase I” Similar provision should be incorporated in Clause 9.3 of DCA.

Please refer to revised Schedule

10.2.5 Licence, Access and Right of Way

Authority is requested to modify the clause as under: “The Concessionaire hereby irrevocably appoints the Authority (acting directly or through a nominee) to be its true and lawful attorney, to execute and sign in the name of the Concessionaire a transfer or surrender of the licence granted hereunder at any time after the Concession Period has expired or has been terminated earlier in terms hereof, a sufficient proof of which will be the declaration of any duly authorised officer of the Authority, and the Concessionaire consents to it being registered for this purpose”

No change.

10.3.4 Right of Way Authority will be granting extension in Concession Period in case there is any delay in handling over of 100% of the Site. Authority is requested to grant the similar extension in the Construction Period of Phase 1.

No change .

10.4 Site to be free from Encumbrances

Authority is requested to provide a list of existing rights of way, easements, privileges, liberties and appurtenances to the Site. Further, existing rights of way, easements, privileges, liberties and appurtenances to the Site should be considered as Encumbrances and Authority should be liable for all risks arising out of the same.

No change

11.3 New utilities and transport systems

(a) Authority is requested to provide more information on how site will be connected to the key utilities including Planned east west expressway, light & heavy rail links (b) Have any primary and secondary sources for supply of bulk utilities like water and electricity been identified? If yes, please share the sources of supply (c) Please indicate the locations of land fill sites identified, if any

(a) The Authority/Government of UP has undertaken various feasibility studies for better connectivity of the proposed Airport and has already appointed different Consultants in this respect. (b) & (c) Bidders are encouraged to review Authority’s website for information.

11.3.1 Cost of Metro stations Authority is requested to confirm that the cost of construction of Metro stations including at the Site and its electro-mechanical works would not be borne by Concessionaire and would be provided by the Authority.

No change. Clause is self-explanatory

12.1.1(a) Obligations prior to commencement of construction

Clause needs to be linked to all Phases of the Project, however it is linked to Project Completion Schedule which is for Phase 1 of the Project. Hence, Authority is requested to modify the clause as under “(a) submit to the Authority and the Independent Engineer its detailed design, construction methodology, quality assurance procedures, and the procurement, engineering and construction time schedule for completion of the Project in accordance with the Project Completion Schedule as set forth in Schedule-G”

Please refer to revised DCA

12.4.1 Construction of the Airport

Due to large number of activities to be undertaken in Phase 1 and complexities of the site, time period of construction of Phase 1 of the airport should be increased from 1095 days to 1460 days from Appointed Date.

No change

12.4.2 Delay in achievement of Project Milestone

Authority should allow 120 days to the Concessionaire before any Damages are payable by it as requirement of 90 days is very stringent.

No change

12.4.3 Construction of the Airport

Termination of Agreement if COD does not happen within 270 days from Scheduled Completion Date is very stringent owning to the fact that it is a large project. Authority is requested to increase the number of days from 270 days to 365 days from Scheduled Completion Date.

No change

12.6 Development of Car Park There are no specifications pertaining to Car Park in Schedule B. It may refer to Article 20.

Please refer revised DCA

13.1, 13.4 Monitoring of Construction

Authority is requested to clarify that whether clause is applicable only for Phase 1 and for all phases.

Please refer to revised clause

14.1.1 Tests Authority is requested to clarify the meaning of completion of airport in context of different phases of construction at the airport. Authority is requested to modify the clause as under to include all phases of the airport: “14.1.1 No later than 90 (ninety) days prior to the likely completion of the relevant Phase of the Airport,”


15.1.2 15.2

COD Damages for delay

Authority is requested that Concessionaire should be able to declare COD even in case there is delay by Designated GOI Agency. Authority is requested to modify the clause as under: “15.1.2 In the event that the Authority or Designated GOI Agency prevents, or causes to be prevented, or in any manner delays the entry of the Airport into commercial service after issuance of Completion Certificate or the Provisional Certificate, as the case may be, or where such delay occurs in the issuance of such certificate by the Independent Engineer for any reason attributable to the Independent Engineer or the Authority, as the case may be, the Concessionaire may declare COD and notify the Authority forthwith. In the event of any Dispute relating to the declaration of COD hereunder, the Dispute Resolution Procedure shall apply.” Authority is requested to modify the clause 15.2 as under: “Subject to the provisions of Clause 12.4, if COD does not occur prior to the 180 91st (ninety first one hundred eighty) day after the Scheduled Completion Date, unless the delay is on account of reasons attributable to the Authority or Designated GOI Agency or due to Force Majeure, the Concessionaire shall pay Damages to the Authority in a sum calculated at the rate of 0.1% (zero point one per cent) of the amount of Performance Security for delay of each day until COD is achieved”

No change

16.2.2(a) Procedure for Change of Scope

Currently the clause is linked to Project Completion Schedule which is only for Phase 1. Authority should suitably modify the clause to include all phases of the Airport.


16.4.1 Restrictions on certain works

Clause gives relaxation to the Concessionaire for such works which affects only Phase 1 as it is linked to Scheduled Completion Date. Clause should be modified to include all phases of the airport.


16.5.1 Power of Authority to undertake works

Authority is requested to remove the condition of conditional RoFR of 10%. Being the Concessionaire of the airport, it should have right to match the bid without any limit so that there would be minimum disruption in operations of the airport.

No change.

16.5.3 (New Clause)

Power of Authority to undertake works

Authority is requested to add a new clause as under. “Notwithstanding anything contained in this Agreement, in the event the Authority awards any part of the works to any third party other than the Concessionaire, the Concessionaire shall not be in any way responsible or liable for such works. The Authority further agrees that in the event of any delays in the works to be undertaken by the Concessionaire due to any conduct or omission of such third parties, the milestones available to the Concessionaire shall stand extended for such period of delay. The Authority further agrees and undertakes that it shall procure that it shall indemnify the Concessionaire for any losses suffered by the Concessionaire due to such works being undertaken by a third party.”

No change

16.6 Reduction in Scope of the Project

This clause needs to be deleted. Any reduction in scope of work would lead to reduction in project cost and in turn return on RAB from AERA. Hence, there would not be any savings to Concessionaire on reduction in Scope of the Project.


17.7.1 Section closure This clause refers to maintenance to be undertaken not forming part of Maintenance Programme. However, Independent Engineer would give the permission in conformity with Maintenance Programme. This contradiction needs to be rectified.

No change

17.15.3(c) Defence Operations Authority is requested to delete the clause as Concessionaire cannot be expected to fulfill infrastructure and equipment requirement of defence operations.

No change

17.5.3 (e) Defence Operations Authority is requested to delete this clause or Authority should provide a study showing that there will be no air space conflict with IAF Hindan and Agra.


17.15.3 (i) MoU with Defence Authority is requested to provide the draft of MoU approved by IAF ATS unit for usage of airspace.


17.15.3 (m) Defence Operations This clause should be deleted, as AAI is responsible for maintaining communications between different ATCs.


17.8.1 Damages for breach of maintenance obligation

Authority is requested to modify the clause as under: “In the event that the Concessionaire fails to repair or rectify any defect or deficiency set forth in the Maintenance Requirements which results into stoppage of operations of the Airport within the period specified therein or any other period as mutually extended by the Parties, for reasons solely attributable to the Concessionaire, it shall be deemed to be in breach of this Agreement and the Authority shall be entitled to recover Damages, to be calculated and paid for each day of delay until the breach is cured, at the higher of (a) 0.5% (zero point five per cent) of Average Daily Revenue, and (b) 0.1% (zero point one per cent) of the cost of such repair or rectification as estimated by the Independent Engineer, subject to a maximum amount of 10% (ten percent) of the Performance Security. Recovery of such Damages shall be without prejudice to the rights of the Authority under this Agreement, including the right of Termination thereof.”

No change.

17.9.1 Authority’s right to take remedial measures

Authority is requested to modify the clause as under: “In the event the Concessionaire does not maintain and/or repair the Airport or any part thereof in conformity with the Maintenance Requirements, the Maintenance Manual or the Maintenance Programme, as the case may be, and fails to commence remedial works within 15 (fifteen) 30 (thirty) days of receipt of the O&M Inspection Report or a notice in this behalf from the Authority or the Independent Engineer, as the case may be, the Authority shall, without prejudice to its rights under this Agreement including Termination thereof, be entitled to undertake such remedial measures at the risk and cost of the Concessionaire, and to recover its cost from the Concessionaire. In addition to recovery of the aforesaid cost, a sum equal to 20% (twenty per cent) 5% (five per cent) of such cost shall be paid by the Concessionaire to the Authority as Damages. For the avoidance of doubt, the right of the Authority under this Clause 17.9.1 shall be without prejudice to its rights and remedies provided under Clause 17.8.”

No change.

17.9.3 (New clause)

Authority’s right to take remedial measures

Authority is requested to insert a new clause as under: “It is clarified that nothing in this Clause 17.9 shall apply to any works in relation to the City Side Development.”

No change.

17.10.1 Overriding powers of the Authority

Authority is requested to modify the clause as under: “If in the reasonable opinion of the Authority, the If the Concessionaire is in material breach of its obligations under this Agreement and, in particular, the Maintenance Requirements, and such breach is causing or likely to cause material hardship or danger to the Users, the Authority may, without prejudice to any of its rights under this Agreement including Termination thereof, by notice require the Concessionaire to take reasonable measures immediately for rectifying or removing such hardship or danger, as the case may be.”

No change.

17.10.2 Overriding powers of the Authority

Authority is requested to modify the clause as under: “In the event that the Concessionaire, upon notice under Clause 17.10.1, fails to rectify or remove any hardship or danger within a take such reasonable measures within a period notified by the Authority, the Authority may exercise overriding powers under this Clause 17.10.2 and take over the performance of any or all the obligations of the Concessionaire to the extent deemed necessary by it for rectifying or removing such hardship or danger; provided that the exercise of such overriding powers by the Authority shall be of no greater scope and of no longer duration than is reasonably required hereunder; provided further that any costs and expenses incurred by the Authority in discharge of its obligations hereunder shall be deemed to be O&M Expenses, and the Authority shall be entitled to recover them from the Concessionaire in accordance with the provisions of Clause 17.9 along with the Damages specified therein. The amount so recovered as damages in accordance with provision of the Clause 17.9 shall not be considered for pass through in the determination of the Aeronautical Charges”

No change

18.2.1 Ground Handling Services

Authority is requested to modify the clause as under: “The Concessionaire shall provide or cause to be provided at its own cost and expense, the infrastructure required for operation of the ground handling services required at the Airport for and in respect of aircrafts, passengers and cargo, which shall include ramp handling, traffic handling, aircraft handling, aircraft cleaning, loading and unloading (the (“Ground Handling Services”). Such infrastructure shall include luggage conveyorbelts, computer terminals, IT backbone and all other associated facilities in accordance with the provisions of this Agreement, Applicable Laws and Good Industry Practice.”


19.4.1 Reserved Area Flexibility should be allowed to the Concessionaire to provide the space to the Authority, DGCA and Government of UP, Government of India and other designated agencies outside the terminal but within the Airport. Further, area would be provided only for operational usage pertaining to the airport to above parties.

Concessionaire to allocate area for reserved services in the master plan and take approval from relevant government agency.

19.4.6 Charges for Reserved Area

Authority is requested to clarify on the reasonable area which may be required as Reserved Area to remove any ambiguity.


19.6.1 Check-in Services Authority is requested to modify the clause as under: “The Concessionaire shall provide or cause to be provided, at its own cost and expense the infrastructure required for operation of check-in services at the Airport for and in respect of departing passengers (the “Check-in Services”).”


20.5.2 Unauthorised Parking Concessionaire should be allowed to charge commercial vehicle including App based and Radio taxis at Arrivals as in case of other airports in India including operated by AAI.

No change

20.6 Expansion of Car Park Please clarify discrepancy between wording (eighty per cent) and number percentage (90%).


21.3 Operation and maintenance of MRO Facilities

Concessionaire should be given the flexibility to develop MRO facilities and it should be developed only when it is viable for the airport to develop the same. The same can be linked to viability study. Further, Authority is requested to allow the Concessionaire to develop or caused to be developed MRO Facilities. Authority is requested to modify the clause as under: “As and when developed, or caused to be developed, the Concessionaire shall operate and maintain or cause to be operated and maintained the MRO Facilities.”

No change

22.4.6 Airport Security Clause states that in case there is increase in insurance risk premium due to change in security environment, 80% of the cost will be passed on to Users. Security cost being aeronautical, there is no rational that only 80% of increase in insurance cost is passed on to users. Hence, clause should be amended to allow 100% of increase in insurance cost due to change in security environment. The same is allowed in other airports.

No change

22.4.7 Cost of provision of security services

Cost of provision of security services should be met by PSF (Security Component). Either whole of the fees should be recoverable from Users or it should be met through PSF (Security Component). It should be cost neutral to the Concessionaire.

No change.

22.6 Meteorological services Authority is requested to provide the draft agreement to be entered into between IMD and Concessionaire.

Request bidders to review the letter issued by relevant Government Agency

22.8.2 Reserved Area Authority is requested to either delete the requirement of construction of residential accommodation or else provide exactly how many residential units and of what size are required to be constructed by the Concessionaire.

No change

24.1.2 (c) & (d)

Quarterly and Monthly status reports

Authority is requested to delete sub-clauses (c) and (d) as strategies to improve airport financial performance should not be shared outside the company. (c) key financial parameters for the quarter, as benchmarked against the quarterly budget, the reasons for shortfall, if any, and proposals to remedy the same; (d) quarterly budget for the succeeding quarter, along with strategies for improving the Airports’ financial performance.


26.4.2 Operation of Cargo Facilities

Clause mentions that time taken for processing of cargo should not be more than what is mentioned in Schedule L. However, there is no such requirement is provided in the Schedule L. Authority is requested to modify the clause accordingly.


26.5.1 ISO Certification Authority should give time of 24 months to achieve relevant ISO certifications as 12 month time is very stringent.

No change.

26.5.4 Comparison with IGI, Delhi and CSIA, Mumbai

Authority is requested to remove the requirement of comparison with services available at IGI, Delhi and CSIA, Mumbai as conditions will vary from airport to airport depending upon the volume of traffic, phase of airport, local laws and regulatory conditions. The clause provides for industry practices comparison which should suffice.

No change.

26.7.1 Target Rating and User Survey

Authority should allow the Concessionaire to achieve the Target Rating of 4.2 within a period of 5 years from COD as Airport would take some time to stabalise operations. The same is allowed in Concession Agreements of other airports.

No change

26.8 Monthly status report Submission of monthly reports will have practical challenges in relation to systems and processes. Authority is requested to change the frequency to every quarter which is in line with other airport concessions.


28.3.1 Cost, taxes and revenue Authority is requested to modify the clause as under as cost before possession should be borne by the Authority: “All costs, expenses, taxes, cess, fees and charges relating to City Side Development from the date of handing over the possession of such land, other than taxes on property, shall be borne by the Concessionaire. For avoidance of doubt, any taxes on property payable by the Authority to the extent arising out of the development undertaken by the Concessionaire, shall be paid by the Authority in accordance with Applicable Laws and reimbursed by the Concessionaire to the Authority within a period of 60(sixty) days of receiving a notice from the Authority along with necessary particulars thereof.”

No change .

28.5 Restrictions on Floor Space Index (FSI)

Authority is requested to modify the clause as under “Subject to the provisions of the Master Plan, the Floor Space Index (FSI) of City Side Development shall be the lower of 2.5 (two point five) and the limit specified by local authorities under Applicable Laws. The height of any structure to be built on City Side Development shall not exceed the limit specified by the Authority or Designated GOI Agency, as the case may be, for different zones adjoining its airports. For the avoidance of doubt, the FSI as referred to hereinabove shall be computed with reference to the total area earmarked in the Master Plan as City Side Development, but excluding the areas reserved for roads, parks and other common facilities and amenities.”

No change

28.6.4 Sub-licensing of City Side Development

Amount paid by Concessionaire to the Authority is linked to passenger and not Gross Revenues. Hence, Authority is requested to remove the requirement that any revenue received should accrue evenly during the Concession Period and cap of 12% increase per annum should be deleted.

No change

29.2.1 Termination due to failure to achieve Financial Close

Authority is requested to modify the clause as under: “Notwithstanding anything to the contrary contained in this Agreement, but subject to Clause 39.6.1, and any reasons attributable to Authority, in the event that Financial Close does not occur, for any reason whatsoever, within the period set forth in Clause 29.1.1 or the extended period provided thereunder or unless otherwise agreed between the Parties, all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and the Concession Agreement shall be deemed to have been terminated by mutual agreement of the Parties. Provided, however, that in the event the Parties have, by mutual consent, determined the Appointed Date to precede the Financial Close, the provisions of this Clause 29.2.1 shall not apply.”

No change

36 Escrow Account and Schedule T “Escrow Agreement”

Deposits as well as withdrawals from Escrow Account are linked to Senior Lenders, Financing Agreements, Debt Service which pertains only to Phase 1 of the Airport. Waterfall mechanism should be suitably amended to include remaining phases of the airport.


39.2 Non-political event Authority is requested that sub-clauses (b), (e) and (f) should be considered as Indirect Political Event.

No change

39.4(d) Political Event Authority is requested to modify sub-clause (d) as under. “(d) any failure or delay of a Contractor but only to the extent caused by another Political Event and which does not result in any offsetting compensation being payable to the Concessionaire by or on behalf of such Contractor;”

No change

39.6.1 Effect of Force Majeure Apart from extension in period to achieve Financial Close, Authority is requested to also provide the extension in period to achieve Concessionaires CP’s.

No change

39.6.2(a) Effect of Force Majeure on Concession before COD

1) Currently, clause covers extension in Construction Period of only Phase 1 (Both COD and Construction Period is defined to include Phase 1 only). There should be extension in construction period of subsequent phases also. 2) There should be corresponding increase in Concession Period also.


39.6.2(b) Effect of Force Majeure on Concession after COD

1) There should be compensation for any impact on non-aeronautical and city side revenues also. 2) There should be corresponding increase in Concession Period also.

No change

39.9.1 Termination Payment for Non-Political Event

Termination Payment for Non-Political Event is linked to 90% of Debt Due. Debt Due pertains to only Phase 1 of the airport. Termination Payment for Non-Political Event should be made for all the phases of the airport and should be linked to Additional Termination Payment. Further, Concessionaire should also be compensated for Adjusted Equity for Termination due to Non-Political Event. Further, Insurance claim admitted and paid should be reduced instead of Insurance Cover from Debt Due.

No change

39.9.2 Termination Payment for Indirect Political Event

Termination Payment does not include payment for expenditure during construction for subsequent Phases from Phase 1. The definition should be expanded for all phases. Further, Insurance claim admitted and paid should be reduced instead of Insurance Cover from Debt Due.

No change

42.1.1 Termination for Concessionaire Default

Authority is requested to provide 90 days as Cure Period as provision of 60 days is very stringent. “Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) 90 (ninety) days, the Concessionaire shall be deemed to be in default of this Agreement (the “Concessionaire’s Default”), unless the default has occurred as a result of any breach of this Agreement by the Authority or due to Force Majeure. The defaults referred to herein shall include the following:”

No change

42.1.1(d) Termination for Concessionaire Default

Authority is requested to modify sub-clause (d) as under. “(d) the Concessionaire abandons or manifests intention to abandon the construction or operation of the Airport without the prior written consent of the Authority;”

No change

42.1.1(i) Termination for Concessionaire Default

Authority is requested to modify sub-clause (i) as under. “(i) an Escrow Default has occurred which causes a Material Adverse Effect and the Concessionaire fails to cure the default within a Cure Period of 15 (fifteen) days;”

No change

42.1.1(q) Termination for Concessionaire Default

Authority is requested to modify sub-clause (q) as under. “(q) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Concessionaire or for the whole or material part of its assets that has a Material bearing Adverse Effect on the Project;”

No change

42.3.1 Termination Payment Termination Payment should be reduced by proceeds received from the insurance company and not insurance cover. Authority is requested to modify the clause as under “(a) 90% (ninety per cent) of the Debt Due less proceeds received from Insurance Cover; and”

No change

42.3.2 Termination Payment Termination Payment should be reduced by proceeds received from the insurance company and not insurance cover. Authority is requested to modify the clause as under “(a) Debt Due less proceeds received from Insurance Cover;”

No change

42.3.2 Termination Payment There is no payment on Termination Due to Authority’s

Default during the construction stage of Phase 2, 3 and 4 as Additional Termination Payment do not cover the ‘

under construction’ period. Authority is requested to suitably modify the clause to include the same.

No change

42.3.3 Terminal Payment during Construction Period

(1) Clause covers only the Termination Payment during the Phase 1 construction as the same is linked to “Construction Period”. The same should cover also construction during remaining phases of the airport (2) It is stated that Total Project Cost (TPC) for the purpose of the clause would refer to sub-clause (b) of the definition of TPC which is Rs. 4588 Cr. Instead it should be linked to sub-clause (a) of definition of TPC which is the capital cost of the Project, as set forth in the Financial Package (3) Authority is requested that for purpose of determining the Termination Payment in clause 42.3.3, the expenditure comprising upto the latest Project Milestone shall be reckoned. Hence, Authority is requested to modify the clause as under: 42.3.3 “Upon Termination on account of Concessionaire Default during the Construction Period or during the construction of subsequent phases as per the Master Plan, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 40% (forty per cent) of the Total Project Cost and in the event of expenditure exceeding such 40% (forty per cent) and forming part of Debt Due, the provisions of Clause 42.3.1 shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such 40% (forty per cent). For the avoidance of doubt and by way of illustration, the Parties agree that if the total expenditure incurred prior to Termination is 90% (ninety per cent) of the Total Project Cost, the expenditure eligible for computation of

No change

Termination Payment hereunder shall be 50% (fifty per cent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 45% (forty-five per cent) of the Total Project Cost. The Parties further agree that for the purposes of this Clause 42.3.3, Total Project Cost shall mean the amount specified in Sub-clause (b) (a) of the definition of Total Project Cost in Clause 53.1. The Parties also agree that for determining the Termination Payment under this Clause 42.3.3, the expenditure comprising upto the latest Project Milestone or for subsequent Phases expenditure incurred for that phase shall be reckoned”

42.4.3, 42.4.4

Termination Payment 1) Authority is requested either to remove the reference of Equity Support or define Equity Support. 2) Authority is requested to clarify that why Termination Payment of Specified Assets is linked to 40% of Total Project Cost which is for Phase 1.

No change

44.1 Liability for defects after Termination

Authority is requested to modify the clause as under: “The Concessionaire shall be responsible for all defects and deficiencies in the Airport other than the defects and deficiencies caused on account of occurrence of a Force Majeure event or on account of works done by a third party contractor under Clause 17.3 or for reasons not attributable to the Concessionaire for a period of 120 (one hundred and twenty) days after Termination, and it shall have the obligation to repair or rectify, at its own cost, all defects and deficiencies observed by the Independent Engineer in the Airport during the aforesaid period. In the event that the Concessionaire fails to repair or rectify such defect or deficiency within a period of 15 (fifteen) days from the date of notice issued by the Authority in this behalf, the Authority shall be entitled to get the same repaired or rectified at the Concessionaire’s risk and cost so as to make the Airport conform to the Maintenance Material Requirements. ……..””

No change

45.2 (b) Permitted assignment and charges

Working Capital lenders would provide any limit only on

the basis of receivables. Hence, Authority is requested to modify the clause as under:

“(b) mortgages/pledges/hypothecation of goods/assets

other than Project Assets (except receivables) and their related documents of title, arising or created in the

ordinary course of business of the Airport, and as security only for indebtedness to the Senior

Lenders under the Financing Agreements and/or for work ing capital arrangements for the Airport. For the

avoidance of doubt, the Senior Lenders would be entitled to create a lien on the Escrow Account, subject to and

without prejudice to the rights of the Authority under this Agreement.”

No change

53 Definitions (a) Construction Period (b) Construction Works (c) Project Completion Schedule

Construction Period and Project Completion Schedule refers only to Phase 1 while Construction Works refers to all Phases. It leads to contractions in the following clauses:

• 12.1.1(a) • 13.1 • 13.4 • 16.2.2(a)

• 16.4.1 • 39.6.2(a) • 2.3.3

Authority is requested to realign the definitions so that there is clarity in the DCA.


53 Change in Law Authority is requested to modify the clause as under: “(d) a change in the interpretation or application of any Indian law by a judgement of a court of record or any regulatory authority or department of government or any other body of competent, jurisdiction, which has become final, conclusive and binding, as compared to such interpretation or application by a court of record prior to the Bid Date”

No change

53 Construction Works Authority is requested to modify the definition as under: “Construction Works means all works and things necessary to complete the Airport in accordance with this Agreement and includes the Aeronautical Assets, Non-Aeronautical Assets, Project Facilities and any other construction works undertaken at the Airport at any time during the Concession Period, other than for the City Side Development”

No change

53 Financing Agreements Authority is requested to modify the definition as under: “Financing Agreements” means the agreements executed by the Concessionaire in respect of financial assistance to be provided by the Senior Lenders by way of loans, (including foreign currency loans and external commercial borrowing), guarantees, subscription to non- convertible debentures and other debt instruments including loan agreements, guarantees, notes, debentures, bonds and other debt instruments, security agreements, and other documents Including deed of novation/ transfer/ assignment relating to the financing (including refinancing) of the Total Project Cost, including any hedging arrangements in case of off shore borrowings and includes amendments or modifications made in accordance with Clause 5.2.2”

No change

53 Project Assets Authority is requested to modify the definition as under: Sub-clause (e) may be deleted. e) buildings and immovable fixtures or structures forming part of City Side Development; Sub-Clause (i) to be changed as under. (i) Applicable Permits and authorisations relating to or in respect of the Airport; The following line to be added at the end of the definition. It is clarified that Project Assets shall not include any assets in connection with the City Side Development.

No change

53 Subordinated Debt Authority is requested to modify the definition as under as interest rate scenario can change significantly during the term of Concession: “(b) all accrued interest on the debt referred to in Sub-clause (a) above but restricted to the lesser of actual interest rate and a rate equal to 5% (five per cent) above the Bank Rate in case of loans expressed in Indian Rupees and lesser of the actual interest rate and 6 (six) month LIBOR (London Inter Bank Offer Rate) plus 2% (two per cent) in case of loans expressed in foreign currency, but does not include any interest that had fallen due 1 (one) year prior to the Transfer Date”

No change

2 - Annex-II (Schedule A)

Master Plan for the Site Clause states that Concessionaire needs to built an Airport with traffic design capacity of 12 mppa. Authority should reduce the capacity in Phase 1 to 8 mppa and allow the Concessionaire to built more based on traffic triggers.

No change.


Master Plan for the Site Traffic Design Capacity for Phase 2, 3 and 4 should be left to the Concessionaire so that there would be flexibility for development. Trigger for Phasing can remain the same.

No change

4(c) - Annex-II (Schedule A)

Master Plan for the Site Authority is requested to provide the flexibility to built the terminal in line with IATA LoS ‘C’ and not insist on 30 sqm per pax requirement.

No change


Time period for submission of Master Plan

Authority should be allowed to submit the Master Plan within 150 days of the Agreement. Further, there should be some time limit within which Authority would be needed to provide its comments.

No change

Schedule B Aerodrome reference code

The clause indicates the airport code to be 4F. Authority is requested to provide to the Concessionaire to the flexibility to plan the facility for Code E aircraft initially which can be later upgraded to 4F based on traffic.


3 (Schedule B)

Reserved Area Annex IV referred in the section is not available. Authority is requested to provide the same.

Please refer revised Schedule

6 (Schedule B)

MRO Facilities Authority is requested to confirm the area earmarked for MRO as 40 acres.

Yes

Schedule L (Annex –I)

Service Quality Requirements

Service Quality Requirements should not be applicable for the services wherein it is rendered by airlines themselves such as baggage delivery. Further, time taken by passengers during check-in, security check and immigration is not under the control of Concessionaire. Further, Schedule L consists of very stringent service quality requirements. Authority is requested to modify the following service levels: (a) Transfer Process – Domestic/ International – 60 75 minutes - International/ International – 45 60 minutes - Domestic/ Domestic – 45 60 minutes (b) Passenger boarding bridges (to bring in line with requirement in Schedule B – Clause 2.1.ii.b) - International – 90 75% - Domestic – 90 75% of requests for B 737/ A 320 or larger aircrafts

No change

Schedule Z MoU with GoI Authority is requested to make suitable changes in MoU with GoI for the following: 1. Cargo and GH should be considered as Non-aero in line with Delhi airport, otherwise it would give undue benefit to Delhi as they would shift cargo operations to Delhi. This would also affect UP government intention of developing Jewar as holistic airport 2. True up of first control period – Any under-recovery (including discounts) of tariff in first control period should be trued up to encourage competition. Currently, CA only allows normal true-up. 3. Encourage Bilaterals – To encourage international carriers to start operations at the airport for the first 3 years, their additional frequency at the airport shall not be counted in the bilaterals air service agreements.

1. No change 2. No change. 3. Authority is awaiting

response from MoCA

Others Air space conflict Authority is requested to clarify whether there would be any air space conflict with IAF - AF Stn Hindan and IGI airport. Further, Authority is also requested to provide any study which has been done in this regard.

Please refer to the clarification provided by Airports Authority of India in its letter no. AAI/ATM/OPS/04-164/2017 dated 4th September 2019

Others Tariffs as per AERA Act Latest amendment in AERA Act includes the provision of Pre-determined tariff. Authority is requested to clarify that whether Jewar will be covered in Pre-determined tariff or the existing system of computation of Average Revenue Requirement based on building blocks will continue.

Please refer to clarifications provided by AERA in the meeting held on 5th Sep 2019.

Others Traffic distribution Please confirm that scheduled civil operations from IAF stn Hindon will close post operationalization of airport at Jewar

Authority not in a position to make any such commitment.

3.1.1 Term of the Concession Initial period of term of Concession should be increased from 40 years to 60 years, in view of the long gestation period due to large capital investment and green field nature of the airport. Concessionaire would not be able to recover the expenditure done in Phase 2 onwards due to lower term of the Concession. In case the Authority is not willing to consider the above, the extension must be at the sole discretion of the concessionaire in line with the provisions of previous airport concessions in India including MIAL and DIAL. Lastly, we would like to highlight that there may be multiple practical challenges in a subsequent round of competitive bidding, in an ongoing concession. In such case, bidders may ask for a longer tenure of more than 30 years and in such a circumstance, it would be difficult for the Authority to find a bid for a 30 year time horizon.

No change

3.1.1 The Concession 1. The underlined clause is subjective and leaves the decision open to the Authority’s judgment on whether airport has been expanded in accordance with the agreement or not. Hence, we request that the Authority to change the clause as per below, which would remove ambiguity from the clause. “Provided further that, in the event the Airport is not expanded by the Concessionaire in accordance with the provisions of this Agreement or the Concessionaire has been in material default of the provisions of this Agreement, then, the Authority shall not be under any obligation to extend the Concession Period or provide the right to match the highest bid to the Concessionaire in accordance with this Clause 3.1.1” 2. In addition, the extension of the Concession Period should not be linked to any material default of the provisions of the agreement. In case of any material default, the Authority already has a right to terminate the Agreement. Hence, a material default should not have any further bearing on the extension the Concession Period. We request the Authority to make necessary revisions incorporating the above.

No change

4.2 Damages for delay by the Authority

We request that the Concessionaire must also have a right to Terminate the Agreement in case of delays by the Authority, s imilar to the provis ions available to the Authority against delays by the Concessionaire.

No change

5.4.1 Obligations relating to Golden Share

The rights provided to the Authority under the Golden Share are onerous for the Concessionaire and would affec t the Concessionaire’s effic iency in bus iness operat ions. The Authority anyways has rights under the concession to monitor the funct ioning and progress of the Concessionaire at the Airport. Hence, we request Authority to delete this clause. In case the clause cannot be removed, Authority is requested to reduce the number of nominees of the Authority in Board of Directors to 1 (one). Requirement of affirmative vote of the Authority for matters listed in Clause 5.4.2 can also be undertaken by a single nominee and hence requirement of 2 nominees is not required.

No change

5.6.2 Obligations relating to procurement of goods and services

Authority is requested to increase the e-tender threshold to Rs. 100 Cr otherwise it would lead to delay in execution of the project . Further, threshold should increase every year with inflation.

Further, we would request an exception to this

obligation for the procurement of the capabilit ies of an airport operator. It would lead to delays in procurement and project implementation if these obligations were to apply even to the Airport Operator Agreement.

Given that the bid parameter is per pax fee and hence there should be no obligation for award of l icenses, sub-licenses etc. through open and competitive bidding. Concessionaire should be given the flexibility to award licenses / concessions as they deem fit.

Lastly, an obligation with regard to

procurement states that “The Parties further agree that the Concessionaire shall not enter into any Associated Firm except with the prior consent of the Authority, which consent shall not be unreasonably withheld.....” However, given the nature of Bid Variable which is l inked to the number of passengers, there appears to be no requirement to place such a restriction on the Concessionaire. This request is in l ine with the other s imilar recent t ransact ions that al lowed the Concessionaire to enter into Related Party transactions. Hence, we request that this obligation be removed. We request the Authority to make necessary revisions incorporating the above.

No change

5.16 Branding of the Airport Since the name of the Airport is yet to be decided, it is requested that the Concessionaire to be involved in finalizing the name of the Airport.

No change

6.1.2 (e) Obligations of the Authority

The Authority is obliged to “make best endeavours to procure that no local Tax, tol l or charge is levied or imposed on the use of whole or any part of the Airport”. Considering such taxes / charges can severely impact the airport viability, we request that this obligation be included as a part of the State Government Support Agreement, where the Government ensures that no local Tax, toll or charge is levied or imposed on the use of Airport.

No change

6.1.2 (k) Obligations of the Authority

The Authority is obliged to “(k ) procure a 2 (two) lane access road to the Airport before COD.. .” Given the importance of an access road for the efficient operation of an airport, we request that this obligation be included as part of the State Government Support Agreement, where the Government commits to such procurement; rather than merely providing support in this regard. Further, we would request the Authority to indicate relevant other details such as the length, starting point and exact location of the access roads to be built for the Airport. Further, given future t raffic increase, Authority should also be obligated for any expansion of such roads.

a) Please refer to revised clause.

b) The Authority/Government of UP has undertaken various feasibility studies for better connectivity of the proposed Airport and has already appointed different Consultants in this respect.

12.10.1 Development of MRO Facilities

It is requested that such a mandate to provide MRO fac il ities should be removed, as we cannot be sure about the demand / market for such facilities at the airport . The development (or not) of MRO fac il ities should be left to the demand for such fac ili ties as would be est imated by the Concessionaire / MRO service providers . In case such fac ilities are demanded at the airport, it would be in the Concessionaire’s commercial interest to ensure the provision of such services.

No change

16.1.5 Operating Expenditure pertaining to change of Scope

It is requested that the s imilar to capital expenditure, Authority should also refund operat ing expenditure amounts, to the extent that such operat ing expenditure incurred by the Concessionaire owing to a Change of Scope is not approved by AERA.

No Change

17.18 Electricity and water supply

We request that the Concessionaire be allowed to set-up and use power generated from a captive plant/solar power plant set up by the Concessionaire. Most private airports in India have s tarted set ting up captive sources of ut i li ty supply, which reduces the cost of operations of the airport and the s t rain on local bodies providing such ut i l ity services. Accordingly, any surplus utility requirements of the airport beyond captive generation capacity should be procured from the respective local ut i l ities; and upon payment of such charges which are in accordance with Applicable Laws. We request the Authority to make necessary modificat ions incorporating the above.

No change

25.4 Traffic Sampling Given the context of the aviation industry, where various reliable sources of information are readily available - airlines submitting their fl ight manifest with the regulatory agenc ies and s imilar mechanisms in place to monitor the number of passengers, aircrafts, etc. the Traffic Sampling methodology spec ified in Schedule O for the purpose of es t imating the number of passengers is not very relevant. Hence, we request that Schedule O and its references given in Clause 25.4 be suitably amended.

No change

26.9, 26.5.3, 26.7.4

Damages for shortfall in performance

Please confirm that if AERA determines damages for, say, potential shortfall in meeting KPIs under clauses 26.5.3 and 26.7.4, no separate penalties (as a percentage of the revenues) will be payable by the Concessionaire. AERA has also laid down similar KPIs to be met by the airport operator. In case of a potent ial shortfall, it may be difficult to ensure exc lusivity of events cons idered by AERA for levy ing damages in events such as the ones ment ioned in 26.5.3 and 26.7.4, resulting in the Concessionaire being penalized twice. Accordingly, we request that the provisions of damages be left to AERA and deleted from 26.5.3 and 26.7.4.

No change

26.9 Damages for shortfall in performance

We request the Authority to amend the following clause references which may be incorrect:

a) Clause 26.10 should be Clause

26.9

b) Clause 26.6.3 should be Clause

26.5.3

c) Clause 26.8.4 should be Clause

26.7.4


27.1 Appointment of Independent Engineer

In l ine with the provis ions of previous airport concessions, we request that the appointment of the Independent Engineer be done joint ly by the Authority and the Concessionaire; ensuring fairness and transparency in the appointment process.

No change

31.2.1 Premium The Premium payable by the Concessionaire would depend upon the “Total Traffic” at the airport. Authority is requested to confirm that non-revenue generating passengers such as t rans it passengers, which are normally not cons idered part of airport traffic, are excluded from the purview of “Total Traffic.”


31.5. License Fee We would request the Authority to clarify whether payments made by the Concessionaire for the License Fee will be cons idered pass -through expenses while determining aeronautical tariffs for the Airport. Further, there is a recent AERA Order on the t reatment of Land Values (Order No. 42/ 2018-19). We would request the Authority to clarify whether the same Order will be applicable for the tariff determination of the Jewar Airport.


42.3.3

Terminal Payment during Construction Period

In the context of this c lause we would like to highlight that as per RBI guidelines, in case of a PPP project, substitution rights is mandatory for any loans to be classified as secured. As per this Clause, lenders do not have substitution rights if the Concessionaire’s Default has occurred, and the Concessionaire has not achieved the Phase Milestone of 40% of the Phase. Accordingly, we request that this Clause should be deleted, since in the absence of subst itution rights , banks may not provide funding for the project.

No change

53.16. Definitions

Price Index In case the WPI for May 2019 is 121.2 and CPI (IW) for May 2019 is 314, based on our understanding of the prescribed formula, the Price Index for May 2019 will be (121.2*70% + 314*30%) = 179.04. We request the Authority to confirm our understanding.

Clause is self-explanatory

53.16. Definitions

Related Party We would request the Authority to delete this definition as it has not used in the Draft Concession Agreement.


4.4.Deemed Termination upon delay

Without prejudice to the provisions of Clauses 4.2 and 4.3, and subject to the provisions of Clause 9.2, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, before the 1st (first) anniversary of the date of this Agreement or the extended period provided in accordance with this Agreement, all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and the Concession Agreement shall be deemed to have been terminated by mutual agreement of the Parties. Provided, however, that in the event the delay in occurrence of the Appointed Date is for reasons attributable to the Concessionaire, the Performance Security of the Concessionaire shall be encashed and appropriated by the

4.4.Deemed Termination upon delay Without prejudice to the provisions of Clauses 4.2 and 4.3, and subject to the provisions of Clause 9.2, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, before the 1st (first) anniversary of the date of this Agreement or the extended period provided in accordance with this Agreement, all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and the Concession Agreement shall be deemed to have been terminated by mutual agreement of the Parties. Provided, however, that in the event the delay in occurrence of the Appointed Date is for reasons attributable to the Concessionaire, the Performance Security ofthe Concessionaire shall be encashed and appropriated by the Authority as Damages thereof. Provided further that in the event the delay in occurrence of the Appointed Date is for reasons attributable to the Authority, all payments so far made to the authority i/c the Performance Security shall be refunded to the Concessionaire.

No change

Authority as Damages thereof.

10.4- Site to be free from Encumbrances

it is agreed that existing rights of way, easements, privileges, liberties and appurtenances to the Site shall not be deemed to be Encumbrances. It is further agreed that the Concessionaire accepts and undertakes to bear any and all risks arising out of the inadequacy or physical condition of the Site.

Kindly provide more clarity about the in adequacy and physical condition of the site since it is presumed that the clause is referring to geographical / actual contour of the available site and site is free of all encumbrances.

Bidders are encouraged to review Authority’s website for information.

16.5- Power of the A u t h o r i ty t o undertake works

the Authority may, after giving notice to the Concessionaire and considering its reply thereto, award any works or services, contemplated under Clause 16.1.1, to any person on the basis of open competitive bidding; provided that the Concessionaire shall have the option of matching the first ranked bid in terms of the selection criteria, subject to payment of 2.5% (two point five per cent) of the bid amount to the Authority.

It is requested to waive off the requirement of making payment of 2.5% of Bid amount to authority since already concessionaire is matching the price with the first rank bidder hence no further consideration seems to be reasonable.

No change

17.15. Use of Airport by Defence Forces

provide 10 acres of land gratis for development of IAF enclave;

It is requested to exclude the land parcel meant for development of IAF enclave or such other Land parcels, from the area of Land for which consideration is payable by the concessionaire towards License Fee.

No change

earmarking of airspace, ATS routes, Arrival/departure routes and instrument approach procedures at the Airport shall not infringe/interfere with the IAF restricted, prohibited and danger air spaces and ATS procedures in vogue at IAF aerodromes. A separate MoU is to be established for usage of airspace with IAF ATS unit;

Kindly provide more clarity about the extent of restricted, prohibited and danger air spaces and ATS procedures with IAF, since it has potential impact on the operations of the Airport.


19.4.3. The Concessionaire shall supply electricity and water, at its own cost and expense, to the Reserved Area within the Terminal Building.

19.4.3. The Concessionaire shall supply electricity and water, at its own cost and expense, except the cost of utilities such as Electricity & Water etc. , to the Reserved Area within the Terminal Building and will be entitled to recover cost of the same.

No change

19.4.6 Reserved area

If and when additional space is required for the purposes specified in Clause 19.4.1, the Concessionaire shall, in consultation with the relevant Designated GOI Agency, provide additional space to form part of the Reserved Area, on such terms and conditions as may be mutually agreed upon. For the avoidance of doubt, the Parties expressly agree that in the event additional space is required for expansion of the Reserved Area, the Concessionaire shall be entitled to recover from the relevant Designated GOI Agency a monthly rent equivalent to 50% (fifty per cent) of the average monthly rent received by the Concessionaire for all the space rented out by it in the Terminal Building during the preceding Accounting Year, and such rent shall be revised once in every 3 (three) years. Provided, however, that in the event the Terminal Building is expanded for handling additional

Please clarify about the extent of reserved area to be provided to the relevant Designated GOI Agency for factoring the effect on the Capex and also please waive off the condition of providing the additional space free of cost on expansion of Terminal Building.

No change

passenger traffic, the Concessionaire shall provide additional space, free of cost, on a proportionate basis for use as Reserved Area.

19.4.3 The Concessionaire shall provide or cause to be provided, at its own cost and expense the infrastructure required for operation of check-in services at the Airport for and in respect of departing passengers (the “Check-in Services”)

We request the Authority to delete the word ''at its own cost and expense'', since outsourcing of Check-in-services are allowed.


21.1.3. The Concessionaire shall operate and maintain the Cargo Facilities and provide the associated services to airlines and consignors in accordance with the provisions of this Agreement, Applicable Laws and Good Industry Practice.

The Concessionaire shall, or cause to operate and maintain the Cargo facilities and provide the associated services to airlines and consignors in accordance with the provisions of this Agreement, Applicable Laws and Good Industry Practice.

Please refer to revised DCA .

22.8.2 Reserve area

The Reserved Area shall include such residential accommodation and parking as may be required for operational purposes of Designated GOI Agencies, and the Concessionaire shall build and maintain such residential accommodation and parking facilities as may be mutually agreed between the Concessionaire and respective Designated GOI Agency from time to time.

Requested to please clarify about the extent of reserved area facilities to be provided to designate GoI agencies as it has potential financial impact on the Capex.


26.3.4 The Concessionaire shall, at all times after COD, procure that: (a) the average time taken from entry into the Car Park to parking at a vacant slot, including the time for payment of Fee, shall not be more than 5 (five) minutes for at least 95% (ninety-five per cent) of the Users thereof;

The average time from entering into the Car park and moving out after payment of fee should be made to 10 minutes as per practical approach at various airports in India.

No change

26.7.1 Target Rating and User Survey

The Concessionaire shall participate in the passenger survey of Airport Service Quality (the “ASQ”) undertaken by Airports Council International (the “ACI”) or any equivalent substitute thereof, conducted every quarter and shall ensure that the Airport achieves and maintains a rating of at least 4.2 (four point two) out of 5.0 (five) in such survey (the “Target Rating”) and maintain the same throughout the rest of the Concession Period.

The Concessionaire shall participate in the passenger survey of Airport Service Quality (the “ASQ”) undertaken by Airports Counc il International (the “ACI”) or any equivalent substitute thereof, conducted every quarter and shall ensure that the Airport achieves and maintains a rating of at least 4.0 (four) out of 5.0 (five) in such survey (the “Target Rating”) and maintain the same throughout the rest of the Concession Period.

No change

28.3.2 City side development

All revenues accruing from City Side Development shall be appropriated by the Concessionaire in accordance with the provisions of the Agreement and Applicable Laws.

It is understood by referring Clause 32.3.2 that revenues of the Concessionaire from City side Development is excluded from determining the Tariff and also not to be included in Non-Aeronautical Services, therefore the reference to Applicable Laws shall be deleted. Further there shall not be any appropriat ion of the revenue from the City Side Development.

No change

31.5.1 Concession and License Fee

Upon execution of the Concession Agreement and in further consideration of the Authority providing licence rights for the Site for the Project to the concessionaire and granting the rights and access set forth in this Agreement, the concessionaire shall pay to the Authority, an annual licence fee (“Licence Fee”) of 2.5% of land value. The land value as on 29th April 2019 has been estimated to be INR 4050 crores1 (Four Thousand and fifty crores). For the purpose of calculating the License fee, the land value shall be assumed to increase annually at the rate of Price Index with the base year as 1st January 2019.

As per the provision it is clear that Authority is seeking for license fee for the entire land parcel of 1334 Hectares. In this context it is to submit that it would have been more appropriate if Authority would have restricted the License Fee for the City Side Development Land area of 24 Hectares of area only since the Concessionaire is to pay "Premium" to the authority vide Clause 31.2.1 of the DCA. Please make amendment as above since the License Fee on Rs 4050 Crores is too high and is impacting the viability of the project. Further it may be clarified in explicit terms whether "License Fee" is a Pass Through or not.


36..3 Withdrawals during Concession Period

The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, ------------------ (f) monthly proportionate provision of Debt Service due in an Accounting Year;

The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, (f) monthly proportionate provision of Debt Service due in an Accounting Year subject to the agreement with the lenders;

No change

42.1.(b)

Termination for Concessionaire Default

subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause 9.2, the Concessionaire fails to meet any Condition Precedent or cure the Concessionaire Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (ninety) days;

Please clarify about the ambiguity in days as indicated in figure is 120 days but in words it is mentioned ninety days. Please correct for 120 days.


42.2.1(c)

Termination for Authority Default

the Authority fails to provide the Right of Way required for construction of the Airport on at least 90% (ninety per cent) of the total area of the Site required and necessary for the Airport; or

Please amend the clause for providing 100% Right of Way by the Authority failing which the same shall be amounted to be Authority's default.

No change

42.3.3 Termination Payment

Upon Termination on account of Concessionaire Default during the Construction Period, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 40% (forty per cent) of the Total Project Cost and in the event of expenditure exceeding such 40% (forty per cent) and forming part of Debt Due, the provisions of Clause 42.3.1 shall, to the extent applicable to Debt Due, apply in respect of the expenditure exceeding such 40% (forty per cent). For the avoidance of doubt and by way of illustration, the Parties agree that if the total expenditure incurred prior to Termination is 90% (ninety per cent) of the Total Project Cost, the expenditure eligible for computation of Termination Payment hereunder shall be 50% (fifty per cent) of the Total Project Cost and the Termination Payment due and payable in such event shall not exceed 45% (forty-five per cent)

The TPC of Phase 1 is only mentioned as INR 4588 Cr. Please incorporate the TPC of the subsequent phases in order to Justify the Termination Payment of the subsequent phases in accordance to definitions provided in the DCA for TPC.

No change

of the Total Project Cost. The Parties further agree that for the purposes of this Clause 42.3.3, Total Project Cost shall mean the amount specified in Sub-clause (b) of the definition of Total Project Cost in Clause 53.1. The Parties also agree that for determining the Termination Payment under this Clause 42.3.3, the expenditure comprising the latest Project Milestone shall be reckoned

52.4.1 Delayed payments

52.4.1. The Parties hereto agree that payments due from one Party to the other Party under the provisions of this Agreement shall be made within the period set forth therein, and if no such period is specified, within 30 (thirty) days of receiving a demand along with the necessary particulars. Unless otherwise specified in this Agreement, in the event of delay beyond such period, the defaulting Party shall pay interest for the period of delay calculated at a rate equal to 3% (three per cent) above the Bank Rate, and recovery thereof shall be without prejudice to the rights of the Parties under this Agreement including Termination thereof.

The interest payment towards delay should be prevailing Bank Rate +2%.

No change

Annex-II MASTER PLAN FOR THE SITE

4 c. Level of service for Terminal Building – IATA Level of Service “C” (optimum standards) compliant. The total area of the Terminal Building shall be minimum 30 square meter per peak hour passenger for the design year.

It is contradictory, since Level of Service''C'' is provided therefore there is no need to specify the minimum area for Peak Hour Passenger.

No change

SCHEDULE-B - 6.1 & 6.3 MRO Facilities

The Concessionaire shall earmark minimum 40 acres of land within the Site for the development of a MRO Facility in the Airport as per the applicable Standards and Specifications The Concessionaire has to mandatory enter into any arrangement with any third party or the Concessionaire itself decides for developing and operating the MRO Facilities and for associated activities latest by 10th anniversary of the COD.

The provision is hypothetical since the requirement of MRO is dependent on the airline operators and therefore should not be mandated on the Concessionaire. Request to please waive off the provision or amend suitably.

No change

Schedule B, 2.1(b)

75 % (Seventy five percent) of each of the international and domestic aircrafts gates shall be served by the boarding bridges.

The provision shall have cost implication, since to fulfil the requirement mandated will account for larger space of corridors. Therefore, requested to stick for "C" level of service, as stipulated in the DCA. 75% (seventy five percent) 50% (fifty percent ) of each of all the international and domestic aircrafts gates B737/A 320 and larger shall be

served by boarding bridges

No change

Schedule C (a)

Airside infrastructure to comply with DGCA CAR and ICAO Code 4F operation standards;

It is requested not to insist upon providing Airport Infrastructure complying for Code-4F operation. Instead the requirement is to be limited for Code-4E operations.


fRecital A Government of Uttar Pradesh had procured the in-principle approval from Government of India (GOI) (hereinafter referred to as the “In-Principle Approval) for the establishment of an international airport for public use in North of Jewar village, District Gautam Budh Nagar, in the State of Uttar Pradesh (herein referred to as the “Airport”), ….

NA Please provide a copy of the In-Principle Approval


Recital C Based upon the representations and submissions made by the Authority, the Applicable Permits that are required prior to the implementation of the Project were granted to the Authority from the concerned Government Instrumentalities.

NA Please provide a list of such Applicable Permits and relevant copies thereof.


Clause 3.1.1

Subject to and in accordance with the provisions of this Agreement, Applicable Laws and the Applicable Permits, the Authority hereby grants to the Concessionaire, the concession set forth herein including the exclusive right, licence and authority to develop, operate and maintain the Airport (“Concession”)

Subject to and in accordance with the provisions of this Agreement, Applicable Laws and the Applicable Permits, the Authority hereby grants to the Concessionaire, the concession set forth herein including the exclusive right, licence and authority to develop, finance, upgrade, modernize, operate and maintain the Airport (“Concession”)

Kindly include the highlighted language to reflect the obligations of the Concessionaire

No change

Clause 3.1.1

Provided further that, at any time not earlier than 35th (Thirty fifth) anniversary of the Appointed Date and no later than 37th (Thirty seventh) anniversary of the Appointed Date…… in the international competitive bidding process for the determination of the Premium for an additional period of 30 (thirty) years, in the form and manner, as may be prescribed by the Authority, at such time, and in any such case of international competitive bidding:

NA We understand that if the Concessionaire matches the highest bid the Concession will renewed/extended on the same terms and conditions. Please confirm


Clause 3.1 3.2.1 Subject to and in accordance with the provisions of this Agreement, the Concession hereby granted shall oblige or entitle….

3.2.1 3.1.2 Subject to and in accordance with the provisions of this Agreement, the Concession hereby granted shall oblige or entitle….

Kindly correct the Clause numbering. Please refer to revised DCA

Clause 3.1.1

…….. b. the Affiliate(s) of the Concessionaire shall not be qualified, either directly or indirectly, participating in any such bidding process; and …..

…….. b. In case the Concessionaire participates in such Bid process, then the Affiliate(s) of the Concessionaire shall not be qualified, either directly or indirectly, participating in any such bidding process …..

Request you to amend the Clause as suggested. Presently it is putting restrictions on the affiliate even when the Concessionaire is not participating

No change

Clause 3.1.1

Provided further that, in the event the Airport is not expanded by the Concessionaire in accordance with the provisions of this Agreement or the Concessionaire has been in material default of the provisions of this Agreement, then, the Authority shall not be under any obligation to extend the Concession Period or provide the right to match the highest bid to the Concessionaire in accordance with this Clause 3.1.1.

Provided further that, in the event the Airport is not expanded by the Concessionaire in accordance with the provisions of this Agreement or the Concessionaire has been in material default of the provisions of this Agreement, then, the Authority shall not be under any obligation to renewed/extend the Concession Period or provide the right to match the highest bid to the Concessionaire in accordance with this Clause 3.1.1.

Kindly include the highlighted language for the sake of consistency

No change

Clause 3.2.1

….. (b) finance and construct the Airport;

(c) operate, manage and maintain the Airport and regulate the use thereof by third parties; …

….. (b) finance, and construct, the Airport;

(c) operate, manage and maintain the Airport and regulate the use thereof by third parties; …

Kindly modify the highlighted language for the sake of clarity

No change

Clause 3.2.1

…. (d) demand, collect and appropriate Fee from Users liable for payment of Fee for using the Airport or any part thereof and refuse entry of any User if the Fee due is not paid; ……

…. (d) demand, collect and appropriate Fee from Users liable for payment of Fee for using the Airport or any part thereof and refuse entry of any User or not allow the use of the Airport or any part thereof to such User, if the Fee due is not paid; ……

Kindly modify the highlighted language for the sake of clarity

No change

Clause 4.1.2

(b) procured all Applicable Permits relating to environmental protection and conservation in respect to atleast 90% (ninety percent) of the land required for the Project and forming part of the Site; and (c) procured forest clearance for and in respect of at least 90% (ninety per cent) of the land required for the Project and forming part of the Site, save and except permission for cutting trees

(b) procured all Applicable Permits relating to environmental protection and conservation in respect to at least 90% (ninety percent) of the land required for the Project and forming part of the Site; and (c) procured forest clearance for and in respect of at least 90% (ninety per cent) of the land required for the Project and forming part of the Site, save and except permission for cutting trees

Authority shall be responsible for procuring Applicable Permits relating to environmental protection and forest clearance including procuring permission for cutting trees for the entire Site i.e. 100% of the total Site.

No change

Clause 4.1.2

Conditions Precedent …. (d)…. vii) the agreement to be entered into between the Airports Authority of India (AAI), Concessionaire and IMD, as per the format prescribed by IMD; viii) agreement to be entered into between the Concessionaire and BCAS, as per the format provided by BCAS; (e) procured the appointment of the Independent Engineer (f) procured Applicable Permits with respect to commencement of construction on the Site.

This should be joint CP and accordingly request the Authority to add the suggested CPs to the list of CPs of the Authority. We request that the agreement with IMD should also be executed by AAI to address any operational implications on air traffic movement. We understand that as an owner of the land, the Authority should obtain all relevant construction permits/ license required for commencement of construction and also for any approval or permission relating to land. Accordingly, this should be one of the CPs of the Authority.

Please refer to the revised DCA and response provided by Airports Authority of India in its letter no. AAI/ATM/OPS/04-164/2017 dated 4th September 2019

Clause 4.1.2

Conditions Precedent ix) A letter of Agreement to be worked out and signed amongst the Authority, Airports Authority of India (AAI), Concessionaire and IAF (AF Stn Hindan) prior to Appointed Date .

We request that the agreement with IAF should also be executed by Authority and AAI to ensure all stakeholders related to Airspace/Airside are parties to the agreement. This should be a joint CP for both the Concessionaire and the Authority. We also request Authority to provide the details and form/draft of such agreement before the bid submission date to enable the Bidders to evaluate any potential implication from the same. Kindly also confirm that no restrictions on ATM/air space/ ATS route will be applicable for the proposed airport.


Clause 4.1.2

CONDITIONS PRECEDENT 4.1.2

…. (g) radio navigational aids installed at the airfield should be made available for IAF aircraft operation on request including for transiting flights for navigational assistance. The radio navigational aids serving the airfield shall be switched on/off for operational reasons, whenever instructed by IAF; (h) shall ensure that installation of radars and nav-aids at the airfield shall not cause interference with IAF radar and nav-aids operational at nearby IAF aerodromes such as Hindan and Agra … (i) earmarking of airspace, ATS routes, Arrival/departure routes and instrument approach procedures at the Airport shall not infringe/interfere with the IAF restricted, prohibited and danger air spaces and ATS procedures in vogue at IAF aerodromes. A separate MoU is to be established for usage of airspace with IAF ATS unit;

In light of the above comments, kindly include the highlighted items as Conditions Precedent of the Authority.


(j) ensure direct communication facilities between the ATC at the Airport and ATC, Air Force Station Hindan;

Clause 4.1.2

(b) Procured all applicable permits relating to environmental protection and conservation in respect to at least 90% of the land required for the Project and forming part of the site

Authority to share the EC document and EIA report for the project If EC is yet to be obtained, provide the timeline for obtaining EC.


Clause 4.1.2

(c) Procured forest clearance for and in respect of at least 90% of the land required

Authority to share the Forest Clearance document If Forest Clearance is yet to be obtained, provide the timeline for obtaining the same. Kindly also confirm the extent of forest land at the site.


Clause 4.1.2 (d), (v)

v. Memorandum of Understanding in the form provided in Schedule Z

v. Agreement Memorandum of Understanding in the form provided in Schedule Z

Kindly modify the language as highlighted, since the MoU is binding in nature and has all essentials of the agreement

No change

Clause 4.1.3

j. executed the agreement to be entered into between the Concessionaire and IMD, as per the format prescribed by IMD; and

j. executed the agreement to be entered into between the Concessionaire and IMD, as per the format prescribed by IMD; and j. executed the agreement to be entered into between the Airports Authority of India (AAI), Concessionaire and IMD, as per the format prescribed by IMD; and

In line with the above comments on 4.1.2., kindly incorporate the suggested change.

Please refer to the clarification provided by Airports Authority of India in its letter no. AAI/ATM/OPS/04-164/2017 dated 4th September 2019.

Clause 4.1.3 (e)

… procured all the Applicable Permits as specified in Part I of Schedule-E unconditionally, or if subject to conditions, then all such conditions required to be fulfilled by the date specified therein shall have been satisfied in full, and such Applicable Permits are in full force and effect; …

… procured all the material Applicable Permits as specified in Part I of Schedule-E unconditionally, or if subject to conditions, then all such conditions required to be fulfilled by the date specified therein shall have been satisfied in full, and such Applicable Permits are in full force and effect; …

In view of the deemed termination clause of 4.4, kindly incorporate the suggested change

No change

Clause 4.1.3 (n)

A letter of Agreement to be worked out and signed between the Concessionaire and IAF (AF Stn Hindan) prior to Airport operationalization.

A letter of Agreement to be worked out and signed between amongst the Authority, Airports Authority of India (AAI), Concessionaire and IAF (AF Stn Hindan) prior to Appointed Date Airport operationalization.

In light of our above comments pertaining to 4.1.2, kindly make the suggested revision.


Clause 4.2 In the event that (i) the Authority does not procure fulfilment or waiver of any or all of the Conditions Precedent set forth in Clause 4.1.2 within the period specified in respect thereof, and (ii) the delay has not occurred as a result of breach of this Agreement by the Concessionaire or due to Force Majeure, the Authority shall pay to the Concessionaire Damages in an amount calculated at the rate of 0.1% (zero point one per cent) of the Performance Security for each day’s delay until the fulfilment of such Conditions Precedent, subject to a maximum amount equal to the Bid Security.

In the event that (i) the Authority does not procure fulfilment or waiver of any or all of the Conditions Precedent set forth in Clause 4.1.2 within the period specified in respect thereof, and (ii) the delay has not occurred as a result of breach of this Agreement by the Concessionaire or due to Force Majeure, the Authority shall pay to the Concessionaire higher of all cost and expenses incurred by the Concessionaire or Damages in an amount calculated at the rate of 0.1% (zero point one per cent) of the Performance Security for each day’s delay until the fulfilment of such Conditions Precedent, subject to a maximum amount equal to the Bid Security.

Kindly include the suggested language to provide for the cost and expenses incurred by the Concessionaire in case of Authority’s breach

No change

Clause 4.3 In the event that (i) the Concessionaire does not procure fulfilment or waiver of any or all of the Conditions Precedent set forth in Clause 4.1.3 within the period specified in that Clause, and (ii) the delay has not occurred as a result of failure to fulfil the obligations under Clause 4.1.2 or other breach….

NA We understand that this will not be applicable in case of extension of timelines for achievement of Financial Close in terms of clause 29.1.1. Please confirm Further, in case Clause 4.3 and 4.4 of the CA get invoked, the Damages paid under Clause 29.1.1 shall be counted and be subsumed in determining the Damages payable under 4.3. Please confirm.


Clause 4.4 Without prejudice to the provisions of Clauses 4.2 and 4.3, and subject to the provisions of Clause 9.2, the Parties expressly agree that in the event the Appointed Date does not occur, for any reason whatsoever, before the 1st (first) anniversary of the date of this Agreement or the extended period provided in accordance with this Agreement, all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and the Concession Agreement shall be deemed to have been terminated by mutual agreement of the Parties. Provided, however, that in the event the delay in occurrence of the Appointed Date is for reasons attributable to the Concessionaire, the Performance Security of the Concessionaire shall be encashed and appropriated by the

…... Provided, however, that in the event the delay in occurrence of the Appointed Date is for reasons attributable to the Concessionaire, the Performance Security of the Concessionaire shall be encashed and appropriated by the Authority as Damages thereof . Provided further that in the event the delay in occurrence of the Appointed Date is for reasons attributable to the Authority, all payments so far made to the Authority including the Upfront Premium (if any), the Bid Security and the Performance Security shall be returned to the Concessionaire with interest.

In case of termination due to the delay by the Authority, it is requested that the suggested proviso be added to make the article fair and equitable.

No change

Authority as Damages thereof.

Clause 5.1.1

Subject to and on the terms and conditions of this Agreement, the Concessionaire shall, at its own cost and expense, procure finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the airport..

Subject to and on the terms and conditions of this Agreement, the Concessionaire shall, at its own cost and expense, procure finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the airport..

Airport is a regulated business and the cost are recoverable through tariff as per the law. Hence, the proposed provision may construe as these costs are not a pass through in tariff.

No change

Clause 5.2.2

The Concessionaire shall submit to the Authority the drafts of all Project Agreements, or any amendments or replacements thereto, for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 15 (fifteen) days of the receipt of such drafts. Within 7 (seven) days of execution of any Project Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true copy thereof, duly attested by a Director of the Concessionaire, for its record. For the avoidance of doubt, it is agreed that the review and comments hereunder shall be limited to ensuring compliance with the terms of this Agreement. It is further agreed that any failure or omission of the Authority to review and/ or comment hereunder shall not be construed or deemed as acceptance of any such agreement or document by the

The Concessionaire shall submit to the Authority the drafts of all Project Agreements, or any amendments or replacements thereto, for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 15 (fifteen) days of the receipt of such drafts. Within 7 (seven) days of execution of any Project Agreement or amendment thereto, the Concessionaire shall submit to the Authority a true copy thereof, duly attested by a Director of the Concessionaire, for its record. For the avoidance of doubt, it is agreed that the review and comments hereunder shall be limited to ensuring compliance with the terms of this Agreement. It is further agreed that any failure or omission of the Authority to review and/ or comment hereunder shall not be construed or deemed as acceptance of any such agreement or document by the Authority. No review and/ or observation of the Authority and/ or its failure

In the current Concession structure, the Authority’s fees are linked only to traffic and therefore there is no linkage between the Concessionaire’s contracts and the Authority fees. Hence, there should not be any applicability of this clause and this clause should be deleted in order to provide adequate operational flexibility to the Concessionaire. Moreover, recently concluded Indian bids did not have this provision.

No change

Authority. No review and/ or observation of the Authority and/ or its failure to review and/ or convey its observations on any document shall relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner nor shall the Authority be liable for the same in any manner whatsoever.

to review and/ or convey its observations on any document shall relieve the Concessionaire of its obligations and liabilities under this Agreement in any manner nor shall the Authority be liable for the same in any manner whatsoever.

Clause 5.2.2

The Concessionaire shall submit to the Authority the drafts of all Project Agreements, or any amendments or replacements thereto, for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 15 (fifteen) days of the receipt of such drafts.

The Concessionaire shall submit to the Authority the drafts of all Project Agreements (Except Financing Documents), or any amendments or replacements thereto, for its review and comments, and the Authority shall have the right but not the obligation to undertake such review and provide its comments, if any, to the Concessionaire within 15 (fifteen) days of the receipt of such drafts.

Please exclude financing agreements. These are controlled by the lenders and hence to be excluded. Further, the provisions related to financing agreements are already captured separately at relevant places in the documents.

No change

Clause 5.2.3

The Concessionaire shall not make any addition, replacement or amendments to any of the Financing Agreements without the prior written consent of the Authority if such addition, replacement or amendment has, or may have, the effect of imposing or increasing any financial liability or obligation on the Authority, and in the event that any replacement or amendment is made without such consent, the Concessionaire shall not enforce such replacement or amendment nor permit enforcement thereof against the Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it shall not unreasonably withhold its consent for restructuring or rescheduling of the debt of the Concessionaire.

The Concessionaire shall not make any addition, replacement or amendments to any of the Financing Agreements without the prior written consent of the Authority if such addition, replacement or amendment has, or may have, the effect of imposing or increasing any financial liability or obligation on the Authority, and in the event that any replacement or amendment is made without such consent, the Concessionaire shall not enforce such replacement or amendment nor permit enforcement thereof against the Authority. For the avoidance of doubt, the Authority acknowledges and agrees that it shall not unreasonably withhold its consent for restructuring or rescheduling of the debt of the Concessionaire.

Please allow concessionaire to arrange funds as & when required for the project and also refinance with better financing terms. Further concessionaire may seek certain approval from lenders (for actions not allowed by them in initial financing agreement) in normal course of business. Such approvals should not be covered here. Hence, kindly delete this clause.

No change

Clause 5.2.4

The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (“Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality……….

The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle the Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension (“Covenant”). For the avoidance of doubt and subject to Substitution Agreement, it is expressly agreed that in the event the Authority does not exercise such rights of substitution within a period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to be in force and effect on the Transfer Date without any liability whatsoever on the Authority and the Covenant shall expressly provide for such eventuality.

Substitution Agreement is a major security for lenders in case of termination. Please provide carve out for financing agreement/ Substitution agreement for this clause. Kindly incorporate the suggested change.

No change

Clause 5.2.5 …the Concessionaire agrees and acknowledges that selection or replacement of any or all EPC Contractors or O&M Contractors and execution of all EPC Contracts or O&M Contracts shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such selection or contract without prior approval of the Authority...

…the Concessionaire agrees and acknowledges that selection or replacement of any or all EPC Contractors or O&M Contractors and execution of all EPC Contracts or O&M Contracts shall be subject to the prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such selection or contract without prior approval of the Authority. If such approval is not provided by the Authority within the period of 15 (fifteen) days, then it shall be deemed to be accepted by the Authority….

There should be a timeline provided for the Authority’s approval. Further, as per the intent of this clause, we request that only name and address of the EPC Contractors and O&M Contractors should be submitted to the Authority for approval (and not the entire contract).

No change

Clause 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior written approval of the Authority.

Share pledge is important security for lenders. In case of default & In case of enforcement of security by lenders, they will need approval of government. This may raise concern with lenders. Hence, Share pledge should be excluded from definition of Change in Ownership.

No change

Clause 5.3.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: all acquisitions of Equity by an acquirer, either by itself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of 25% (twenty five per cent) or more of the total Equity of the Concessionaire; or

Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: (a) all acquisitions of Equity

by an acquirer, either by itself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of 25% (twenty five per cent) 49% (forty nine percent) or more of the total Equity of the Concessionaire; or

Please change to 49%.

No change

Clause 5.3.2 5.3.2. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: ….the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavor to convey its decision thereon expeditiously. …shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement.

5.3.2. Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that: ……the Authority shall endeavor to convey its decision thereon expeditiously, and if such approval is not granted within 30 days, it shall be deemed as approved by the Authority. ..any liability or obligation under this Agreement. Nothing contained in this clause shall be applicable in case of transfer of shares held by the selected Bidder in the Concessionaire to its Associate/Affiliates.

In order to provide clarity, transfer of shares to Associates/Affiliates should be carved out from the provisions of this clause. Further, we also request to provide a specific timeline, beyond which the Authority’s approval shall be deemed to be granted.

No change

Clause 5.4.1 and Schedule X 5.2.1

…(a) appointment of two nominees of the Authority on the Board of Directors of the Company; ……

…(a) appointment of two one nominees of the Authority on the Board of Directors of the Company; ……

Request you to amend the Clause as suggested, as there is no equity participation by Authority except Golden Share Request to make necessary changes in the Shareholders Agreement (Schedule X) as well to this effect.

No change

Clause 5.4.2 and Schedule X

(a) to alter or add to the provisions of the memorandum;

(b) to alter or add to the articles of association;

(c) to change the name of the Company;

(d) to purchase the Company’s own shares or specified securities;

(e) to issue sweat equity shares;

(f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares;

(g) to reduce the share capital;

(h) to remove the registered office of the Company outside the limits of the State;

(i) to commence any new lines of business;

(j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated;

(k) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing

(a) to alter or add to the provisions of the memorandum;

(b) to alter or add to the articles of association;

(c) to change the name of the Company;

(d) to purchase the Company’s own shares or specified securities;

(e) to issue sweat equity shares;

(f) to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares;

(g) to reduce the share capital;

(h) to remove the registered office of the Company outside the limits of the State;

(i) to commence any new lines of business;

(j) to keep registers and returns at any other place than within city, town or village in which the registered office is situated;

(k) to consent to a director or his relative or partner or firm or private company holding an office or place of profit, except that of managing director, manager, banker, or trustee

In the current Concession structure, the Authority’s fees are linked only to traffic and therefore there is no linkage between the Concessionaire’s business activities/management and the Authority fees. Hence, these highlighted items should be deleted in order to provide adequate operational flexibility to the Concessionaire. Moreover, recently concluded Indian bids did not have this provision.

No change

director, manager, banker, or trustee for debenture-holders of the Company;

(l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Company’s paid-up share capital;

(m) to apply to a court to wind-up the Company;

(n) to wind-up the Company voluntarily; (o) for various other matters pertaining to the winding up of the Company;

(p) to change the name of the Airport; and

(q) any other matter which is required by the Companies Act, 2013 (or the relevant Act in force) or any statutory re-enactment thereof to be passed by a special resolution of the shareholders of the Company.

for debenture-holders of the Company;

(l) to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Company’s paid-up share capital;

(m) to apply to a court to wind-up the Company;

(n) to wind-up the Company voluntarily; (o) for various other matters pertaining to the winding up of the Company;

(p) to change the name of the Airport; and

(q) any other matter which is required by the Companies Act, 2013 (or the relevant Act in force) or any statutory re-enactment thereof to be passed by a special resolution of the shareholders of the Company.

Clause 5.6.2 For procurement of goods, works or services and for award of leases, licences, sub-licences or any other rights or privilege where the consideration exceeds Rs. 25 Crore (Rupees Twenty Five Crore) in any Accounting Year (collectively the “Contracts”), the Concessionaire shall invite offers through open competitive bidding by means of e-tendering and shall select the awardees in accordance with the policy specified under Clause 5.6.1.

For procurement of goods, works or services and for award of leases, licences, sub-licences or any other rights or privilege where the consideration exceeds Rs. 25 50 Crore (Rupees Twenty Five Fifty Crore) in any Accounting Year (collectively the “Contracts”), the Concessionaire shall invite offers through open competitive bidding by means of e-tendering or physical tendering and shall select the awardees in accordance with the policy specified under Clause 5.6.1.

We request to increase the threshold of Rs. 25 crore to Rs. 50 crores to enable the Concessionaire to exercise its operational flexibility as the amount of Rs. 50 crores will be reasonable threshold for this particular project. So long the Concessionaire is following the competitive bidding process, it should be allowed to run the tender process physically also, since e-tendering may encounter certain technical glitches.

No change

Clause 5.6.2

……The Parties further agree that the Concessionaire shall not enter into any Associated Firm except with the prior consent of the Authority, which consent shall not be unreasonably withheld. The Parties also agree that before granting any consent hereunder, the Authority shall be entitled to seek such information as it may reasonably require in relation to the Contract and the Associated Firm with whom the Contract is proposed to be executed and in the event the Authority does not approve or reject the proposal within 30 (thirty) days of the date on which the required information has been provided, it shall be deemed that the Authority has no objection to such Contract…… As used in this Clause, the expression "Associated Firm" shall have the same meaning as ascribed to the expression "Associate", provided that the reference to 50% (fifty percent) of voting shares in respect of an Associate shall be read as 10% (ten

……The Parties further agree that the Concessionaire shall not enter into any Associated Firm except with the prior consent of the Authority, which consent shall not be unreasonably withheld. The Parties also agree that before granting any consent hereunder, the Authority shall be entitled to seek such information as it may reasonably require in relation to the Contract and the Associated Firm with whom the Contract is proposed to be executed and in the event the Authority does not approve or reject the proposal within 30 (thirty) days of the date on which the required information has been provided, it shall be deemed that the Authority has no objection to such Contract….. As used in this Clause, the expression "Associated Firm" shall have the same meaning as ascribed to the expression "Associate", provided that the reference to 50% (fifty percent) of voting shares in respect of an Associate shall be read as 10% (ten per cent) of voting shares in the case of an Associated Firm.

There should be no restrictions on any transactions undertaken by the concessionaire as long as such transactions are in compliance with the Companies Act. Further in the current Concession structure, the Authority’s fees are linked only to traffic, Concessionaire should be given flexibility to optimize its cost/revenue structure.

No change

per cent) of voting shares in the case of an Associated Firm.

Clause 5.8 The Concessionaire shall ensure that the personnel engaged by it in the performance of its obligations under this Agreement are at all times properly trained for their respective functions. The Concessionaire shall comply with the Applicable Laws and the Applicable Permits in relation to the hiring of local personnel, and shall endeavor to employ as many local personnel preferably members of Project Affected Families during the implementation, development and operations of the Project.

The Concessionaire shall ensure that the personnel engaged by it in the performance of its obligations under this Agreement are at all times properly trained for their respective functions. The Concessionaire shall comply with the Applicable Laws and the Applicable Permits in relation to the hiring of local personnel, and shall endeavor to employ as many local personnel preferably members of Project Affected Families if such persons are found to be suitable to fulfil the job requirements subject to requisite qualifications, experience, capability, competence and the Concessionaire’s employment policy, during the implementation, development and operations of the Project.

We Request you to make the suggested amendment to the Clause so that preference may be given to the persons specified subject to the requisite qualification and experience threshold and the Concessionaire’s employment policies so that service standards are not adversely affected.

No change

Clause 5.9 Obligations relating to security clearance

Requesting the Authority to replace the word “SITE” to “AIRPORT” appearing in this clause for the reason that the site is only a barren land on which construction will be done by the contractors and sub-contractors who will frequently change and the security clearance to be obtained should only be applicable after the Airport is constructed.

No change

Clause 5.15 The Concessionaire having been set up for the sole purpose of exercising the rights and observing and performing its obligations and liabilities under this Agreement, the Concessionaire or any of its subsidiaries shall not, except with the previous written consent of the Authority, be or become directly or indirectly engaged, concerned or interested in any business other than as envisaged herein

The Concessionaire having been set up for the sole purpose of exercising the rights and observing and performing its obligations and liabilities under this Agreement, the Concessionaire or any of its subsidiaries and joint venture companies shall not, except with the previous written consent of the Authority, be or become directly or indirectly engaged, concerned or interested in any business other than as envisaged herein

Request you to amend the Clause as suggested

The Concessionaire is not allowed to form or incorporate any Subsidiary and JV.

Clause 6.1.2 (c) upon written request from the Concessionaire, and subject to the Concessionaire complying with Applicable Laws, procure Applicable Permits, if any, relating to environmental protection and conservation of the Airport, excluding the the City Side Development, at the cost and expense of the Concessionaire;

(c) upon written request from the Concessionaire, and subject to the Concessionaire complying with Applicable Laws, procure Applicable Permits, if any, relating to environmental protection and conservation of the Airport, excluding the the City Side Development, at the cost and expense of the Concessionaire;

The Environmental Clearance is to be procured by the Authority for the entire Site including City Side Development. Therefore, request you to make the corresponding changes.

No change

Clause 6.1.2 The Authority agrees to provide support to the Concessionaire and undertakes to observe, comply with and perform, subject to and in accordance with the provisions of this Agreement and Applicable Laws, the following: (k) procure a 2 (two) lane access road to the Airport before COD;

(k) procure a 4 lane access road with median to the Airport before COD Appointed Date. The number of lanes to be progressively added depending on passenger traffic growth

Considering the traffic envisaged, a 4 lane access road will be required in the initial phase. Further, this will also be required during the Development Phase of the project. Kindly incorporate the highlighted change. Accordingly, this should be a Condition Precedent for the Authority under Clause 4.1.2 Additionally request clarity of the below mentioned points: • The access to airport from the Yamuna

Expressway may need an interchange or similar provision

• What is Land acquisition status for expansion of the 2 lane access road for future expansion?

• Will authority bear responsibility / cost for such expansion?

If not, what will be the treatment of the cost of interchange / access road expansion – will it be part of the regulatory asset base and hence trued up by AERA?

a) Please refer to revised DCA;

b) The Authority/Government of UP has undertaken various feasibility studies for better connectivity of the proposed Airport and has already appointed different Consultants in this respect.

c) Bidders are advised to visit Authority’s website to get update on land acquisition status

Clause 6.1.2.

(l) Assist the Concessionaire in procuring at Concessionaire’s cost, Right of Way for setting up of water pipes and electric cables to the Site.

(l) Assist the Concessionaire in procuring at Concessionaire’s cost, Right of Way for setting up of water pipes and electric cables to the Site. Provide utilities including water, electricity and sewerage upto the boundary of the Site at Authority’s cost

We Request you to modify the clause since provision of all utilities, including water, sewage and electricity infrastructure up to the boundary of the Site should be an obligation of the Authority.

No change

Clause 6.1.2.

New Clause (m) Ensuring completion of Resettlement, Rehabilitation and associated obligations in relation to the Project Affected Families at the Authority’s cost.

Since R&R is Authority’s responsibility, kindly incorporate the highlighted change.

No change

Clause 6.4 Upon request made by the Concessionaire to this effect, the Authority shall, in conformity with any regulations or guidelines that may be notified by the Government of India or the Reserve Bank of India, as the case may be, permit and enable the Concessionaire to secure refinancing, in whole or in part, of the Debt Due on such terms as may be agreed upon between the Concessionaire and the entity providing such refinancing; provided, however, that the refinancing hereunder shall always be subject to the prior consent of the Authority, which consent shall not be unreasonably withheld. For the avoidance of doubt, the tenure of debt refinanced hereunder may be determined mutually between the Senior Lenders and the Concessionaire, but the repayment thereof shall be completed no later than 1 (one) year prior to expiry of the Concession Period.

Upon request made by the Concessionaire to this effect, the Authority shall, in conformity with any regulations or guidelines that may be notified by the Government of India or the Reserve Bank of India, as the case may be, permit and enable the Concessionaire to secure refinancing, in whole or in part, of the Debt Due on such terms as may be agreed upon between the Concessionaire and the entity providing such refinancing; provided, however, that the refinancing hereunder shall always be subject to the prior consent of the Authority, which consent shall not be unreasonably withheld and shall be limited to verify such addition, replacement or amendment that has, or may have, the effect of imposing or increasing any financial liability or obligation on the Authority. For the avoidance of doubt, the tenure of debt refinanced hereunder may be determined mutually between the Senior Lenders and by the Concessionaire, but the repayment thereof shall be completed no later than 1 (one) year prior to expiry of the Concession Period.

• Concessionaire should be allowed to refinance or avail debt required for Airport without approval from government.

• Further: o Scope of authority while reviewing

loan documents should be clearly defined and limited to ensure that there are no additional obligations on authority

o In case of refinance leading to

change in tenor of loan, Senior Lenders’ consensus requirement should be dependent on the terms of financing documents. It should not be made mandatory for Concessionaire to take approval of Senior Lender for such refinance.

Kindly incorporate the suggested change.

No change

Clause 7.2 (g)

It has good and valid right to the site………….

It has good and valid title/right to the site………….

• We request you to please mention “title” as highlighted as we understand that the Authority shall have the ownership over the land in order to license/lease to the Concessionaire.

No change

Clause 9.1.1 The Concessionaire shall, for the performance of its obligations hereunder, provide to the Authority no later than 180 (one hundred and eighty days) from the date of issue of the LOA, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. 100 crore (one-hundred crore)3 in the form set forth in Schedule-F (the “Performance Security”).

The Concessionaire shall, for the performance of its obligations hereunder, provide to the Authority no later than 180 (one hundred and eighty days) from the date of issue of the LOA on or before the Appointed Date, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. 100 crore (one-hundred crore) in the form set forth in Schedule-F (the “Performance Security”).

BG limits with any bank/ FI shall be available with Concessionaire at the time of Financial close only. Thus such BG can be issued once Financial close is achieved. Clause 29.1.1 allows to complete financial close in 180 days from signing of the agreement. Please align this clause with Clause 4.1.3 and Clause 29.1.1 • Kindly incorporate the suggested change.

No change

Clause 9.2 “……..Upon such encashment and appropriation from the Performance Security, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial appropriation, to the original level of the Performance Security, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, failing which the Authority shall be entitled to terminate this Agreement in accordance with Article 42…….”

“……..Upon such encashment and appropriation from the Performance Security, the Concessionaire shall, within 15 (fifteen) days 30 (thirty) days thereof, replenish, in case of partial appropriation, to the original level of the Performance Security, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, failing which the Authority shall be entitled to terminate this Agreement in accordance with Article 42…….”

We request you to amend the Clause in light of Clause 42.1.1(a)

No change

Clause 9.4 The Parties expressly agree that upon release of the Performance Security in accordance with the provision of Clause 9.3, a substitute Performance Security for a like amount shall be deemed to be created under this Clause 9.4, as if it is a Performance Security under Clause 9.1 for and in respect of the entire Concession Period (the “Deemed Performance Security”). The Deemed Performance Security shall be unconditional and irrevocable, and shall, notwithstanding anything to the contrary contained in Clause 36.3, constitute the first and exclusive charge on an equivalent balance in the Escrow Account and on all amounts due and payable by the Concessionaire to the Authority, and the Authority shall be entitled to enforce the Deemed Performance Security through a withdrawal from the Escrow Account or by making a deduction from the amounts due and payable to it by the Concessionaire in

NA Please advise how first and exclusive charge on an equivalent balance in the Escrow Account will work. Does it mean that lenders will not have charge over Rs. 100 Cr of funds under Escrow account throughout the life of concession. If yes, then it will dilute the security available to lenders and will be a concern for the financing.


accordance with the provisions of Clause 9.5…………..

Clause 10.2.3

The licence, access and right of way granted by this Agreement to the Concessionaire shall always be subject to existing rights of way and the Concessionaire shall perform its obligations in a manner that the Airport is open to Users at all times during the Concession Period, save and except during the hours for which closure thereof shall have been permitted by the Authority.

NA Please clarify, which person/entity has been granted the existing right of way and for what purpose.

The Clause is self-explanatory

Clause 10.3 Procurement of the Site NA While procuring the necessary land, the Authority shall ensure that all the land parcels in different survey numbers should be suitably amalgamated and consolidated into one survey number wherein one Taluka / Town Planning Authority as may be applicable will be the Local Governing Body. [ since the land parcel pertains to 7 Villages as per Annexure I Schedule A] In order to expedite the approval process through a single window mechanism, we request the Authority to establish a planning & development authority having adequate representation from the concessionaire prior to the Appointed Date. The proposed planning & development authority will be the nodal agency for all approvals as may be required from the State Government/municipality/taluka/other local authorities

No change

Clause 10.3.2

the Authority shall have granted vacant access and Right of Way such that the Appendix shall not include more than 10% (ten per cent) of the total area of the Site required and necessary for the Airport

the Authority shall have granted vacant access and unencumbered Right of Way such that the Appendix shall not include more than 10% (ten per cent) of 100% of the total area of the Site required and necessary for the Airport

100% of the land availability before Appointed Date is necessary to ensure the bankability of the project. In light of this, kindly make necessary changes in Clause 10.3.1 and other relevant clauses.

No change

Clause 10.3.2

…and in the event Financial Close is delayed solely on account of delay in grant of such vacant access and Right of Way, the period for the achievement of the Financial Close shall be extended by the Authority in accordance with the provisions of Clause 4.2….

NA In case the Financial Close is delayed on account of Authorities delay in granting of Right of Way for remaining land in terms of Clause 10.3.2, the Concessionaire shall be entitled to get an extension under Clause 4.1.3 and Clause 29.1 accordingly. Reference of Clause 4.2 appears to be wrong.


Clause 10.3.4

The Authority shall make best efforts to procure and grant, no later than 180 (one hundred and eighty) days from the Appointed Date, the Right of Way to the Concessionaire in respect of all land included in the Appendix

The Authority shall make best efforts to procure and grant, no later than 180 (one hundred and eighty) 90 (ninety) days from the Appointed Date, the Right of Way to the Concessionaire in respect of all land included in the Appendix

Request you to delete ‘make best efforts to’ since the Authority is under an obligation to provide the entire land within the defined timeline. amend the Clause as highlighted. We request you to amend the Clause to mention 90 days as reflected in Clause 10.3.6

No change

Clause 10.3.5

…it is expressly agreed that Construction Works on all lands for which Right of Way is granted within 180 (one hundred and eighty) days of the Appointed Date shall be completed on or before the Scheduled Completion Date….

…it is expressly agreed that Construction Works on all lands for which Right of Way is granted within 180 (one hundred and eighty) 90 (ninety) days of the Appointed Date shall be completed on or before the Scheduled Completion Date….

We request you to amend the Clause to mention 90 days as reflected in Clause 10.3.6

No change

Clause 10.6 Special/ temporary right of way The Concessionaire shall bear all costs and charges for any special or temporary right of way required by it in connection with access to the Site. The Concessionaire shall obtain at its cost such facilities on or outside the Site as may be required by it for the purposes of the Airport and the performance of its obligations under this Agreement.

Special/ temporary right of way The Authority Concessionaire shall bear all costs and charges for any special or temporary right of way required by it the Concessionaire in connection with access to the Site. The Authority Concessionaire shall obtain at its cost such facilities on or outside the Site as may be required by it the Concessionaire for the purposes of the Airport and the performance of its obligations under this Agreement.

Providing any connectivity to the Site including special/ temporary right of way should be the responsibility of the Authority, and the cost, if any towards providing such right of way should be borne by the Authority.

No change

Clause 11.4 The Authority shall assist the Concessionaire in obtaining the Applicable Permits for felling of trees to be identified by the Authority for this purpose if and only if such trees cause a material adverse effect on the construction, operation or maintenance of the Airport. In the event of any delay in felling thereof for reasons beyond the control of the Concessionaire, it shall be excused for failure to perform any of its obligations hereunder if such failure is a direct consequence of delay in the felling of trees. For the avoidance of doubt, the costs and expense in respect of felling of trees shall be borne by the Concessionaire and any revenues thereof shall be paid to the Authority.

NA We request the Authority to suitably modify this clause to ensure that Authority should remain liable and should obtain all requisite approvals for felling of trees as identified by the Authority which will have material adverse effect on the Project. In case of any delay in felling for reasons whatsoever, the Concessionaire shall be excused for failure to perform any of its obligations under the CA if such failure is direct consequence of delay in felling of trees. The costs of felling the trees shall be borne by the Authority. We also request the Authority to allow extension of the period of project milestones (construction period) for such number of days for which delay in felling the trees was caused and such extension should also result in the extension of the Concession Period

No change

Clause 11.4 The Authority shall assist the Concessionaire in obtaining the Applicable Permits for felling of trees to be identified by the Authority for this purpose if and only if such trees cause a material adverse effect on the construction, operation or maintenance of the Airport….

The Authority shall procure assist the Concessionaire in obtaining the Applicable Permits for felling of trees to be identified by the Authority for this purpose if and only if such trees cause a material adverse effect on the construction, operation or maintenance of the Airport……..

Request to maintain the necessary changes in light of Clause 4.1.2 We also Request you to allow extension of the period of project milestones (construction period) as well as the extension of COD for such number of days for which delay in felling the trees was caused and such extension should also result in the extension of the Concession Period

No change

Clause 12.6 Concessionaire shall undertake development of car park

Concessionaire shall undertake or cause to undertake the development of car park

Kindly incorporate the highlighted change.


Clause 12.7, Clause 26.4.1

Concessionaire shall undertake development of cargo facility

Concessionaire shall undertake or cause to undertake the development of cargo facility

Kindly incorporate the highlighted change.


Clause 14.4 14.4 Completion of Punch List items 14.4.1 … (b) 0.2% (zero point two per cent) of the cost of completing such items as estimated by the Independent Engineer. Subject to payment of such Damages, the Concessionaire shall be entitled to a further period not exceeding 120 (one hundred and twenty) days for completion of the Punch List items. For the avoidance of doubt, it is agreed that if completion of any item is delayed for reasons solely attributable to the Authority or due to Force Majeure, the completion date thereof shall be determined by the Independent Engineer in accordance with Good Industry Practice,

14.4 Completion of Punch List items 14.4.1 … (b) 0.2% (zero point two per cent) of the cost of completing such items as estimated by the Independent Engineer subject to a maximum of 1% of Performance Security.Subject to payment of such Damages, the Concessionaire shall be entitled to a further period not exceeding 120 (one hundred and twenty) days for completion of the Punch List items. For the avoidance of doubt, it is agreed that if completion of any item is delayed for reasons solely attributable to the Authority or any third party or due to Force Majeure, the completion date thereof shall be determined by the Independent Engineer in accordance with Good Industry Practice,…

Please provide a limitation on the Concessionaire’s liability at 1% of the Performance Security.

No change

Clause 16.1.5

…16.1. O&M obligations of the Concessionaire …Further if the Concessionaire has received any payment from the Authority under the provisions of Article 16 for Change of Scope and the Change of Scope order or part thereof is accepted and considered by AERA for the determination of tariff, the Concessionaire shall refund the amounts (or part thereof in the ratio of expenditure approved by AERA vis-à-vis total expenditure as per change in Scope order) received from the Authority for such Change of Scope in not more than 60 days of AERA accepting such Capital expenditure for the determination of tariff

… 16.1. O&M obligations of the Concessionaire …Further if the Concessionaire has received any payment from the Authority under the provisions of Article 16 for Change of Scope and the Change of Scope order or part thereof is accepted and considered by AERA for the determination of tariff, the Concessionaire shall refund the amounts (or part thereof in the ratio of expenditure approved by AERA vis-à-vis total expenditure as per change in Scope order) received from the Authority for such Change of Scope in not more than 120 60 days of AERA accepting such Capital expenditure for the determination of tariff

Referencing error. Kindly make the necessary change. Kindly increase the number of days to 120.


Clause 17.1.1(m)

Maintaining the Airfield Lighting System and the main and standby power supply systems in accordance with the standards prescribed in Applicable Laws and relevant ICAO Documents and Annexes;

Maintaining the Airfield Lighting System and the main and standby power supply systems in accordance with the standards prescribed in Applicable Laws and relevant Latest DGCA CAR, ICAO & FAA circulars (wherever applicable) Documents and Annexes;

The latest ICAO/ DGCA CAR guidelines are more prescriptive of the requirements


Clause 17.8.1

…..(a) 0.5% (zero point five per cent) of Average Daily Revenue, and (b) 0.1% (zero point one per cent) of the cost of such repair or rectification as estimated by the Independent Engineer. Recovery of such Damages shall be without prejudice to the rights of the Authority under this Agreement, including the right of Termination thereof…

…..(a) 0.5% (zero point five per cent) of Average Daily Revenue, and (b) 0.1% (zero point one per cent) of the cost of such repair or rectification as estimated by the Independent Engineer, limited to a maximum amount of the 10% of the Performance Security. Recovery of such Damages shall be without prejudice to the rights of the Authority under this Agreement, including the right of Termination thereof…

Please provide limitation of liability of the Concessionaire.

No change

Clause 17.15 (i)

…. (d) radio navigational aids installed at the airfield should be made available for IAF aircraft operation on request including for transiting flights for navigational assistance. The radio navigational aids serving the airfield shall be switched on/off for operational reasons, whenever instructed by IAF; (e) shall ensure that installation of radars and nav-aids at the airfield shall not cause interference with IAF radar and nav-aids operational at nearby IAF aerodromes such as Hindan and Agra … (i) earmarking of airspace, ATS routes, Arrival/departure routes and instrument approach procedures at the Airport shall not infringe/interfere with the IAF restricted, prohibited and danger air spaces and ATS procedures in vogue at IAF aerodromes. A separate MoU is to be established for usage of airspace with IAF ATS unit;….

…. (d) radio navigational aids installed at the airfield should be made available for IAF aircraft operation on request including for transiting flights for navigational assistance. The radio navigational aids serving the airfield shall be switched on/off for operational reasons, whenever instructed by IAF;.. (e) shall ensure that installation of radars and nav-aids at the airfield shall not cause interference with IAF radar and nav-aids operational at nearby IAF aerodromes such as Hindan and Agra … (i) earmarking of airspace, ATS routes, Arrival/departure routes and instrument approach procedures at the Airport shall not infringe/interfere with the IAF restricted, prohibited and danger air spaces and ATS procedures in vogue at IAF aerodromes. A separate MoU is to be established for usage of airspace with IAF ATS unit;….

Only the government instrumentalities such as AAI / Authority have the locus standi for ensuring these functions. Accordingly, these should be part of CNS ATM agreement and should be included as Conditions Precedent of the Authority. We also request Authority to provide the details and form/draft of such MoU before the bid submission date to enable the Bidders to evaluate any potential implication from the same. Kindly also confirm that no restrictions on ATM/air space/ ATS route will be applicable for the proposed airport.


(m) ensure direct communication facilities between the ATC at the Airport and ATC, Air Force Station Hindan;

(m) ensure direct communication facilities between the ATC at the Airport and ATC, Air Force Station Hindan;

Clause 17.15.1.

The Concessionaire acknowledges and agrees that the Defence Forces shall, at all times have the right to use the Airport and all facilities thereof, without any restriction or constraint of any nature whatsoever, on payment of applicable charges in accordance with Applicable Laws and subject to condition specified in Clause 17.15.3

NA Authority to clarify the conditions under which Defence forces shall pay the applicable charges for usage of airport facilities


Clause 17.15.3

Notwithstanding anything contained contrary elsewhere, the Concessionaire shall: (b) provide a separate apron of approximately 450Mx150M for parking wide bodied aircraft with office space for operation of IAF aircraft during hostilities/exercise/HADR missions

(b) provide a space separate apron of approximately 450Mx150M for parking wide bodied aircraft with airside access, space for office for operation of IAF aircraft during hostilities/exercise/HADR missions

Space will be provided with Airside access No change

Clause 17.15.3

(h) provide 10 acres of land gratis for development of IAF enclave

NA Please clarify if this requirement of 10 acres of land is inclusive of the Apron space specified in item (b) Also, kindly confirm that this 10 acre does not require direct airside access.

Bidders are requested to refer to the NOC issued by Ministry of Defence.

Clause 17.17

The Concessionaire shall provide adequate space for parking of 2 (two) Code C aircrafts (aeroplane and helicopter) of the Authority or its nominees including 1 (one) hangar in the Airport. The Concessionaire agrees and undertakes to cooperate with and assist the Authority and its nominees, in the movement of their aircraft at the Airport and to facilitate the use of the Airport, on priority basis.

The Concessionaire shall provide adequate space for parking of 2 (two) Code C aircrafts (aeroplane and helicopter) of the Authority or its nominees including space for 1 (one) hangar in the Airport. The Concessionaire agrees and undertakes to cooperate with and assist the Authority and its nominees, in the movement of their aircraft at the Airport and to facilitate the use of the Airport, on priority basis.

Space will be provided for a hangar, however construction of the hangar shall be excluded from the concessionaire scope.

No change

Clause 17.17

Use by aircrafts of the Authority

Use by aircrafts of the Authority Use of Airport for Authorities Aircraft

We Request you to amend the Clause heading as suggested.


Clause 17.18.1

The Concessionaire shall procure water and electricity, as may be necessary for operation of the Airport, from the respective local utilities upon payment of charges in accordance with Applicable Laws. It is agreed that the Concessionaire shall install its own plant for standby supply of electricity as may be necessary for operation of the Airport.

NA Request authority to provide the details of nearest electrical substation and available voltage rating to tap the power supply to the Airport. Also requesting authority to provide the nearest water source to extend the water supply to the Airport

Bidders are requested to refer to Authority’s website for details.

Clause 17.18.2

The Concessionaire shall comply with the provisions of the Electricity Act, 2003 and the rules and regulations made thereunder for the purposes of the availing, generation or distribution of the electricity, for the purposes of the Project.

The Concessionaire shall comply with the provisions of the Electricity Act, 2003 and the rules and regulations made thereunder for the purposes of the availing, generation or distribution of the electricity, for the purposes of the Project and also follow state electricity regulatory commission rules(ERC)

Kindly include the suggested language since different states will have different regulations for distribution of power.

No change

Clause 18.2.2

The concessionaire shall provide Ground Handling service

The concessionaire shall provide or cause to provide Ground Handling service.

Activity to be governed by Ground Handling Policy, 2018. Kindly incorporate the highlighted change.


Clause 19.1.8

(c) not less than [4 (four)] kiosks or outlets for vending beverages and snacks to passengers, and operated by competing vendors.

(c) not less than [4 (four)] kiosks or outlets for vending beverages and snacks to passengers, and operated by competing vendors.

Suggested deletion is requested to retain the Concessionaire’s operational flexibility.

No change

Clause 19.1.10

The Concessionaire shall ensure the availability of waiting areas for passengers such that seating capacity for atleast 30% (thirty percent) of the Peak Hour Traffic is available at the Terminal Building.


The Concessionaire should be allowed the flexibility to design the seating spaces as per the level of service agreed in CA and the specifications mentioned in the relevant schedules.

No change

Clause 19.2.2

The Concessionaire shall publish and implement the User Charter in accordance with the provisions of Clause 26.11.

The Concessionaire shall publish and implement the User Passenger Charter in accordance with the provisions of Clause 26.11 Clause 26.10.

The term User Charter is not defined. The term should be replaced with Passenger Charter.


Clause 19.3.3

The Concessionaire shall set up and operate first aid facilities within the Terminal Building in the manner specified in Clause 5.10.

The Concessionaire shall set up and operate first aid facilities within the Terminal Building in the manner specified in Clause 5.10 Clause 5.12.

Setting up of first aid facilities is not covered under Clause 5.10. Request you to align the same accordingly.


Clause 19.4.3

The Concessionaire shall supply electricity and water, at its own cost and expense, to the Reserved Area within the Terminal Building.

The Concessionaire shall supply electricity and water, on chargeable basis at its own cost and expense, to the Reserved Area within the Terminal Building.

Suggested revision is requested to ensure judicious use of utilities. Also, the Concessionaire should not be expected to bear charges for the entities referred in Clause 19.4.1

No change

Clause 19.6.3

Notwithstanding anything to the contrary contained in this Clause 19.6, the Concessionaire shall enable airline, at the option of such airline, to provide Check-in Services to the Users of that airline on payment of a service fees to the Concessionaire on mutually agreed amount and/or as determined by AERA as per Applicable Laws related to Aeronautical tariff determination

Notwithstanding anything to the contrary contained in this Clause 19.6, the Concessionaire shall enable airline, at the option of such airline, to provide Check-in Services to the Users of that airline on payment of a service fees to the Concessionaire on mutually agreed amount. and/or as determined by AERA as per Applicable Laws related to Aeronautical tariff determination

It is not in the purview of AERA under the AERA act 2008. It is the contractual arrangement between authority and concessionaire, AERA has no role to play, hence please delete the highlighted section.

No Change

Clause 21.2.2

The Concessionaire shall not sub-license, assign or in any manner create an Encumbrance on any part of the Cargo Facilities except in accordance with the provision of Clause 5.2.

The Concessionaire shall not sub-license, assign or in any manner create an Encumbrance on any part of the Cargo Facilities except in accordance with the provision of Clause 5.2.

Cargo should be allowed to be sub-licensed at the option of Concessionaire.


Clause 22.2.2

In the event the Authority or any Designated GOI Agency, as the case may be, deems it necessary, it may at its own cost, install at the Airport, any radars, equipment, buildings, works or facilities necessary for the provision of en-route air navigation services and the Concessionaire hereby undertakes that it shall provide all necessary support and assistance in respect thereof.

In the event the Authority or any Designated GOI Agency, as the case may be, deems it necessary, it may at its own cost, install at the Airport, any radars, equipment, buildings, works or facilities necessary for the provision of en-route air navigation services and the Concessionaire hereby undertakes that it shall provide all necessary support and assistance in respect thereof, without impacting the Masterplan or Operational Capacity of the Airport.

Kindly incorporate the highlighted text to ensure no impact on airport operations.

No change

Clause 22.2.3 & 22.2.5

22.2.3 In the event that the Concessionaire shall require the Designated GOI Agency to upgrade the equipment deployed by it for the provision of Reserved Services, including the CNS/ATM Equipment, to a level which may be in excess of or higher than the requirements set forth in ICAO Documents and Annexes, then all costs incurred on such incremental upgradation of the equipment and the additional costs of operation thereof shall be borne by the Concessionaire and paid in advance annually to the Designated GOI Agency. 22.2.5 The Authority or the Designated GOI Agency shall at all times procure the standard of service required to ensure that the runway movements per hour shall be within the range being achieved at 5 (five) airports having the highest traffic, measured in terms of jet aircraft movements, and operating under similar runway configurations

22.2.3 In the event that the Concessionaire shall require the Designated GOI Agency to upgrade the equipment deployed by it for the provision of Reserved Services, including the CNS/ATM Equipment, to a level which may be in excess of or higher than the requirements set forth in ICAO Documents and Annexes, then all costs incurred on such incremental upgradation of the equipment and the additional costs of operation thereof shall be borne by the Concessionaire and paid in advance annually to the Designated GOI Agency.

Given that the Concessionaire is not responsible for provision of CNS/ATM services as per the applicable standards and such responsibility vests with the Authority and/or designated GOI Agency, hence kindly make the suggested change.

No change

and meteorological conditions within the Asia Pacific Region.

Clause 22.4.5

The Concessionaire shall not be entitled to any compensation for disruption of its operations or loss or damage resulting from the actions of the Authority or any Designated GOI Agency, save and except those resulting from wilful or grossly negligent acts or omissions of the Authority or Designated GOI Agency, as the case may be.

The Concessionaire shall not be entitled to any compensation for disruption of its operations or loss or damage resulting from the actions of the Authority or any Designated GOI Agency in relation to the Reserved Services, save and except those resulting from wilful or grossly negligent acts or omissions of the Authority or Designated GOI Agency, as the case may be.

While we assume, the intent was to restrict the actions of the Authority or any Designated GOI Agency to Article 22, the language has been inserted for clarity. Further, the mechanism for computation of the aforesaid compensation is not clear. Hence, clarity is sought in relation to the same.

No change

Clause 22.4.7

… It may be clarified, in case the recovery of costs from Users as allowed/limited by Applicable Laws and determined by AERA are not sufficient to meet the cost of Designated GOI Agency, the shortfall hereunder shall be fully borne by the Concessionaire.

NA The cost of security of the airport should be first met by the Airport Security Fee (ASF) fund and in case of remaining shortfall if any same should be passed through in the aeronautical tariff. This is in line with MoCA order dated 7th June, 2019 regarding revision of Airport Security Fees (ASF), which will come into effect from1st July 2019. Also, please insert an enabling provision so that shortfall, if any should be allowed as pass through in the determination of aeronautical charges.

No change

Clause 22.5 For regulating the use of the Airport in accordance with Applicable Laws and this Agreement, the Authority shall assist the Concessionaire in procuring assistance from the Police, including for setting up of a Police aid post (the “Police Aid Post”) at the Airport.

For regulating the development and use of the Airport in accordance with Applicable Laws and this Agreement, the Authority shall assist the Concessionaire in procuring assistance from the Police, including for setting up of a Police aid post (the “Police Aid Post”) at the Airport Site.

Please make necessary changes No change

Clause 22.8.2



The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence we request you to kindly remove residential accommodation from the scope of the concessionaire

No change

Clause 24.1.2

At all times during Operation Period, the Concessionaire shall, no later than 10 (ten) days after the close of each quarter, furnish to the Authority a quarterly management report, which shall be a summary of… (c) key financial parameters for the quarter, as benchmarked against the quarterly budget, the reasons for shortfall, if any, and proposals to remedy the same; and (d) quarterly budget for the succeeding quarter, along with strategies for improving the Airport’s financial performance.

At all times during Operation Period, the Concessionaire shall, no later than 10 (ten) days after the close of each quarter, furnish to the Authority a quarterly management report, which shall be a summary of… (c) key financial parameters for the quarter, as benchmarked against the quarterly budget, the reasons for shortfall, if any, and proposals to remedy the same; and (d) quarterly budget for the succeeding quarter, along with strategies for improving the Airport’s financial performance.

Given the Concession structure, the requirement should be limited to sharing the operational information


Clause 25.4 and Schedule O

25.4.1. For determining the actual traffic on the Airport, the Authority shall be entitled to inspect the relevant records of the Concessionaire, and may, at its own cost, undertake traffic sampling substantially in the manner set forth in Schedule-O or in such manner as the Parties may agree upon. The Concessionaire shall provide such assistance as the Authority may reasonably require for such traffic sampling.

25.4.2. If the traffic sampling pursuant to this Clause 25.4 demonstrates that the actual traffic is more than the traffic reported by the Concessionaire, the traffic determined by the traffic sampling shall be deemed to be the traffic for purposes of this Agreement and in the event of any Dispute relating to the traffic sampling, the Dispute Resolution Procedure shall apply. For the avoidance of doubt, Realisable Fee for any comparable period shall be calculated with

25.4.1. For determining the actual traffic on the Airport, the Authority shall be entitled to inspect the relevant records of the Concessionaire, and may, at its own cost, undertake traffic sampling substantially in the manner set forth in Schedule-O or in such manner as the Parties may agree upon. The Concessionaire shall provide such assistance as the Authority may reasonably require for such traffic sampling.

25.4.2. If the traffic sampling pursuant to this Clause 25.4 demonstrates that the actual traffic is more than the traffic reported by the Concessionaire, the traffic determined by the traffic sampling shall be deemed to be the traffic for purposes of this Agreement and in the event of any Dispute relating to the traffic sampling, the Dispute Resolution Procedure shall apply. For the avoidance of doubt, Realisable Fee for any comparable period shall be calculated with reference to the traffic determined hereunder.

This clause is not relevant to airports. Further, Traffic sampling is not the correct method for estimation of actual airport traffic due to the higher variability of traffic across seasons and operating hours. Hence, kindly delete the clause and all its manifestation. Additionally, Authority may refer to the published traffic statistics of all the airports available on Airports Authority of India’s website

No change

reference to the traffic determined hereunder.

Article 26 Clause referencing throughout Article 26

Clause referencing throughout Article 26 is not in order. Request you to align the same for ease of reference.


Clause 26.4.2

The Concessionaire shall, at all time after COD, procure that: (a) the time taken for processing of incoming cargo shall not exceed the time specified in Schedule L; and, (b) the time taken for processing of outgoing cargo shall not exceed the time specified in Schedule L.

Schedule-L does not prescribe any parameters for cargo. Request to kindly delete this clause.


Clause 26.7.1

The Concessionaire shall participate in the passenger survey of Airport Service Quality (the “ASQ”) undertaken by Airports Council International (the “ACI”) or any equivalent substitute thereof, conducted every quarter and shall ensure that the Airport achieves and maintains a rating of at least 4.2 (four point two) out of 5.0 (five) in such survey (the “Target Rating”) and maintain the same throughout the rest of the Concession Period.

Commencing from the 4th anniversary of the COD, the Concessionaire shall participate in the passenger survey of Airport Service Quality (the “ASQ”) undertaken by Airports Council International (the “ACI”) or any equivalent substitute thereof, conducted every quarter and shall ensure that the Airport achieves and maintains a rating of at least 4.2 (four point two) out of 5.0 (five) in such survey (the “Target Rating”) and maintain the same throughout the rest of the Concession Period.

A time period of 3 years would be required for stabilization of operations at the airport and hence attain the standards required to achieve the stipulated ASQ rating. Hence, kindly incorporate the suggested change.

No change

Clause 26.9 The concessionaire shall ensure and procure compliance of each of the Key Performance Indicator specified in the Article 26 and for any shortfall in performance during a quarter, shall be liable for Damages. Any such damages will be determined by AERA and adjusted against the aeronautical charges for the specified period….

The concessionaire shall ensure and procure compliance of each of the Key Performance Indicator specified in the Article 26 and for any shortfall in performance during a quarter, shall be liable for Damages. Any such damages will be determined by AERA and adjusted against the aeronautical charges for the specified period…

The determination of damage on account of non-compliance of KPI provided under concession agreement is not in the purview of AERA under the AERA act 2008. It is the contractual arrangement between authority and concessionaire, AERA has no role to play, hence please delete the highlighted section

No change

Clause 26.9 …….In case the damages are determined by the Authority, the damages due and payable under this clause 26.10 shall, save and except as provided in Clauses 26.6.3 and 26.8.4, be determined at the rate of 1% of the total revenue from Fees in the respective quarter for every shortfall of 10% in any single performance indicator specified in this Article 26; provided, however, that where the shortfall cannot be quantified, the Damages shall be determined at the rate of 2% of the total revenue from the Fees for the relevant quarter..

…….In case the damages are determined by the Authority, the damages due and payable under this clause 26.10 shall, save and except as provided in Clauses 26.6.3 and 26.8.4, be determined at the rate of 0.1% of the Performance Security subject to a maximum of 10% of the Performance Security 1% of the total revenue from Fees in the respective quarter for every shortfall of 10% in any single performance indicator specified in this Article 26; provided, however, that where the shortfall cannot be quantified, the Damages shall be determined at the rate of 0.2% of Performance Security subject to a maximum of 10% of the Performance Security 2% of the total revenue from the Fees for the relevant quarter..

The Damages stipulated in this clause are disproportionately and unreasonably high. We request that Damages be linked to Performance Security.

No change

Clause 27.2 Duties and functions NA Authority is requested to limit the role of Independent Engineer to capital expenditure / projects only, and not to operational phase.

No change

Clause 28.1.1

…and to exploit such development for commercial purposes with the right to sub-license any or all parts thereof by means of Project Agreements.

NA We request that any Agreement relating to City Side Development should not form a part of Project Agreement. Definition of “Project Agreement” should be modified accordingly.

No change

Article 28, Annex -I (Schedule A)

- NA We understand that the Concessionaire has the flexibility to earmark the same quantum of land available for City Side, as defined in Schedule A, within the Project Site as per the Master Plan submitted by the Concessionaire. Kindly confirm

Yes

Clause 28.4.1 & Schedule A - Annex (IV)

The Concessionaire shall procure that City Side Development and its land use shall at all times be in conformity with Applicable Laws and may include construction and operation of hotels, restaurants, convention centre, training centre, staff residence and hostels for employees working at the Airport, retail shops for passengers and tourists, travel related offices and amenities or analogous uses and any other activities provided as positive list in Annex IV of Schedule A.

NA In light of the liberalization of End use restriction of future greenfield airports under PPP as envisaged under NCAP policy, 2016, we request to allow the Concessionaire to make suitable modifications. For your ready reference, the relevant provision under NCAP, 2016 is reproduced as under: “There are restrictions on the use of land allocated for commercial use of airport. MoCA will explore ways to unlock the potential of the same by liberalizing the end-use restrictions for existing (excluding PPP) and future greenfield and brownfield airports of AAI and future greenfield and brownfield airport projects under PPP.” Moreover, this is in line with the recent Indian Bids.

No change .

Clause 28.5 Subject to the provisions of the Master Plan, the Floor Space Index (FSI) of City Side Development shall be the lower of 2.5 (two point five) and the limit specified by local authorities under Applicable Laws

NA FSI of City Side development should be governed by Global FSI norms and local laws only. There should not be any capping on FSI. This clause needs to be modified accordingly.

No Change

Clause 28.6.3

Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Clause 28.6.2, the Concessionaire shall not sub-license, assign or in any manner create an Encumbrance on any Project Asset forming part of City Side Development without prior written approval of the Authority, which approval the Authority may, in its discretion, deny only if such sub-licence, assignment or Encumbrance has or may have a material adverse effect on the rights and obligations of the Authority under this Agreement….

Notwithstanding anything to the contrary contained in this Agreement, but subject to the provisions of Clause 28.6.2, the Concessionaire shall not sub-license, assign or in any manner create an Encumbrance on any Project Asset forming part of City Side Development without prior written approval of the Authority, which approval the Authority may, in its discretion, deny only if such sub-licence, assignment or Encumbrance has or may have a material adverse effect on the rights and obligations of the Authority under this Agreement….

There is already an enabling provision for sub-licensing of City Side Development Hence we request to delete this clause requiring prior approval of the Authority. The Concessionaire is anyways complying with best industry practice and sub licensing while keeping in view the national security and public interest.

No change

Clause 28.6.4

…For the avoidance of doubt, the Concessionaire agrees to procure that the consideration payable to it for any sub-licence, assignment or other Encumbrance shall accrue evenly over the Concession Period and shall be payable no less frequently than once every quarter; provided that nothing in this Article 28 shall prohibit the Concessionaire from adjusting the whole or any part of the consideration in proportion to the fluctuations in the grantee’s revenues or profits over the Concession Period or specifying annual increase not exceeding 12% (twelve percent) per annum in such consideration.

…For the avoidance of doubt, the Concessionaire agrees to procure that the consideration payable to it for any sub-licence, assignment or other Encumbrance shall accrue evenly over the Concession Period and shall be payable no less frequently than once every quarter; provided that nothing in this Article 28 shall prohibit the Concessionaire from adjusting the whole or any part of the consideration in proportion to the fluctuations in the grantee’s revenues or profits over the Concession Period or specifying annual increase not exceeding 12% (twelve percent) per annum in such consideration.

Request you to delete the highlighted portion, since such increase will depend on the market parameters. Moreover, recently concluded Indian bids did not have this provision.

No change

Clause 31.2.1 and 31.4

Premium, Total Annual Traffic

NA Please provide the meaning/definition of total traffic for the purpose of calculation of Premium. Further, since there are exempted passengers for which the airport operator is not allowed to charge the UDF / PSF or any passenger fee, we request to clarify that the exempted passengers would be excluded from the definition/meaning of total traffic. Accordingly, reference of total traffic in the CA may please be modified to bring more clarity. The term “Total Annual Traffic” used in clause 31.4 needs to be defined /clarified. We propose the following definition: “Total Traffic” means the total number of passengers, including embarking, and disembarking passengers, who use the Airport but shall not include passengers who arrive at and depart from the Airport on a flight bearing the same number and shall also not include the exempted passenger for which the Airport operator is not allowed to charge UDF/PSF.


Clause 31.4 The Authority may, in order to satisfy itself that the Concessionaire is reporting its Total Annual Traffic honestly and faithfully, depute its representatives to the Airport, and undertake such other measures and actions as it may deem necessary, to ascertain the actual Total Annual Traffic of the Concessionaire in accordance with Clause 25.4. The Authority may call upon any data, information, log, sheet, document or statement, as it may deem fit and necessary for the purposes of the determination of the Total Annual Traffic handled by the Concessionaire.

The Authority may, in order to satisfy itself that the Concessionaire is reporting its Total Annual Traffic honestly and faithfully, depute its representatives to the Airport, and undertake such other measures and actions as it may deem necessary, to ascertain the actual Total Annual Traffic of the Concessionaire in accordance with Clause 25.4. The Authority may call upon any data, information, log, sheet, document or statement, as it may deem fit and necessary for the purposes of the determination of the Total Annual Traffic handled by the Concessionaire.

Request you to delete the highlighted text of the Clause in light of deletion of Clause 25.4

No change .

Clause 31.5 New Clause For avoidance of any doubt, the License Fee specified in clause 31.5 shall be considered for pass through for the determination of the Aeronautical Charges.

In light of the TDSAT order (AERA Appeal No.6 of 2012) dated 23rd April 2018, kindly add the highlighted enabling provision to confirm that License Fee will be considered as pass through in the determination of aeronautical charges.


Clause 32.3.6

The Concessionaire shall have to work with AERA to explore ways to keep the tariffs comparable with the tariffs of the neighbouring airports.


The airport charges for any airport depends on its lifecycle, the new asset will always carry higher tariff and cannot be compared with the airport which attained maturity. Hence kindly delete the clause.

No change

Clause 32.5.3

Any review of Aeronautical Charges under the provisions of clause 32.5.1, shall take into account the revenue, adjustments, recoveries or payment, if any, that the parties may have recovered or made in accordance with the provision of this Agreement and AERA may determine whether any recoveries or payments, as the case may be, are due to, or recoverable from the concessionaire.

Any review of Aeronautical Charges under the provisions of clause 32.5.1, shall take into account the revenue, adjustments, recoveries or payment, if any, that the parties may have recovered or made in accordance with the provision of this Agreement and AERA may determine whether any recoveries or payments, as the case may be, are due to, or recoverable from the concessionaire.

Kindly delete the highlighted section, as per the section 13 of the AERA act which defines the power and function of AERA, AERA is not empowered to determine any recoveries or payment due to concessionaire on account of contractual obligation.

No change

Clause 32.5.3

…In the event AERA determines that any increase in the aeronautical charges is unjustified and prejudicial to the interest of the user, it may waive such increase fully or partially

…In the event AERA determines that any increase in the aeronautical charges is unjustified and prejudicial to the interest of the user, it may waive such increase fully or partially

There is defined formula and process provided in the AERA Act for tariff determination and same should be followed in full spirit. Any tariff subsidy will be prejudicial to the viability of the airport. Kindly delete the highlighted section.

No change

Clause 32.6.1

…AERA shall determine the capital cost required to be incurred by the Concessionaire in pursuance of the provisions of this clause 32.6.

Proposed to be deleted

Kindly delete this clause, as per section 13(1)(a)(i), AERA while determining aeronautical tariff considers the capital expenditure incurred by the airport operator. The determination of capex is not in the scope of AERA.


Clause 36.3.1 (a)

all taxes due and payable by the Concessionaire for and in respect of the Airport, excluding City Side Development

all taxes due and payable by the Concessionaire for and in respect of the Airport, excluding City Side Development

Definition of Airport also includes City Side development and the revenues accruing from the same are to be deposited in the Escrow Account. Hence, the taxes for the City Side development should be appropriated along with taxes for the Airport. Therefore, please allow payment of taxes related to City Side Development at 36.3.1.(a). Failing this taxes will only be able to appropriated after all other(“a” to ”i”) payments

No change

Clause 36.3.2.

The Concessionaire shall not in any manner modify the order of payment specified in Clause 36.3.1, except with the prior written approval of the Authority.

The Concessionaire shall not in any manner modify the order of payment specified in Clause 36.3.1, except with the prior written approval of the Authority. The Authority will reasonably consider any modifications as suggested by the Senior Lenders and approved by it.

Kindly provide for a provision to be available for Senior Lenders to make any recommendation to the withdrawal provisions as may be practicable.

No change

Clause 36.4.1

Provided that no appropriations shall be made under Sub-clause (k) of this Clause 36.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Article 43.

There is no sub-clause (k) in the Clause 36.4.1. Request you to amend this proviso accordingly.


Clause 37.1 “…….The Concessionaire shall procure that in each insurance policy, the Authority shall be a co-insured and that the insurer shall pay the proceeds of insurance into the Escrow Account….”

Please include a provision to allow Insurance policy to be assigned in favour of Senior Lenders, Working Capital, Bank Guarantees and Hedge Providers.

No change

Clause 38.1.1 and Schedule X 5.17

“……The Concessionaire shall provide 2 (two) copies of its Balance Sheet, Cash Flow Statement and Profit and Loss Account, along with a report thereon by its Statutory Auditors, within 90 (ninety) days of the close of the Accounting Year to which they pertain and such audited accounts, save and except where expressly provided to the contrary, shall form the basis of payments by either Party under this Agreement….”

“……The Concessionaire shall provide 2 (two) copies of its Balance Sheet, Cash Flow Statement and Profit and Loss Account, along with a report thereon by its Statutory Auditors, within 90 (ninety) days of the close of the Accounting Year to which they pertain and such audited accounts, save and except where expressly provided to the contrary, shall form the basis of payments by either Party under this Agreement….”

In the current Concession structure, the Authority’s fees are linked only to traffic and therefore there is no requirement to provide financial accounts. Hence, these highlighted items should be deleted in order to provide adequate operational flexibility to the Concessionaire.

No change


The Concessionaire shall, within 30 (thirty) days of the close of each quarter of an Accounting Year, furnish to the Authority its unaudited financial results in respect of the preceding quarter, giving summarised information on the traffic count for each category of Users using the Airport and liable for payment of Fee therefore, and any other information, in the manner and form prescribed by the Securities and Exchange Board of India for publication of quarterly result by the Companies listed on a stock exchange.

The Concessionaire shall, within 30 (thirty) days of the close of each quarter of an Accounting Year, furnish to the Authority its unaudited financial results in respect of the preceding quarter, giving summarised information on the traffic count for each category of Users using the Airport and liable for payment of Fee therefore, and any other information, in the manner and form as mutually agreed between the Parties. prescribed by the Securities and Exchange Board of India for publication of quarterly result by the Companies listed on a stock exchange.

In the current Concession structure, the Authority’s fees are linked only to traffic and therefore there is no requirement to provide unaudited financial accounts. Hence, there should not be any applicability of this clause and this clause should be deleted.

No change


On or before the 31st (thirty-first) day of May each year, the Concessionaire shall provide to the Authority, for the preceding Accounting Year, a statement duly audited by its Statutory Auditors giving summarised information on (a) the traffic count for each category of Users using the Airport and liable for payment of Fee therefore, (b) Fee charged and received, Gross Revenue and other revenues derived from the Airport, City Side and any other assets associated with the Project and earned directly by the Concessionaire (c) such other information as the Authority may reasonably require.

On or before 150 days from end of the 31st (thirty-first) day of May each year, the Concessionaire shall provide to the Authority, for the preceding Accounting Year, a statement duly audited by its Statutory Auditors certified by management giving summarised information on (a) the traffic count for each category of Users using the Airport and liable for payment of Fee therefore, (b) Fee charged and received, Gross Revenue and other revenues derived from the Airport, City Side and any other assets associated with the Project and earned directly by the Concessionaire (c) such other information as the Authority may reasonably require.

Statutory auditors (such as big 4s) don’t certify traffic numbers thus please accept management certification here. Also, please allow 150 days for submission. In the current Concession structure, the Authority’s fees are linked only to traffic and therefore there is no requirement to provide financial information. Hence, these highlighted items should be deleted in order to provide adequate operational flexibility to the Concessionaire.

No change

Clause 38.2.1

Appointment of Auditors Propose to be deleted Concessionaire should be free to appoint the Statutory Auditor within the provisions of Companies Act 2013

No change

Clause 38.2.3

....

Propose to be deleted Given that the Concession Structure is based on the payment of per pax premium therefore there is no requirement of additional auditors

No change

Clause 38.2.4

The Authority shall have the right, but not the obligation, to appoint at its cost, for the duration of the Construction Period, another firm (the “Concurrent Auditors”) from the Panel of Chartered Accountants to undertake concurrent audit of the Concessionaire’s accounts.

Proposed to be deleted. Please delete. The statutory auditors are appointed based on concurrence of authority. Thus appointment of another auditor should be avoided.

No change

Clause 38.3 Certification of claims by Statutory Auditors

NA Statutory Auditor does not certify any claims or documents related to claims therefore this clause should be suitably modified/deleted

No change

Clause 39.2 (e)

…any judgement or order of any court of competent jurisdiction or statutory authority made against the Concessionaire in any proceedings for reasons other than (i) failure of the Concessionaire to comply with any Applicable Laws or Applicable Permits, or (ii) on account of breach of any Applicable Laws or Applicable Permits or of any contract, or (iii) enforcement of this Agreement, or (iv) exercise of any of its rights under this Agreement by the Authority;

… any judgement or order of any court of competent jurisdiction or statutory authority made against the Concessionaire in any proceedings for reasons other than (i) failure of the Concessionaire to comply with any Applicable Laws or Applicable Permits, or (ii) on account of breach of any Applicable Laws or Applicable Permits or of any contract, or (iii) enforcement of this Agreement, or (iv) exercise of any of its rights under this Agreement by the Authority;

Failure or breach by the Authority should also be carved out from Non-Political Event and the same should be considered as Political Event.

No change

Clause 39.4 (f)

New Clause (e) any judgement or order of any court of competent jurisdiction or statutory authority made against the Concessionaire in any proceedings for reasons other than (i) failure of the Concessionaire to comply with any Applicable Laws or Applicable Permits, or (ii) on account of breach of any Applicable Laws or Applicable Permits or of any contract, or (iii) enforcement of this Agreement, or (iv) exercise of any of its rights under this Agreement by the Authority;

Please incorporate as per above comment No change

Clause 39.6.2

New Clause

(c) after COD, in case of occurrence of a Force Majeure Event, the Concession Period shall be extended by a period equal in length to the duration for which such Force Majeure Event subsists. (d) after COD, in case Force Majeure Event occurs before 6th anniversary of COD, the commencement of payment of Premium in terms of clause 31.2.1 will be extended by a period equal in length to the duration for which such Force Majeure Event subsists

The Premium holiday period in terms of clause 31.2.1 is based on the assumption that there will be revenues accruing to the Concessionaire during the first five years from COD. However, in a Force Majeure Event these revenues may not accrue. Therefore, the Premium holiday should be extended accordingly.

No change

Clause 39.9 Termination Payment for Force Majeure Event

NA

Kindly insert an enabling clause to ensure that in case of termination, all amounts paid by the Concessionaire including Performance Guarantee and Concession Fees shall be returned to the concessionaire

No change

Clause 39.9.2 (a)

Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due

Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due

Kindly provide 100% protection of the debt to make the project bankable. Moreover, recently concluded Indian bids did not have this provision.

No change

Clause 40.2 Subject to the provisions of Clause 40.5, in the event of the Authority being in material breach or default of this Agreement at any time after the Appointed Date, it shall pay to the Concessionaire by way of compensation, all direct costs suffered or incurred by the Concessionaire as a consequence of such material breach or default within 30 (thirty) days of receipt of the demand supported by….

Subject to the provisions of Clause 40.5, in the event of the Authority being in material breach or default of this Agreement at any time after the Appointed Date, it shall pay to the Concessionaire by way of compensation, all direct costs and expenses suffered or incurred by the Concessionaire as a consequence of such material breach or default within 30 (thirty) days of receipt of the demand supported by….

Kindly include the suggested language for sake of clarity

No change

Clause 42.1.1

Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Concessionaire shall be deemed to be in default of this Agreement (the “Concessionaire’s Default”), unless the default has occurred as a result of any breach of this Agreement by the Authority or due to Force Majeure. The defaults referred to herein shall include the following:

Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) 90 (ninety) days, the Concessionaire shall be deemed to be in default of this Agreement (the “Concessionaire’s Default”), unless the default has occurred as a result of any breach of this Agreement by the Authority or due to Force Majeure. The defaults referred to herein shall include the following:

Request you to amend the Clause as suggested and provide a period of 90 days in line with that of the Authority.

No change

Clause 42.1.1

…(b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause 9.2, the Concessionaire fails to meet any Condition Precedent or cure the Concessionaire Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (ninety) days;

(b) subsequent to the replenishment or furnishing of fresh Performance Security in accordance with Clause 9.2, the Concessionaire fails to meet any Condition Precedent or cure the Concessionaire Default, as the case may be, for which whole or part of the Performance Security was appropriated, within a Cure Period of 120 (ninety) (one hundred twenty) days;

Request you to amend the Clause as suggested.


Clause 42.1.1

…(h) the Concessionaire has failed to make any payment to the Authority within the period specified in this Agreement;

…(h) the Concessionaire has failed to make any undisputed payment to the Authority within the period specified in this Agreement;

Request you to amend the Clause as suggested.

No change

Clause 42.1.1

….(c) the Concessionaire does not achieve the latest outstanding Project Milestone due in accordance with the provisions of Schedule-G and continues to be in default during the Cure Period of 120 (one hundred and twenty) days; ….

….(c) the Concessionaire does not achieve the latest outstanding Project Milestone due in accordance with the provisions of Schedule-G and continues to be in default beyond during the Cure Period of 120 (one hundred and twenty) days;….

Request you to modify the Clause as highlighted in order to give better clarity as the present wordings create ambiguity.

No change

Clause 42.1.1 (i)

an Escrow Default has occurred and the Concessionaire fails to cure the default within a Cure Period of 15 (fifteen) days

NA This should be linked to materiality. Kindly insert enabling provision to ensure that nonmaterial defaults should not lead to Termination of the Concession Agreement.

No change

Clause 42.3 (a) Debt Due less Insurance Cover;

(b) …….

… (a) Debt Due less Insurance Cover admitted and paid; (b) …….

Insurance cover should be reduced only to the extent that has been recognized and paid by the insurance agency. Request you to amend the Clause as suggested.

No change

Clause 42.3.3

Upon Termination on account of Concessionaire Default during the Construction Period, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 40% (forty per cent) of the Total Project Cost and in the event of expenditure exceeding such 40% (forty per cent) and forming part of Debt Due, the provisions of Clause 42.3.1 shall, to the extent applicable to Debt Due, ……….

(c)

Upon Termination on account of Concessionaire Default during the Construction Period, no Termination Payment shall be due and payable for and in respect of expenditure comprising the first 40% (forty per cent) of the Total Project Cost and in the event of expenditure exceeding such 40% (forty per cent) and forming part of Debt Due, the provisions of Clause 42.3.1 shall, to the extent applicable to Debt Due, …..

We request that calculation of termination payment during the Construction Period be calculated in accordance with article 42.3.1. This article may please be deleted accordingly

No change

Clause 42.3.5

…..a Termination Payment equal to 80% (eighty percent) of the Adjusted Depreciated Value of such Project Assets shall, notwithstanding the provisions of Clause 42.4.1, be made by the Authority to the Concessionaire…..

…..a Termination Payment equal to 80% (eighty percent) of the Adjusted Depreciated investment value of such Project Assets shall, notwithstanding the provisions of Clause 42.4.1, be made by the Authority to the Concessionaire…..

Concessionaire should also be paid the investment value for any new Aeronautical and Non-Aeronautical Assets acquired and installed after the 30th anniversary of the Appointed Date since the full recovery of equity for the same may not be possible in the last 10 years.

No change

Clause 42.3.6

….anniversary of the Appointed Date, with prior written consent of the Authority, which consent shall not be unreasonably denied, a sum equal to 70% (seventy per cent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment.

….anniversary of the Appointed Date, with prior written consent of the Authority, which consent shall not be unreasonably denied, a sum equal to 70% (seventy per cent) 80% (eighty percent) of the Adjusted Depreciated Value thereof shall be deemed to be Debt Due for the purposes of Termination Payment.

Considering the mechanism applied elsewhere in the Agreement with regards to Termination Payment, the amount highlighted seems low. Request you to amend the Clause as suggested.

No change

Clause 42.4.1

….The Parties also agree that for the purposes of computing Termination Payment, the Debt Due shall at no time exceed 70% (Seventy per cent) of the Total Project Cost.

….The Parties also agree that for the purposes of computing Termination Payment, the Debt Due shall at no time exceed 70% (Seventy per cent) 80% (eighty percent) of the Total Project Cost.

Considering the mechanism applied elsewhere in the Agreement with regards to Termination Payment, the amount highlighted seems low. Request you to amend the Clause as suggested.

No change

Clause 42.4.5

“Additional Termination Payment due and payable in respect of expansion of the Airport in accordance with the provisions of Clause 12.8 and the Master Plan, and forming part of Specified Assets shall be limited to the lowest of ….”

NA Kindly insert an enabling provision to ensure that 100% Debt availed for such expansion is protected. This will ensure the bankability of this Project.

No change

Clause 42.6 (e)

… It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

… It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment. Provided further that such amount expended by the Authority shall be in consultation with the Concessionaire.

Request you to add a provision as highlighted in order to provide clarity.

No change

Clause 45.2 (b)

….mortgages/pledges/hypothecation of goods/assets other than Project Assets and their related documents of title, arising or created in the ordinary course of business of the Airport, and as security only for indebtedness to the Senior Lenders under the Financing Agreements and/or for working capital arrangements for the Airport…

….mortgages/pledges/hypothecation of goods/assets other than Project Assets and their related documents of title, including shares in the Concessionaire, arising or created in the ordinary course of business of the Airport, and as security only for indebtedness to the Senior Lenders under the Financing Agreements and/or for working capital arrangements for the Airport…

Share pledge is important security for lenders. Hence, request the addition of the highlighted language for adequate clarity.

No change

Clause 45.2 (b)

The restraints set forth in Clause 45.1 shall not apply to: (b) mortgages/pledges/ hypothecation of goods/assets other than Project Assets and their related documents of title, arising or created in the ordinary course of business of the Airport, and as security only for indebtedness to the Senior Lenders under the Financing Agreements and/or for working capital arrangements for the Airport. For the avoidance of doubt, the Senior Lenders would be entitled to create a lien on the Escrow Account, subject to and without prejudice to the rights of the Authority under this Agreement

b) mortgages/pledges/ hypothecation of goods/assets other than Project Assets and their related documents of title, arising or created in the ordinary course of business of the Airport, and as security only for indebtedness to the Senior Lenders, Working Facility Lender, Hedge providers & lenders for Performance Bank Guarantee under the Financing Agreements and/or for working capital arrangements for the Airport. For the avoidance of doubt, the Senior Lenders would be entitled to create a lien on the Escrow Account, subject to and without prejudice to the rights of the Authority under this Agreement

Pari-passu security needs to be provided for Working Facility Lender, Hedge providers & lenders for Performance Bank Guarantee as well. Kindly incorporate the suggested change.

No change

Clause 45.2 …. (d) liens or encumbrances required by any Applicable Laws

… (d) liens or encumbrances

required by any Applicable Laws

(e) Assignment of all Project Agreements except Concession Agreement.

(f) Assignment of Insurance policies.

Kindly incorporate the highlighted additions as this will improve the bankability of the Project.

No change

Clause 45.2 45.2. Permitted assignment and charges The restraints set forth in Clause 45.1 shall not apply to: (a) liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course of business of the Airport;

(b) mortgages/pledges/hypothecation of goods/assets other than Project Assets and their related documents of title, arising or created in the ordinary course of business…

45.2. Permitted assignment and charges The restraints set forth in Clause 45.1 shall not apply to: (a) liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course of business of the Airport;

(b) mortgages/pledges/hypothecation of goods/assets other than Project Assets (excl. buildings and immovable fixtures or structures forming part of City Side Development and financial assets, such as receivables, security deposits etc.) and their related documents of title, arising or created in the ordinary course of business…

Request you to add the highlighted text to the Clause as suggested. Assignment and creation of charge should be allowed on these assets for the purpose of arranging working capital and other loan facilities.

No change

Clause 47.1.2

The Authority shall indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost…

Subject to Clause 10.3.7, the Authority shall indemnify, defend, save and hold harmless the Concessionaire against any and all suits, proceedings, actions, demands and claims from third parties for any loss, damage, cost…

Kindly incorporate the a new clause 10.3.7 as highlighted in the next row, in order to provide the protection to the concessionaire in case the concessionaire is deprived of any part of the Site resulting from court order.

No change

Clause 49.2.1

..Failing mediation by the Independent Engineer or without the intervention of the Independent Engineer, either Party may require such Dispute to be referred to the *** of the Authority and the Chairman of the Board of Directors of the Concessionaire for amicable settlement..

NA Request you to provide designation of such person.


Clause 52.10

If for any reason whatsoever, any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon any such provisions shall not be subject to the Dispute Resolution Procedure set forth under this Agreement or otherwise.

If for any reason whatsoever, any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon any such provisions shall not be subject to the Dispute Resolution Procedure set forth under this Agreement or otherwise.

Such a restriction should not be mentioned, as it will defeat the very purpose of the Severability Clause. Request you to kindly delete the highlighted portion.

No change

Article 53 - Definitions

“Bank” means a bank incorporated in India and having a minimum net worth of Rs. 1,000 crore (Rupees one thousand crore) or any other bank acceptable to Senior Lenders, but does not include a bank in which any Senior Lender has an interest;


Flexibility should be provided to include lenders as a bank as this provides them the needed security on cash flows from lending point of view. Also, please confirm that any Senior Lender/ Lender representative can be an escrow bank under financial agreement. Absence of this will impact the security to lender and lenders may not be comfortable for absence of oversight on money movements by Concessionaire. Moreover, recently concluded Indian bids did not have this provision.

No change

Article 53 Definitions

““Gross Revenue” means all pre-tax gross revenues earned by the Concessionaire under or pursuant to this Agreement, at any time from the date of the execution of this Agreement upto the Transfer Date, and shall include any monies received from sub-licensees and other persons, by the Concessionaire as deposits (refundable or otherwise) but shall exclude only the following: a) any insurance proceeds received by the Concessionaire relating to (i) third party liability insurance paid or to be paid to the person whose claim(s) constitute(s) the risk or liability insured against; and (ii) any form of physical damage of assets, and the Concessionaire has incurred or will incur an expenditure greater than or equal to such proceeds received for repair, reinstatement or otherwise replacement, promptly and diligently of such assets;

““Gross Revenue” means all pre-tax gross revenues earned by the Concessionaire under or pursuant to this Agreement, at any time from the date of the execution of this Agreement upto the Transfer Date, and shall include any monies received from sub-licensees and other persons, by the Concessionaire as deposits (refundable or otherwise) but shall exclude only the following: a) any insurance proceeds received by the Concessionaire relating to (i) third party liability insurance paid or to be paid to the person whose claim(s) constitute(s) the risk or liability insured against; and (ii) any form of physical damage of assets, and the Concessionaire has incurred or will incur an expenditure greater than or equal to such proceeds received for repair, reinstatement or otherwise replacement, promptly and diligently of such assets;

b) any monies received by the Concessionaire, for or on behalf of any Government

Given that the Premium payment is linked to revenue per pax and not linked to revenue share. Therefore, definition of Gross Revenue may be deleted.

No change

b) any monies received by the Concessionaire, for or on behalf of any Government Instrumentality (as defined in the Concession Agreement), as an authorized agent of such Government Instrumentality.; and

c) any deposit amounts refunded to the relevant sub-licensee or any other person authorized by the Authority in a particular Concession Year provided these pertain to past deposits on which Premium has been paid to the Authority. d) any revenue recognized for construction or upgrade services under the provisions of Appendix A (Service Concession Arrangements) of the Indian Accounting Standards (Ind-AS) 11, Construction Contracts and references therein, including subsequent amendments thereof in relation to the recognition of revenues/consideration for construction or upgrade services under Ind-AS, as per Applicable Laws

Instrumentality (as defined in the Concession Agreement), as an authorized agent of such Government Instrumentality.; and

c) any deposit amounts refunded to the relevant sub-licensee or any other person authorized by the Authority in a particular Concession Year provided these pertain to past deposits on which Premium has been paid to the Authority. d) any revenue recognized for construction or upgrade services under the provisions of Appendix A (Service Concession Arrangements) of the Indian Accounting Standards (Ind-AS) 11, Construction Contracts and references therein, including subsequent amendments thereof in relation to the recognition of revenues/consideration for construction or upgrade services under Ind-AS, as per Applicable Laws It is expressly clarified that: i. insurance proceeds referred to in exclusion (a) above, shall not include any exclusion of insurance proceeds received for loss

It is expressly clarified that: i. insurance proceeds referred to in exclusion (a) above, shall not include any exclusion of insurance proceeds received for loss of revenues and/or business interruption; monies referred to in exclusion (b) above, shall be excluded only if the same has been credited or will be credited by the Concessionaire to the relevant Government Instrumentality promptly and diligently and any fine, penalty or other amounts of similar nature that may accrue as a result of non-payment or delayed payment of such monies under the Applicable Laws, will not be excluded;

ii. Gross Revenue will be computed on an annual basis for Accounting Year, in accordance with the Indian Accounting Standards, as applicable on the date of the issuance of the RFP; and

iii. Gross Revenue will be computed on an annual basis for an Accounting Year, in accordance with the Indian Accounting

of revenues and/or business interruption; monies referred to in exclusion (b) above, shall be excluded only if the same has been credited or will be credited by the Concessionaire to the relevant Government Instrumentality promptly and diligently and any fine, penalty or other amounts of similar nature that may accrue as a result of non-payment or delayed payment of such monies under the Applicable Laws, will not be excluded;

ii. Gross Revenue will be computed on an annual basis for Accounting Year, in accordance with the Indian Accounting Standards, as applicable on the date of the issuance of the RFP; and

iii. Gross Revenue will be computed on an annual basis for an Accounting Year, in accordance with the Indian Accounting Standards (Ind-AS) as specified under the Companies (Indian Accounting Standards) Rules, 2015 including amendments thereof from time to time as per Applicable Laws, except the specific provisions in

Standards (Ind-AS) as specified under the Companies (Indian Accounting Standards) Rules, 2015 including amendments thereof from time to time as per Applicable Laws, except the specific provisions in respect of inclusion and exclusion of deposits (refundable or otherwise) referred to in the definition of Gross Revenue above.

iv. in case of any dispute, discrepancy, ambiguity, doubt or otherwise, relating to the computation and/or meaning of Gross Revenue, the decision of the Authority, at its sole discretion, shall be final.

respect of inclusion and exclusion of deposits (refundable or otherwise) referred to in the definition of Gross Revenue above.

iv. in case of any dispute, discrepancy, ambiguity, doubt or otherwise, relating to the computation and/or meaning of Gross Revenue, the decision of the Authority, at its sole discretion, shall be final.


“Gross Revenue” means all……. It is expressly clarified that: ….. (iv) in case of any dispute, discrepancy, ambiguity, doubt or otherwise, relating to the computation and/or meaning of Gross Revenue, the decision of the Authority, at its sole discretion, shall be final.

“Gross Revenue” means all…….. It is expressly clarified that: ….. (iv) in case of any dispute, discrepancy, ambiguity, doubt or otherwise, relating to the computation and/or meaning of Gross Revenue, the decision of the Authority, at its sole discretion, shall be final.

Request you to delete the highlighted text of the definition. In case of any dispute, discrepancy etc. relating to the computation and/or meaning a Gross Revenue, the same should be referred to the dispute resolution mechanism as provided in the Concession Agreement.

No change


“Restricted Part of City Side Development” shall mean the portion of City Side Development admeasuring ________ acres, earmarked for parking, fuel farm and utilities infrastructure as outlined in Annex III of Schedule –A. The above mentioned land shall only be used for the purposes so outlined and defined in the Master Plan;


This term is not used anywhere in the Agreement. Further we have observed the term ‘Unrestricted Part of City Side Development’ is used in certain Clauses of this Agreement, whereas the area of City Side is clearly mentioned in Annex III and use of such land is clearly defined in Annexure IV. Hence, these terms should be deleted/aligned.



“Total Project Cost” means the capital cost incurred on construction and financing of the Project, Aeronautical Assets and the Non-Aeronautical Assets, excluding City Side Development, and shall be limited to the lowest of: a) the capital cost of the Project, as set forth in the Financial Package; and b) An Amount equal to INR 4588 crore

“Total Project Cost” means the capital cost incurred on construction and financing of the Project, Aeronautical Assets and the Non-Aeronautical Assets, excluding City Side Development, and shall be limited to the lowest of: a) the capital cost of the Project, as set forth in the Financial Package; and b) An Amount equal to INR 4588 crore. Actual cost expended for Construction Works

Total Project Cost is based on multiple assumptions which may undergo significant change over a period of time due a variety of reasons including technology, interest rate variations etc. Therefore we request that the Total Project Cost should be linked to the Financial package and actual cost.

No change


“Total Project Cost” … provided also that the Total Project Cost shall not exceed the actual capital cost of the Construction Works upon completion of Phase-1 of the Airport,

“Total Project Cost” … provided also that the Total Project Cost shall not exceed the actual capital cost of the Construction Works upon completion of Phase-1 of the Airport. For additional clarity, Total Project Cost for the subsequent phases shall be the amount of capital cost of the Project, as set forth in the Financial Package

The definition of TPC does not specify mechanism for subsequent phases, hence request you to incorporate the highlighted text

No change

General/DCA

NA NA We request that Stamp Duty, if any, payable on the execution and delivery of this Agreement and/or any Project Agreement should be waived off.

No change

General/DCA

NA NA Given that the proposed Airport is within 150 km of existing IGI Airport, kindly confirm that the RFP and the CA are in compliance with any relevant provisions as per the existing Operations, Management and Development Agreement (OMDA) and State Support Agreement (SSA) for Delhi International Airport

Kindly refer to the bidding documents

General/DCA

NA NA Kindly confirm that adequate connectivity options/measures shall be available for passengers on or before COD to commute to the proposed Airport from the various parts of the catchment area

The Authority/Government of UP has undertaken various feasibility studies for better connectivity of the proposed Airport and has already appointed different Consultants in this respect

General/DCA

NA NA • Kindly confirm that an obstacles limitations survey and air space study has been conducted for the proposed Airport and there is no impact on the Airport operations at Jewar due to operations at other airports/defense establishments in the vicinity including IGI, Hindan, Meerut and Agra airports and vice versa

Kindly share the reports of these studies


Annex-I Schedule A – Clause 1.3

Total area of the Site NA • We understand that the 1334 hectare is for

phase 1 and additional land for subsequent phases will be provided, which will also include additional land for City Side development proportionately. Kindly confirm

Clauses are self-explanatory

Annex-II Schedule A – Clause 6

6. The Master Plan is to be submitted to the Authority in 60 days from the date of this Agreement

6. The Master Plan is to be submitted to the Authority in 60 90 days from the date of this Agreement

60 days is too short a time to prepare the Master Plan. Kindly include the suggested change.

No change

Annex-II Schedule A - Clause 7

The Concessionaire will, within 90 [ninety] days from the date of acceptance of the Master Plan, submit Development Plan for Phase I.

The Concessionaire will, within 90 120 (One hundred and twenty) days from the date of acceptance of the Master Plan, submit Development Plan for Phase I.

90 days is too short a time to prepare the Development Plan. Kindly include the suggested change.

No change

Annex-II Schedule A - Clause 8

8. The Development Plan (“Development Plan”) for each Phase shall be prepared considering the following: b. Development Plan shall include: (i) engineering design and drawings for each of the identified Project Facilities; (ii) quantity and cost estimates

b. Development Plan shall include: (i) engineering concept design and drawings for each of the identified Project Facilities; (ii) quantity and cost estimates subject to updates as per signed EPC contract;

The concessionaire intends to award an EPC contract for the development of Phase 1, the scope of detailed engineering design and quantification will be with the EPC contractor. Therefore, detailed quantity and cost estimates will be available post signing of EPC contract. • Kindly incorporate the highlighted change.

No change

Schedule B Clause 2.1 (ii)

ii. Construction and procurement of the Terminal Building as follows: b. 75 % (Seventy five percent) of each of the international and domestic aircrafts gates shall be served by the boarding bridges.

ii. Construction and procurement of the Terminal Building as follows: b. 75 % (Seventy five percent) of each of the international and domestic aircrafts gates shall be served by the boarding bridges.

As part of Schedule L Annex I, there are Service Quality Requirements defined for availability of passenger boarding bridges. Therefore, the Concession should not place any limitation on the design and construction of the Terminal Building as long as the Concessionaire is complying with the Service Quality Requirements.

No change

Schedule B Clause 2.1 (ii)

c. Unit area of the Terminal Building (including all miscellaneous and support spaces), per Peak Hour passenger (including arrival and departure), shall be minimum 30 sq. m.

c. Unit area of the Terminal Building (including all miscellaneous and support spaces), per Peak Hour passenger (including arrival and departure), shall be minimum 30 sq. m.

As part of Schedule L Annex I, there are Service Quality Requirements defined for various Terminal & Passenger services. Therefore, the Concession should not place any limitation on the design and construction of the Terminal Building as long as the Concessionaire is complying with the Service Quality Requirements. Additionally, the Concessionaire will comply with the prevailing industry practices, including ICAO, as applicable , with respect to design and construction of the Airport.

No change

Schedule B Clause 6.1

6.1. The Concessionaire shall earmark minimum 40 acres of land within the Site for the development of a MRO Facility in the Airport as per the applicable Standards and Specifications.

6.1. The Concessionaire shall earmark minimum 10 40 acres of land within the Site for the development of a MRO Facility in the Airport as per the applicable Standards and Specifications.

10 acres of land is sufficient for development of an MRO.

No change

Schedule D Clause 2

City Side Development shall be undertaken in accordance with Applicable Laws, Good Industry Practice and the provisions of building construction codes widely followed in India. In case, Indian codes are not available then applicable UK or USA codes shall be used.

City Side Development shall be undertaken in accordance with Applicable Laws, Good Industry Practice and the provisions of building construction codes widely followed in India. In case, Indian codes are not available then applicable UK or USA codes shall be used.

Request to delete the highlighted text, as construction shall take place as per laws of India only.

No change

Annex I/ Schedule D Clause 1 (c )

International Civil Aviation Organisation (ICAO) – International Standards and Recommended Practices, Aerodromes, Annex 14 to the Convention on International Civil Aviation: Volume 1 Aerodrome Design and Operations – Seventh Edition, July 2016;

International Civil Aviation Organisation (ICAO) – International Standards and Recommended Practices, Aerodromes, Annex 14 to the Convention on International Civil Aviation: Volume 1 Aerodrome Design and Operations – Seventh Edition, July 2016; eight Edition July 2018

Kindly refer to the latest edition to comply with the latest regulations. Amendments were made in eight Edition.


Annex I/ Schedule D Clause 1 (i)

The National Building Code (NBC);

The National Building Code 2016

Kindly refer to the latest edition to comply with the latest regulations.


Annex I/ Schedule D Clause 1 (h)

(h) International Air Transport Association (IATA) Airport Development Reference Manual, 10th Edition, March 2014;

(h) International Air Transport Association (IATA) Airport Development Reference Manual, 10th Edition, March 2014; latest edition

Kindly refer to the latest edition to comply with the latest regulations.


Schedule-F to Volume-2, PBG format

Bank has advised few changes in the format before execution by them as listed under:-

• Heading “Schedule-

F” and subheading “See Clause 9.1” to be deleted

• Clause 7:- Bank wants to put date capping on liability date and on BG claim expiry date by putting “i.e. upto DDMMYY” on relevant places along with insertion of their branch address for communication for making demand.

Clause 8:- Bank wants to put a cap on 2nd condition of validity of PBG i.e. not to be in breach of the CA by putting the bold text “provided the Concessionaire is not in breach of this Agreement however not beyond. ………... Upon request made by the Concessionaire”

Kindly incorporate the highlighted changes as provided by the banks.


Schedule I Clause 2.4.

Tests for Equipment: The Independent Engineer shall conduct or cause to be conducted Tests, in accordance with the relevant ICAO Documents and Annexes, the applicable guidelines of DGCA and Good Industry Practice, for determining the compliance of all equipment with the Specifications and Standards and Safety Requirements.

Tests for Equipment: The Independent Engineer shall conduct or cause to be conducted Tests, in accordance with the relevant ICAO Documents and Annexes, the applicable guidelines of DGCA and Good Industry Practice, for determining the compliance of all equipment with the Specifications, Relevant IS/IEC Codes and Standards and Safety Requirements.

For equipment tests will be conducted according to relevant IS/IEC standards.

No change

Schedule L SERVICE QUALITY REQUIREMENTS Security check Waiting time in queue Such that 95% of passengers wait less than 5 minutes with an average dwell time at the security check point of 45 seconds per passenger

SERVICE QUALITY REQUIREMENTS Security check Waiting time in queue Such that 95% of passengers wait less than 5 minutes with an average dwell time at the security check point of 45 seconds per passenger

Security Check is a sovereign function where the responsibility of the Concessionaire is limited to provision of adequate space. Therefore, the Concessionaire cannot be held responsible for the service quality and timeliness of the same.

No change

Schedule L Service Quality Requirements Immigration Checking time in queue for Immigration Such that 95% of passengers wait less than 10 minutes with an average dwell time at the immigration counter of 120 seconds per passenger

Service Quality Requirements Immigration Checking time in queue for Immigration Such that 95% of passengers wait less than 10 minutes with an average dwell time at the immigration counter of 120 seconds per passenger

Immigration is a sovereign function where the responsibility of the Concessionaire is limited to provision of adequate space. Therefore, the Concessionaire cannot be held responsible for the service quality and timeliness of the same.

No change

Schedule L Service Quality Requirements Gate Lounges Seating availability : Seats for 80% of aircraft capacity

Service Quality Requirements Gate Lounges Seating availability : Seats for 80% 50-70% of aircraft capacity

As per IATA ADRM 11th Edition, the seating requirements at gate lounges is 50-70% of aircraft capacity.

No change

Schedule R Clauses 3.1 (f), 8.1

The Independent Engineer shall determine the costs, and/or their reasonableness, that are required to be determined by it under the Agreement.

The Independent Engineer shall determine the costs, and/or their reasonableness, that are required to be determined by it under the Agreement. It is clarified that determination of capital cost of the Project shall not fall under the purview of the Independent Engineer.

Clause 32.6.1 of the Concession Agreement provides for review of capital cost by AERA. Therefore it should be removed from the purview of the Independent Engineer.

No change

Schedule R – Clause 4.5

4.5 Upon reference by the Authority, the Independent Engineer shall review and comment on the EPC Contract or any other contract for construction, operation and maintenance of the Airport, and furnish its comments within 7 (seven) days from receipt of such reference from the Authority.

4.5 Upon reference by the Authority, the Independent Engineer shall review and comment on the EPC Contract or any other contract for construction, operation and maintenance of the Airport, and furnish its comments within 7 (seven) days from receipt of such reference from the Authority. It is clarified that such review by the Independent Engineer shall be limited only to the technical aspects.

Since the key role of the Independent Engineer is to oversee and supervise the development of the airport, we request the authority to kindly incorporate the highlighted change

No change


The Independent Engineer shall review the monthly status report furnished by the Concessionaire and send its comments thereon to the Authority and the Concessionaire within 7 (seven) days of receipt of such report

The Independent Engineer shall review the quarterly monthly status report furnished by the Concessionaire and send its comments thereon to the Authority and the Concessionaire within 7 (seven) days of receipt of such report

It would be too onerous for the concessionaire to provide monthly status report during the construction phase. Hence we request that such report be sought on a quarterly basis.

No change


The Independent Engineer shall inspect the Airport, once every month, preferably after receipt of the monthly status report from the Concessionaire, but before the 20th (twentieth) day of each month in any case, and make out an O&M Inspection Report setting forth an overview of the status, quality and safety of O&M including its conformity with the Key Performance Indicators, Maintenance Requirements and Safety Requirements. In a separate section of the O&M Inspection Report, the Independent Engineer shall describe in reasonable detail the lapses, defects or deficiencies observed by it in O&M of the Airport. The Independent Engineer shall send a copy of its O&M Inspection Report to the Authority and the Concessionaire within 7 (seven) days of the inspection

The Independent Engineer shall inspect the Airport, once every month, preferably after receipt of the monthly status report from the Concessionaire, but before the 20th (twentieth) day of each month in any case, and make out an O&M Inspection Report setting forth an overview of the status, quality and safety of O&M including its conformity with the Key Performance Indicators, Maintenance Requirements and Safety Requirements. In a separate section of the O&M Inspection Report, the Independent Engineer shall describe in reasonable detail the lapses, defects or deficiencies observed by it in O&M of the Airport. The Independent Engineer shall send a copy of its O&M Inspection Report to the Authority and the Concessionaire within 7 (seven) days of the inspection

We request the Authority to limit the Independent Engineer review during the Operation Period to compliance against service quality and other requirements as specified in the Concession Agreement. Accordingly, kindly incorporate the highlighted change

No change

Schedule T Escrow Agreement

Clause 6.1 Following events shall constitute an event of default by the Concessionaire (an “Escrow Default”) unless such event of default has occurred as a result of Force Majeure or any act or omission of the Authority or the Lenders’ Representative

NA Kindly insert enabling provision to ensure that nonmaterial defaults should not be construed as an Escrow Default. Further, kindly provide a cure period of 30 days to rectify the same.

No change

Schedule X Clause 5.12

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 subcommittee shall be subject to and be under the supervision of the Board. Notwithstanding anything to the contrary contained herein, the Authority shall have the right to nominate its nominee to each and every committee and sub-committee constituted by the Board: Provided, however, that no Reserved Matters shall be delegated to such committee and/or sub-committee.

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 subcommittee shall be subject to and be under the supervision of the Board. Notwithstanding anything to the contrary contained herein, the Authority shall have the right to nominate its nominee to each and every committee and sub-committee constituted by the Board: Provided, however, that no Reserved Matters shall be delegated to such committee and/or sub-committee.

The Authority already has one nominee director in the Board. Additionally, in these subcommittees no Reserved Matters shall be discussed. Hence, there is no requirement of nominee director being present in the subcommittees.

No change.

Schedule X Clause 5.14

Resolution by Circulation Subject to Applicable Laws 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.

Resolution by Circulation Subject to Applicable Laws and for matters other than including the 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.

Kindly incorporate the highlighted change, to provide the flexibility

No change

Schedule X Clause 6.1.2

….. The Parties specifically agree that a resolution relating to the Reserved Matters shall be passed in a meeting of Shareholders only and not by way of circulation.

…. The Parties specifically agree that a resolution relating to the Reserved Matters shall be passed in a meeting of Shareholders only and not by way of circulation.

We request that so long an affirmative vote is obtained from the authority the Reserved Matter should be allowed to pass in the board meeting or in the shareholder meeting or by way of circulation, as the case may be. Hence, deletion requested.

No change

Schedule X Clause 8.2.3

On the occurrence of a Termination Event on the part of any of the Private Participants, the Authority may, in its discretion, require such Private Participant to transfer all, but not less than all, of the Equity Shares held by it to the Authority at the lower of the market value of Equity Shares or 25% (twenty-five per cent) of the par value thereof; and the transfer of such shares shall take place at the registered office of the Concessionaire within 30 (thirty) days from the date of notice by the Authority in this behalf.

On the occurrence of a Termination Event of Concession Agreement on the part of any of the Private Participants, the Authority may, in its discretion, require such Private Participant to transfer all, but not less than all, of the Equity Shares held by it to the Authority at the lower of the market value of Equity Shares or 25% (twenty-five per cent) of the par value thereof; and the transfer of such shares shall take place at the registered office of the Concessionaire within 30 (thirty) days from the date of notice by the Authority in this behalf.

Share transfer should be conducted at market value of the equity shares to ensure fair, transparent and Arms-length deal.

No change

Schedule X New Clause NA Kindly allow a Board Meetings to be conducted outside the Country

No change

Schedule Y Clause 4.2.1 ( I )

The runway, taxiway, apron and approach in respect of the Initial Phase shall be constructed by the Initial Commissioning Period in accordance with the relevant provisions contained in the relevant ICAO Annexes and documents( as amended from time to time) as appropriate for the proposed aircraft operation at the Airport and shall be available for aircraft operation by the Airport Opening Date ;

The runway, taxiway, apron and approach in respect of the Initial Phase shall be constructed by the Initial Commissioning Period in accordance with the relevant provisions contained in the relevant ICAO Annexes and documents( as amended from time to time) & DGCA CAR as appropriate for the proposed aircraft operation at the Airport and shall be available for aircraft operation by the Airport Opening Date ;

Kindly incorporate suggested language to comply with DGCA regulation.

This is standard agreement provided by AAI

Schedule Y Clause 4.2.2

During the Initial Commissioning Period or Future Commissioning Period, as the case may be, ______________(Name of Airport Company) shall: vi. Provide AAI with transports and accommodation (office, residential and buildings for navigational aids/Radar) to enable AAI to perform its obligations.

During the Initial Commissioning Period or Future Commissioning Period, as the case may be, ______________(Name of Airport Company) shall: vi. Provide AAI with transports and accommodation (office, residential and buildings for navigational aids/Radar) to enable AAI to perform its obligations.

The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence we request you to kindly remove residential accommodation and transportation from the scope of the concessionaire


Schedule Y Clause 4.2.2

vii. Provide AAI with direct telephone with STD facility in ATC.

vii. Provide AAI with direct telephone with STD facility in ATC.

The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence, the concessionaire shall only be responsible for providing access to computer/Telephone facilities.


Schedule Y Clause 5.3

Operative Obligations Following the Airport Opening Date, ______________ (Name of Airport Company) shall: 5.3.13. Make the Office, residential Accommodation and buildings for navigational aids/Radar the Facility available at all times to AAI Personnel and agents of AAI deployed at the Airport in the provision of the AAI Services;

Operative Obligations Following the Airport Opening Date, ______________ (Name of Airport Company) shall: 5.3.13. Make the Office, residential Accommodation and buildings for navigational aids/Radar the Facility available at all times to AAI Personnel and agents of AAI deployed at the Airport in the provision of the AAI Services;

The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence we request you to kindly remove residential accommodation from the scope of the concessionaire


Schedule Y Clause 5.3. 10

5.3.10. Provide AAI at ______________(Name of Airport Company)’s cost a. with a continuous supply of electrical power and water sufficient to enable it to perform the AAI Operative Services. b. Transport facility sufficient to enable it to perform AAI operating services. Number of transports to be provided will be decided by ______________(Name of Airport Company) & AAI mutually. c. EPABX extensions, Auto telephone with STD facility, Fax, hotline, cell phone in ATC

5.3.10. Provide AAI at ______________(Name of Airport Company)’s cost a. with a continuous supply of electrical power and water sufficient to enable it to perform the AAI Operative Services. b. Transport facility sufficient to enable it to perform AAI operating services. Number of transports to be provided will be decided by ______________(Name of Airport Company) & AAI mutually. c. EPABX extensions, Auto telephone with STD facility, Fax, hotline, cell phone in ATC

The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence, the concessionaire shall only be responsible for providing access to computer/Telephone facilities.



The provision of CNS-ATM services as mentioned in Para 5.1 shall be on cost recovery basis. The _____________ (Name of Airport Company) shall deposit in advance the quarterly, estimated cost of CNS/ATM services by 15th January/April/July/October of every year. However, TNLC collected by AAI during the previous year shall be deducted from the actual cost of providing the CNS/ATM services during that year. In case of any deficit the same shall be borne by the ______________ (Name of Airport Company). In addition, _________________ (Name of Airport Company) shall give a Bank Guarantee, equivalent to six months cost of CNS/ATM services to AAI. This BG shall be initially for a period 2 years, to be renewed from time to time, at the expiry of period.

The provision of CNS-ATM services as mentioned in Para 5.1 shall be on cost recovery basis. Further, TNLC revenues collected by AAI shall be deducted from the actual cost of providing the CNS/ATM services during that year (cost includes pro-rated capital cost and all the operating costs including staff cost). In addition, _____________ (Name of Airport Company) shall give a bank guarantee in favour of AAI equivalent to 6 month’s CNS/ATM Service charges with validity for 3 years which has to be renewed from time to time at the expiry of the period. Deficit, if any, between the actual cost of providing the CNS/ATM services during that year (cost includes pro-rated capital cost and all the operating costs including staff cost) and TNLC revenues in the first 3 years will be recovered with 12% interest from 4th, 5th, 6th years. If any uncovered deficit at the end of 6th year, the same will be paid by _____________ (Name of Airport Company) to AAI.

As per the new CNS-ATM agreement format the clause 7.4 should be substituted with the suggested text


From the 7th year onwards surplus between cost and TNLC revenue will accrue to AAI till the validity of this agreement.


Rental Fee Payable by AAI No rental fee shall be payable by AAI to ______________(Name of Airport Company) in consideration for providing the Facility and Office Accommodation as set out in Schedule 2 except for residential

Rental Fee Payable by AAI No rental fee shall be payable by AAI to ______________(Name of Airport Company) in consideration for providing the Facility and Office Accommodation as set out in Schedule 2 except for residential accommodation.

The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence we request you to kindly remove residential accommodation and transportation from the scope of the concessionaire


Schedule Y CNS/ATM Agreement Clause 12.2

Subject to anything contained in the relevant Independent Regulatory Authority legislation regarding the settlement of disputes, any Dispute which the Parties are unable to resolve pursuant to Article 12.1 within sixty (60) days (or such longer period as the Parties may agree) of the written notification by one Party to the other of the existence of a Dispute shall be finally determined by arbitration in accordance with the Indian Arbitration and Conciliation Act 1996 ("Act") and/or any statutory modification thereof and in accordance with the UNCITRAL rules (the "Rules") by three arbitrators appointed in accordance with the Act .

NA The Rules for the Arbitration mentioned in Clause 49.3 of the Concession Agreement should be referred to in this Clause as well.


Schedule Y – Schedule I

Schedule I Part 1: Airport Company Equipment 21. Office and residential accommodation for AAI personnel and its agents. 23. EPABX extension, Auto telephone with STD facility, Fax, hotline and cell phone in ATC. 25. Computer with printer and Internet connection in ATC Tower

Schedule I Part 1: Airport Company Equipment 21. Office and residential accommodation for AAI personnel and its agents. 23. EPABX extension, Auto telephone with STD facility, Fax, hotline and cell phone in ATC. 25. Make provisions for Computer with printer and Internet connection in ATC Tower

The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence we request you to kindly remove residential accommodation from the scope of the concessionaire. Additionally, the concessionaire shall only be responsible for providing access to computer/Telephone facilities.


Schedule Y – Schedule II

Office and residential Accommodation, Car Parking and Standby Power Supply for AAI Personnel and AAI Equipment 5. Residential accommodation to AAI personnel and its agent.* * Licence fee for residential accommodation to be paid by AAI, on behalf of the AAI employees, shall be as per DPE guidelines.

Office and residential Accommodation, Car Parking and Standby Power Supply for AAI Personnel and AAI Equipment 5. Residential accommodation to AAI personnel and its agent.* * Licence fee for residential accommodation to be paid by AAI, on behalf of the AAI employees, shall be as per DPE guidelines.

The scope of the Concessionaire should be limited to providing & facilitating availability of adequate infrastructure for AAI to provide CNS/ATM services at the Airport. Hence we request you to kindly remove residential accommodation and its related obligation from the scope of the concessionaire


Schedule Z MoU Clause 3.4

The GOI hereby undertakes to procure the execution of memorandum of understanding between the Concessionaire and each GOI agency/department providing the following Reserved Services hereunder, setting out the terms and conditions on which the Reserved Services shall be provided by the relevant GOI agencies/departments.

The GOI hereby undertakes to procure the execution of memorandum of understanding between the Concessionaire and each GOI agency/department on or prior to the Appointed Date (as defined under Concession Agreement) providing the following Reserved Services hereunder, setting out the terms and conditions on which the Reserved Services shall be provided by the relevant GOI agencies/departments.

Kindly include the suggested language to provide timelines for execution of MoU with GOI agencies for Reserved Services

This is a standard agreement provided by MoCA

Schedule Z MoU Clause 3.6

Any payments made by the Concessionaire to any Government Instrumentality for providing sovereign functions shall be considered as a part of the capital outlay for the Airport and an operating expense for the purpose of the determination of the Aeronautical Charges, and shall accordingly be considered as a part of the cost for the determination of the Aeronautical Charges.

Any payments made by the Concessionaire to any Government Instrumentality for providing sovereign functions and Reserved Services shall be considered as a part of the capital outlay for the Airport and an operating expense for the purpose of the determination of the Aeronautical Charges, and shall accordingly be considered as a part of the cost for the determination of the Aeronautical Charges.

Kindly include the suggested language for sake of clarity


Schedule Z MoU Clause 4.1.1

… (x) the Concessionaires Representative.

… (x) the Concessionaires Representative. Each of the above GOI agencies must be obligated to adhere to the terms of MoU for Reserved Services

Kindly include the suggested language to provide that the MoU for Reserved Services as per clause 3.4 are adhere to by the Joint Co-ordination Committee



The disputes shall be referred to a tribunal comprising three (3) arbitrators. Each Party to the arbitration shall appoint one arbitrator 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 either Party to appoint their arbitrator(s) or by the two arbitrators appointed by the Parties to appoint the third arbitrator, the said arbitrator(s) shall be appointed by the High Court of Bombay at Goa.

The disputes shall be referred to a tribunal comprising three (3) arbitrators. Each Party to the arbitration shall appoint one arbitrator 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 either Party to appoint their arbitrator(s) or by the two arbitrators appointed by the Parties to appoint the third arbitrator, the said arbitrator(s) shall be appointed by the High Court of Bombay at Goa Uttar Pradesh.

We Request you to amend the Clause as suggested.

Refer to revised DCA


Such arbitration shall, unless otherwise agreeable to the Parties, be held at Goa, India. All proceedings of such arbitration shall be in the English language.

Such arbitration shall, unless otherwise agreeable to the Parties, be held at Goa, India Lucknow, India. All proceedings of such arbitration shall be in the English language.

The venue for the arbitration should be consistent with the Agreement.


Schedule Z Memorandum of Understanding

-NA- 1. This should be in form of the agreement (and not MOU) and should be tripartite i.e. to be executed by Concessionaire, Authority and GOI. 2. Request to insert a provision whereby the Concessionaire will be provided a Right of First Refusal in case a new airport is developed within a radius of 150 kilometers from the Airport.


Schedule AA Clause 2.1

In light of the foregoing, GoUP hereby confirms that (i) it shall procure 2 lane access connectivity to the Airport and (ii) it shall make best endeavors to upgrade, modernize and maintain the Existing Access and Egress to keep pace with the increasing passenger and other traffic at the Airport and shall further make reasonable endeavors to develop, additional modes of public transport (such as railway/ metro connections) of access to, and egress from, the Airport as per the terms of the Concession Agreement, in accordance with the overall town planning for the area in and around the Airport and taking into account such inputs, if any, in relation thereto supplied by the Concessionaire as the GoUP may, in its sole discretion, deem fit

In light of the foregoing, GoUP hereby confirms that (i) it shall procure 2 4 lane access connectivity to the Airport and (ii) it shall make best endeavors to upgrade, modernize and maintain the Existing Access and Egress to keep pace with the increasing passenger and other traffic at the Airport and shall further make reasonable endeavors to develop, additional modes of public transport (such as railway/ metro connections) of access to, and egress from, the Airport as per the terms of the Concession Agreement, in accordance with the overall town planning for the area in and around the Airport and taking into account such inputs, if any, in relation thereto supplied by the Concessionaire as the GoUP may, in its sole discretion, deem fit

Connectivity to Airport is imperative and should fall within the purview of the Authority/Government. Kindly incorporate the highlighted change.


Schedule AA

State Level Taxes and Levies

NA Via an enabling clause in the CA (or in the State Support Agreement), the state government should provide an exemption from the payment of stamp duty and registration charges and other state level taxes and levies, as may be leviable on the execution and delivery of any of the following Project Agreements-

• Concession Agreement; • CNS-ATM Agreement; • Memorandum of Understanding with

GOI; and State Government Support Agreement, if any.

No change

Schedule AA

New Clause To be inserted In order to expedite the approval process through a single window mechanism, we request the Authority to establish a planning & development authority having adequate representation from the concessionaire prior to the Appointed Date. The proposed planning & development authority will be the nodal agency for all approvals as may be required from the State Government / municipality/ taluka/ other local authorities. In this regard, Govt. should come out with a legislation for incorporation of Noida Airport Planning Authority that will the sole power of enforcing all the local municipality/local laws and bye laws within a radius of 5 km from the boundary of the airport. This planning authority will have the revenue collection rights and shall have power to spend the funds so collected for the local area development in and around airport. All land developments will need to take approval from this authority and this Authority should have representation from concessionaire.

No change

Schedule AA State Government Support Agreement Clause 6.3.3

Such arbitration shall, unless otherwise agreeable to the Parties, be held at [______], India. All proceedings of such arbitration shall be in the English language.

Such arbitration shall, unless otherwise agreeable to the Parties, be held at [______] Lucknow, India. All proceedings of such arbitration shall be in the English language.

We Request you to amend the Clause as suggested.


Schedule AA State Government Support Agreement

New Clause To be inserted Incorporation of a State level Steering committee to be chaired by Chief Secretary for monitoring the progress of the project and resolving any Govt related issues on top priority. This committee should have representation from concessionaire and SPV CEO/MD should be a member of the committee Kindly insert enabling provisions in this regard.

No change


New Clause To be inserted Civil Aviation Department to act as single window clearance for obtaining all State level clearances of the project Kindly insert enabling provisions in this regard.

No change


New Clause Ensuring completion of Resettlement, Rehabilitation and associated obligations in relation to the Project Affected Families at the Authority’s cost.

Since R&R is Authority’s responsibility, Kindly insert enabling provisions in this regard.

No change


New Clause To be inserted Provision of all utilities and infrastructure (including surface access / connectivity) upto the boundary of the Site is an obligation of the Authority and the cost of the same should not be borne by the Concessionaire. Kindly insert enabling provisions in this regard.



New Clause To be inserted We request state government to exempt seigniorage / royalty charges for the sand, aggregates, borrowed earth used in the construction of the Airport.

No change


New Clause To be inserted The state needs to ensure that the 100% land of the Site is acquired by the Authority free from all encumbrances and to ensure that same is fit for the purpose of implementation of the Project. Kindly insert enabling provisions in this regard.

No change

Schedule G (Project Completion Schedule)

2.2. Prior to the occurrence of Project Milestone-I, the Concessionaire shall have commenced construction of the Airport and expended not less than 5% (five per cent) of the Total Project Cost set forth in the Financial Package. 3.2. Prior to the occurrence of Project Milestone-II, the Concessionaire shall have commenced construction of the Runway and the Terminal Building and expended not less than 15% (fifteen per cent) of the Total Project Cost set forth in the Financial Package and conveyed to the Independent Engineer the nature and extent of physical progress comprising such expenditure so as to enable the Independent Engineer to determine that the physical progress is reasonably commensurate with the expenditure incurred. Provided, however, that at least one-half of the expenditure referred to hereinabove shall have

2.2. Prior to the occurrence of Project Milestone-I, the Concessionaire shall have commenced construction of the Airport and expended completed not less than 5% (five per cent) of physical progress as measured against the Construction Works the Total Project Cost set forth in the Financial Package. 3.2. Prior to the occurrence of Project Milestone-II, the Concessionaire shall have commenced construction of the Runway and the Terminal Building and expended completed not less than 15% (fifteen per cent) 7.5% (seven point five percent) of physical progress as measured against the Construction Works the Total Project Cost set forth in the Financial Package and conveyed to the Independent Engineer the nature and extent of such physical progress. comprising such expenditure so as to enable the Independent Engineer to determine that the physical progress is reasonably commensurate with the expenditure incurred. Provided, however, that at least one-

The Concessionaire is obligated & committed to complete the Project as per defined time lines. However, construction project of such nature typically involve substantial amount of time which is invested in earthworks, site preparation & foundation laying, which might have relatively lower cash outflow. Therefore, we request that project completion schedule be linked to physical progress made on the ground as verified by the Independent Engineer instead of linking it to expenditure of monies.

No change

been incurred on physical works which shall not include advances of any kind to any person or expenditure of any kind on plant and machinery. 4.2. Prior to the occurrence of Project Milestone-III, the Concessionaire shall have commenced construction of the taxiways, the apron, the ATC Facility and expended not less than 30% (thirty per cent) of the Total Project Cost set forth in the Financial Package and conveyed to the Independent Engineer the nature and extent of physical progress comprising such expenditure so as to enable the Independent Engineer to determine that the physical progress is reasonably commensurate with the expenditure incurred. Provided, however, that at least one-half of the expenditure referred to hereinabove shall have been incurred on physical works which shall not include advances of any kind to any person or

half of the expenditure referred to hereinabove shall have been incurred on physical works which shall not include advances of any kind to any person or expenditure of any kind on plant and machinery. 4.2. Prior to the occurrence of Project Milestone-III, the Concessionaire shall have commenced construction of the taxiways, the apron, the ATC Facility and expended completed not less than 30% (thirty per cent) of 15% (fifteen percent) of physical progress as measured against the Construction Works the Total Project Cost set forth in the Financial Package and conveyed to the Independent Engineer the nature and extent of such physical progress. comprising such expenditure so as to enable the Independent Engineer to determine that the physical progress is reasonably commensurate with the expenditure incurred. Provided, however, that at least one-half of the expenditure referred to hereinabove shall have been incurred on

expenditure of any kind on plant and machinery. 5.2. Prior to the occurrence of Project Milestone-IV, the Concessionaire shall have commenced or procured the commencement of the construction of the Cargo Facilities, the Car Park and administrative offices block and expended not less than 50% (fifty per cent) of the Total Project Cost set forth in the Financial Package. 6.2. Prior to the occurrence of Project Milestone-V, the Concessionaire shall have commenced trial runs of the Runway and expended not less than 75% (seventy-five per cent) of the Total Project Cost set forth in the Financial Package.

physical works which shall not include advances of any kind to any person or expenditure of any kind on plant and machinery. 5.2. Prior to the occurrence of Project Milestone-IV, the Concessionaire shall have commenced or procured the commencement of the construction of the Cargo Facilities, the Car Park and administrative offices block and expended completed not less than 50% (fifty per cent) 40% (forty percent) of physical progress as measured against the Construction Works the Total Project Cost set forth in the Financial Package. 6.2. Prior to the occurrence of Project Milestone-V, the Concessionaire shall have commenced trial runs of the Runway and expended completed not less than 75% (seventy-five per cent) 60% (sixty percent) of physical progress as measured against the Construction Works the Total Project Cost set forth in the Financial Package

General Rehabilitation & Resettlement (R&R)

NA Please provide the current status of the land acquisition and Rehabilitation & Resettlement (R&R)

Bidders are advised to visit Authority’s website for details

General IMD agreement NA It is understood that AAI & IMD are entering/have entered into an agreement in respect of the costs for providing the Aviation Meteorological services for Indian Airports including the Greenfield airports. Under the said agreement, AAI is expected to reimburse the cost of such services directly to IMD and AAI will provide facilities and amenities to IMD. Accordingly, the draft agreement to be entered with IMD should include the said obligations and the same should be excluded from the scope of work of Concessionaire

Please refer to the revised DCA and to the clarification provided by Airports Authority of India in its letter no. AAI/ATM/OPS/04-164/2017 dated 4th September 2019.

General NA NA We understand from public sources that an amendment to the AERA act has recently been approved by the Lok Sabha and the Rajya Sabha. One of the provisions of this amendment also include a move towards a pre-determined tariff mechanism. Kindly confirm if the pre-determined tariff mechanism will be applicable for Jewar Airport


General NA NA Please confirm whether any permission is required under the Wildlife Protection Act, 1972.If yes, please share the relevant clearance obtained.

No clearance under purview of Wildlife Protection Act, 1972 is required for Noida International Airport

General NA NA Please provide copies of all documents related to environmental clearance under the EIA Notification specific to airports. Also provide us copies of Form I, EIA Report, minutes of the meeting/ proceedings of EAC, Public Hearing queries & its redressal to the satisfaction and the final approval of MOEF in this regard


General NA NA Since this a greenfield airport, request you to provide case records on pending litigations, if any, pertaining to any land acquisition as well as Environmental Clearance and other disputes with regard to the Site


Clause 10.3.5

Upon receiving Right of Way in respect of any land included in the Appendix, the Concessionaire shall complete the Construction Works thereon within a reasonable period to be determined by the Independent Engineer in accordance with Good Industry Practice; …It is also expressly agreed that completion of the respective Construction Works within the time determined by the Independent Engineer hereunder shall be deemed to be Project Milestones for the purposes of levy and recovery of Damages under and in accordance with the provisions of Clause 12.4.2.

Upon receiving Right of Way in respect of any land included in the Appendix, the Concessionaire shall complete the Construction Works thereon within a reasonable period to be determined by the in consultation with Independent Engineer in accordance with Good Industry Practice; …It is also expressly agreed that completion of the respective Construction Works within the time determined by the in consultation with Independent Engineer hereunder shall be deemed to be Project Milestones for the purposes of levy and recovery of Damages under and in accordance with the provisions of Clause 12.4.2.

Kindly modify the text as highlighted, in an order to provide flexibility

No change

Clause 17.1.3

The Concessionaire shall maintain, in conformity with Good Industry Practice, all stretches of approach roads, over-bridges/ under bridges, over-passes, under-passes or other structures situated on the site but not forming part of the airport.

The Concessionaire shall maintain, in conformity with Good Industry Practice, all stretches of approach roads, over-bridges/ under bridges, over-passes, under-passes or other structures developed by the Concessionaire situated on the site but not forming part of the airport.

Kindly modify the text as highlighted. The Concessionaire should be responsible for maintaining the infrastructure developed by the Concessionaire

No change

Clause 17.12.1

Modifications to the Airport The Concessionaire shall not carry out any material modifications to the Airport… Concessionaire shall notify the Independent Engineer of the proposed modifications along with particulars thereof at least 30 (thirty) days… the Independent Engineer may make within 30 (thirty) days of receiving the Concessionaire’s proposal

Modifications to the Airport The Concessionaire shall not carry out any material modifications to the Airport… Concessionaire shall notify the Authority Independent Engineer of the proposed modifications along with particulars thereof at least 30 (thirty) days… the Authority Independent Engineer may make within 30 (thirty) days of receiving the Concessionaire’s proposal

Kindly modify the text as highlighted. This in line with recently concluded Indian airport bids

No change

Schedule Y, CNS & ATM Agreement Clause 5.1

AAI Operative Services AAI shall start with one shift operation, from and including the Airport Opening Date, in accordance with the relevant standards prescribed in the relevant ICAO Annexes and documents (as amended from time to time).

AAI Operative Services AAI shall start with one shift 24x7 shift operation, from and including the Airport Opening Date, in accordance with the relevant standards prescribed in the relevant ICAO Annexes and documents (as amended from time to time).

Kindly modify the text as highlighted. It is necessary to ensure the operational efficiency of the Airport

This is a standard agreement provided by AAI.

DCA, Page 153 Definition of “Non‐ Aeronautical Services”

Cargo and Ground handling services be treated as non‐ Aeronautical Services to maintain parity with DIAL.

We suggest that the definition be reworded as under: “Non–Aeronautical Services means services, other than the Aeronautical Services and for the purposes hereof shall also include all cargo and ground handling services.”

No change

DCA, Page 153 Definition of “Passenger Traffic”

The definition of total number of passengers should include embarking, disembarking and transit passengers.

We suggest that the definition be reworded as under: “Passenger Traffic means the total number of embark ing and disembarking passengers

Please see the revised DCA.

The transit passengers should not be considered for purpose of calculating Passenger traffic.

handled at the Airport during an Accounting Year and shall not include transit Passenger”

DCA, Page 154 Definition of “Project Affected Families”

The definition is exhaustive, and the concessionaire would not be any way able to verify the criteria mentioned for Project affected families. To maintain clarity, it is requested that the Authority provide certificates to such families to be considered as Project affected families.

To maintain clarity, we suggest that the definition be reworded as under: “Project Affected Families means those certified by the authority by issuing with a certificate”

Appropriate certificate shall be provided by the Authority to Project Affected Families.

DCA, Page 157 Definition of “Total Project Cost”

Total Project Cost is defined as "a sum of Rs. 4,588 crores … "

We request deletion of sub‐paragraph (c) as we do not believe this to be a realistic estimate of the project cost. In any event please confirm that the Total Project Cost shall not be treated by AERA as a basis for determination of the Regulatory Asset Base.

No change.

DCA, Page 21 Clause 3.1.1 Grant of Concession

The clause provides that the Concession Period would always for a 40‐years period. Thereafter as the extension is always subject to selection through a bid process with RoFR of 10% to the Concessionaire. Given the significant phase wise investments to be made in the Project, it is essential for the Concessionaire to have a

We also request for the initial concession period to be of 40 years from the date of commencement of commercial operations, and further extension for a period of 20 years providing for optimal tenure for recovery of significantly high capital expenditure associated with the greenfield project.

No change.

clear long available period of amortisation to prepare its financial model. Additionally, the concession period should be accounted from the date of commencement of commercial operations and not from the Appointed Date, consistent with the start date of tenure in the BIAL and HIAL concession agreements.

DCA, Page 21 Clause 3.1.1

The clause provides for certain conditions precedent to be fulfilled by the Authority. To ensure timely availability of Site‐specific conditions precedents would be required to be included in Clause 4.1.2.

We request that the following be made additional Condition Precedents to be satisfied by the Authority prior for the Concessionaire to achieve the Appointment date: • Completion of Land development if any

should be completed. • Land acquisition 100% completed. Project Affected Families resettlement 100% completed.

No change

DCA, Page 31 Clause 5.8 Obligations relating to employment of Trained Personnel

The Concessionaire shall endeavour to employ as many local personnel preferably members of Project Affected Families during the implementation, development and operations of the Project

We request that the authority initiated some basic technical training for these project affected families which can be then considered for direct or indirect employment during the construction or operation of the project.

No change

DCA, Page 33 Clause 6.1.2 (b)

This state that the authority will ‘provide reasonable assistance to the Concessionaire in obtaining access to all necessary infrastructure facilities and utilities,

We request that clause to be reworded as “provide at the site boundary necessary infrastructure facilities and utilities, including water and electricity at rates and on terms no less favourable to the Concessionaire than those generally available to similar utility

Please refer State Support Agreement

including water and electricity at rates and on terms no less favourable to the Concessionaire than those generally available to similar utility customers receiving substantially equivalent services;’ Since the infrastructure facilities & Utilities form important component of the project, these should be provided at the plot boundary rather than concessionaire liaising with various other agencies for availing these

customers receiving substantially equivalent services;

DCA, Page 33 Clause 6.1.2 (e)

This states that the authority will “make best endeavours to procure that no local Tax, toll or charge is levied or imposed on the use of whole or any part of the Airport” Since local taxes are in preview of the state authorities, these should be waived of completely considering the project and economic growth it will bring to the region

We request that clause to be reworded as: “no local Tax, toll, soil royalty or charge is levied or imposed on the use of whole or any part of the Airport during development, construction or operation of the project”

No change

DCA, page 33 Clause 6.1.2 (k)

The authority has planned the project for 70MAP final phase. Considering this the two‐lane access road to the

We request that clause be reworded as: “Procure a 4‐lance access road to the airport before COD with sufficient right of way for expansion to 12 lanes during final phase”


airport is insufficient even in phase 1 (12MAP)

DCA, Page 36 Clause 7.2

Representations and warranties of the Authority

We request that following representations and warranties be additionally included: The Authority represents and warrants to the Concessionaire that: (i) It has procured all the Applicable

Permits as may be required for commencement and undertaking pre‐construction Works, or if subject to conditions, then all such conditions required to be fulfilled by the date specified therein have been duly satisfied in full, and such Applicable Permits are in full force and effect; and

No representation or warranty by it contained herein or in any other document furnished by it in relation to Applicable Permits contains or will contain any untrue or misleading statements of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading.

No change

DCA, Page 40 Clause 9.4

Deemed Performance Security. Please note that given the several restrictions on charge creation in the Concession Agreement, the cash flows of the Concessionaire would be the primary security to the Lenders. This cannot again be subject to a charge to Authority for the Deemed Performance Security, particularly after the Performance Security has been returned.

We would request deletion of Clauses 9.4 and 9.5 dealing with Deemed Performance Security.

No change


The clause provides that the existing rights of way, easements, privileges, liberties and appurtenances to the Site shall not be deemed to be Encumbrance. The exclusion in effect removes the obligation on the Authority to make available the Site free from all Encumbrances.

We request that clause be reworded as: “In consideration of the Concession Fee, this Agreement and the covenants and warranties on the part of the Concessionaire herein contained, the Authority, in accordance with the terms and conditions set forth herein, hereby grants to the Concessionaire, commencing from the Appointed Date leave and license rights in respect of all the land (along with any buildings, constructions or immovable assets, if any, thereon) comprising the Site which is described, delineated and shown in Schedule‐A hereto as the Site, on an “as is where is” basis, free of any Encumbrances, to develop, operate and maintain the said Site, together with all and singular rights, liberties privileges, easements and and singular rights, liberties, privileges, easements and appurtenances whatsoever to the said Site, hereditaments or premises or any part thereof belonging to or in any way appurtenant thereto or enjoyed therewith, for the duration of the Concession Period and, for the purposes permitted under this Agreement, and for no other purpose whatsoever.”

No change

DCA, Page 44, Clause 10.4

The clause provides that the existing rights of way, easements, privileges, liberties and appurtenances to the Site shall not be deemed to be Encumbrance. The exclusion in effect removes the obligation on the Authority to make available the Site free from all Encumbrances.

We request that clause be reworded as: “Subject to the provisions of Clause 10.3, the Site shall be made available by the Authority to the Concessionaire pursuant hereto free from all Encumbrances and occupations and without the Concessionaire being required to make any payment to the Authority on account of any costs, compensation, expenses and charges for the acquisition and use of such Site for the duration of the Concession Period, except insofar as otherwise expressly provided in this

No change

Agreement. For the avoidance of doubt, it is agreed that existing rights of way, easements, privileges, liberties and appurtenances to the Site shall not be deemed to be Encumbrances. It is further agreed that the Concessionaire accepts and undertakes to bear any and all risks arising out of the inadequacy or physical condition of the Site.”

DCA, Page 50 Clause 12.4.2 Construction of the Airport

The required timeframe for the completion of Phase 1 (1,095 days/3 years) is insufficient. We propose a more realistic 4‐ 4.5 years for the Phase 1 completion

We propose a more realistic 4 ‐ 4.5 year (from the Appointed Date) programme of work for Phase 1. and hence requests amendment of paragraph 12.4.1 as follows: “The Concessionaire shall undertake …... set forth in Schedule B & Schedule C. The 1,460th (one thousand, four hundred and sixtieth) day – 1,643rd (one thousand six hundred and forty third) day from the Appointed Date shall ….”

No change


It states that If the Concessionaire fails to achieve any Project Milestone as provided in Schedule‐G of this document than, the concessionaire will pay damages of 0.1% of Performance security for each day of delay.

The damages payable should be capped at amount of 10crores for each milestone.

No change


The clause provides that an MRO Facilities must be developed by 10th Anniversary of COD

We request that if the Concessionaire is unable to develop or cause to develop MRO on commercially viable terms within an agreed period from the date of the Agreement, the area earmarked for MRO can be diverted for other commercial activities.

No change

DCA, Page 55, Clause 14.4.1

The clause provides that all items in the Punch List shall be completed by the Concessionaire before

Please note that in the event there is any delay for reasons attributable to Authority, the determination of extension to completion date should not be based on Good Industrial

No change

the Scheduled Completion Date and for any delay the Authority shall be entitled to recover Damages from to be calculated for each day of delay until all items are completed, at the lower of: (a) 0.1% of the Performance Security, and (b) 0.2% of the cost of completing such items as estimated by the Independent Engineer. The Concessionaire shall be entitled to a further period not exceeding 120 days for completion of the Punch List items. The clause further provides that if completion of any item is delayed for reasons solely attributable to the Authority or due to Force Majeure, the completion date shall be determined by the Independent Engineer in accordance with Good Industry Practice

Practices and instead there should be ‘deemed completion’.


De‐commissioning due to Emergency The clause provides that in case of existence of an Emergency which warrants de‐commissioning and closure of the whole or any part of the Airport,

Please note that the Concessionaire should have a right to seek compensation for all disruptions. We would request Clause 17.6 to be modified accordingly.

No change

the Concessionaire shall, at the advice of Authority be entitled to de‐commission and close the whole or any part of the Airport to Users for so long as such Emergency and the consequences thereof warrant, provided that such de‐commissioning and particulars thereof shall be notified by the Concessionaire to the Authority without any delay. The clause further provides that no claim or compensation shall be due and payable to the Concessionaire on account of decommissioning or restricted use of the Airport during an Emergency or due to reasons of national security and public interest.

DCA, Page 65 Clause 17.15 Use of Airport by Defence Forces

17.15.1 The authority states that “the Defence Forces shall, at all times have the right to use the Airport and all facilities thereof, without any restriction or constraint of any nature whatsoever, on payment of applicable charges in accordance with Applicable Laws”

The statements of payment charges by defence is conflicting.


17.15.3. Notwithstanding anything contained contrary elsewhere, the Concessionaire shall: (a) make the Airport and the Project Facilities available, free of charge and to the extent necessary

DCA, Page 65 Clause 17.15 Use of Airport by Defence Forces

(b) provide a separate apron of approximately 450Mx150M for parking wide bodied aircraft with office space for operation of IAF aircraft during hostilities/exercise/HADR missions; (c) provide uninterrupted landing and parking facilities for defence and other paramilitary aircrafts, free of landing and parking charges, and also provide the infrastructure facilities and equipment required for defence operations. (h) provide 10 acres of land gratis for development of IAF enclave;

Our understanding is that IAF be provided 10 Acres of land for their activities and access to runway so that they will build the Apron 450Mx150M and other infrastructure facilities on this land at their own cost. Please confirm our understanding.


DCA, Page 68 ‐70, Article 19

Operations of Terminal Building

The authority has specified level of service in the Terminal Building to ‘Level of Service – C (optimum)’ as specified by IATA and the concessionaire will be charged penalty if the levels of service standards are lower than the prescribed standards. Hence the extra conditional measures required to follow in the Article 19 should be deleted.


DCA, Page 71 Clause 20 Operation of Car Park

The clause provides that the Concessionaire shall or cause to develop, operate and maintain the car Parking in accordance with the provisions of the Concession Agreement, etc.

With regards to the car parking facilities, we request you kindly clarify the following: (i) Please clarify if the parking facilities

are intended to be located outside the terminal;

(ii) Please clarify if a third‐party service provider can be engaged by the Concessionaire to fulfil the obligations under this clause;

Can associated commercial activities be undertaken in connection with the parking facilities?



Termination Payment for Indirect Political Event

Please note that at present the clause does not provide for the mechanism in which third party assets shall be treated in case of termination of the Concession Agreement due to force majeure event. We would request that modification be made to the clause to address the issue. As noted above, we propose a Net Present Value mechanism for such assets, based on the remaining economic life of the relevant assets.

No change

DCA, Page 114 Article 40. Compensation for Breach of Agreement

The clause provides that in the event that a material breach or default of the Concession Agreement causes delay in achieving COD of any phase or leads to suspension, the Authority may consider extending the concession period in lieu of the payment of compensation.

In the event of any material breach or default of the Concession Agreement by the Authority, which causes delay in achieving COD of any phase or leads to suspension, the Concession Period should be necessarily extended by proportionate number of days. This right of extension should not be extended to the Concessionaire at the option of the Authority. We request that the clause be modified to reflect the same. Further, a clause should be included to state that, in any event, the Authority shall bear incremental costs incurred by the Concessionaire due to delay in achieving COD in afore mentioned circumstances.

No change

DCA, Page 115 Clause 41.3 Suspension of Concessionaire’s Rights

If the Authority rectifies or removes the cause of suspension within a period not exceeding 90 days, it shall revoke the suspension and restore all rights of Concessionaire.

The clause does not clarify the consequences of rectification post the 90 day period. Given that the suspension could be for upto 180 days, the possibility of rectification after 90 days would also need to be addressed. Please provide us with a clarification in this regard.

Refer Article 41 in its entirety.

DCA, Page 183 Schedule G

Project Completion Schedule The Concession Agreement stipulates minimum percentages of the TPC within identified time periods towards Phase I completion. This is typically a requirement under EPC contracts and it is not usual for a concession grantor to monitor development speed through the percentage of TPC expended. This places restrictions on the nature of contracting that the Concessionaire can undertake – for instance, significant payments to the EPC contractor at completion. Monitoring each stage of completion, when the overall liability of the Airport lies with the Concessionaire would simply be a case of micro‐management and would not add any value to the overall

We would request deletion of Schedule G No change

development and instead only place constraints on the development cycle.

General Data required We request the Authority to provide us the following documents: • In-principle Approval from GoI for

establishment of Jewar Airport • GoUP approval for implementation of the

Project vide Government Resolution No. 2533 dated 12th December, 2018

• Applicable Permits for implementation of the Project

• Environmental Clearance from MoEF • Forest Clearance – Stage 1 and 2

• Clearance from Archaeology Department • Consent for Establishment • Land acquisition, R&R and PAP details,

Government Resolutions pertaining to the same

• CAD/ DWG formats of the maps 1A, 1B and 2 in the Schedule A – (Annex – I).

Various studies done such as topographical, geotechnical, meteorological, compliance, surface access and road traffic studies


DCA, 3.1.1 Term of the Concession Initial period of term of Concession should be increased from 40 years to 60 years, in view of the long gestation period due to large capital investment and green field nature of the airport. Concessionaire would not be able to recover the expenditure done in Phase 2 onwards due to lower term of the Concession

No change

DCA Definition of “Bank” We request the Authority to delete the following words since Article 9.1.1 and Article 28.1.1 creates restrictions that a Senior Lender cannot be appointed as Escrow Bank or issue a Performance Bank Guarantee which will make this project non bankable.

No change

“but does not include a bank in which any Senior Lender has an interest”

DCA Definition – “Equity”, “Adjusted Equity”, “Debt Due”, “Total Project Cost”, “Senior Lenders” etc.

All the definitions as stated here are in reference to only Phase I. However, Concessionaire will be required to incur Project Cost and bring in Equity and Debt for subsequent phases as well. Hence, we request Authority to please incorporate specific provisions relating to Equity, Debt, Project Cost, etc. for the subsequent phases, or alternatively, the reference of Phase I should be removed from all the definitions stated here (and other similar definitions). Due to mention of Phase 1 in these definitions, there will be many difficulties in making the Project bankable.

Please refer to revised DCA .

DCA Definition – “Project Agreements”

(i) The definition in the current form leads to micro management of the Concession and does not provide operational flexibility to the Concessionaire.

(ii) Hence, We request that the definition should be limited to only key agreements related to Project and all other agreements such as (a) O&M Contracts, (b) sub-licence agreements and (c) any other material agreements or contracts not more than Rs. 25,00,00,000/- (Rupees Twenty Five Crore) annually, should be excluded from the definition.

However, if Authority needs to retain the said agreements in the definition, we request that such contracts should be included in the definition only if the value of each such contract is above Rs 100 crores.

No change

DCA Definition – “Total Project Cost”

(A) Please incorporate the following appropriately in the definition that:

(i) this definition shall be used only for the purposes of calculation of Termination Payment and no other purpose.

(ii) AERA will determine Regulated Asset Base as per its own methodology and procedure and will not consider the project cost as per this definition for the purpose of determination of Aeronautical Charges.

(iii) (B) Please also provide the detailed break-up of project cost and assumptions for the same.

No change

DCA, 4.1.2 Please confirm that the draft MOU with GOI as provided in Schedule Z is the final draft and is approved by GOI.

Please refer to the minutes issued by MoCA

DCA, 5.1.1 Since the definition of Airport covers Cargo Facilities, MRO Facilities, etc. which can be constructed by third party(ies), we request that the wording “at its own cost and expense” may be deleted.

No change

DCA, 5.6.2 We request that the value limit for e-tendering should be increased to Rs 50 crores and the limit should be further revised as per Price Index on an annual basis.

No change

DCA, 10.3.2 & 29.1.1

We request the Authority to provide 100% of the land free of encumbrances as one of condition precedent to be fulfilled by the Authority. The Concessionaire should be provided a time of 120 days from the date of handover of the 100% of the land free of encumbrances for achieving Financial Close

No change

DCA, 11.2 We request modification of this Article as follows:

No change

“The Concessionaire shall, subject to Applicable Laws and with assistance of the Authority, undertake shifting of any utility including electric lines, water pipes and telephone cables, to an appropriate location or alignment within or outside the Site if and only if such utility causes or shall cause a Material Adverse Effect on the development, operation or maintenance of the Airport……”. The Concessionaire should have the right to remove all such obstructions (as may be required) for smooth development, construction and operation of the Airport.

DCA, 18.2 We request to delete the words “at its own cost and expense” from the clause as the third party ground handling is allowed.


DCA, 22.4 We request Authority to amend the clause so as to ensure that Concessionaire is not liable for any shortfall in collections vis a vis the cost of security incurred by the Designated GOI Agency

No change

DCA, 42.3.3 The provision that no termination payment shall be due and payable in respect of expenditure comprising the first 40% of the Total Project Cost, is very stringent and will make this project unbankable. We request the Authority to provide for Termination Payments during Construction Period also.

No change

DCA, 43.5.1 This Article may be modified as follows: “The Concessionaire shall bear and pay all costs incidental to divestment of all of the rights, title and interest of the Concessionaire in the Project Assets in favour of the Authority upon Termination for reasons attributable to the Concessionaire, save and except that all stamp duties payable on any deeds or

No change

Documents executed by the Concessionaire in connection with such divestment shall be borne by the Authority. If the Termination is for reasons attributable to the Authority, then the Authority shall bear the Divestment Costs. In case of Termination on account of Force Majeure, the Divestment Costs shall be borne equally by the Parties.”

DCA, Schedule G

Authority should consider removing the restrictions on individual components of projects to be commenced at each Project Milestone and also remove the restrictions on the end-use of the Total Project Cost to be expended in each of the Project Milestone.

No change

DCA, Schedule Y

We request the Authority to confirm that the format as provided in Schedule Y is final format as prescribed by AAI.


CA, Preliminary, E.

…Authority issued its Letter of Award No. ____________ dated (hereinafter called the “LOA”) to the {selected bidder/ Consortium} requiring, inter alia, the execution of this Concession Agreement within 45 (forty five) days of the date of issue thereof.

…Authority issued its Letter of Award No. ____________ dated (hereinafter called the “LOA”) to the {selected bidder/ Consortium} requiring, inter alia, the execution of this Concession Agreement within 45 (forty five) days of the date of issue thereof within the time specified in the RFQ cum RFP.

To be consistent with the text in RFQ cum RFP Please refer to revised DCA

CA, Clause 3.1.1

...Provided further that, at any time not earlier than 35th (Thirty fifth) anniversary of the

...Provided further that, at any time not earlier than 35th (Thirty fifth) anniversary of the

For clarity No change

Appointed Date and no later than 37th (Thirty seventh) anniversary of the Appointed Date, intimate the Authority about its interest and request for renewing/ extending the term of this Concession by another period of 30 (thirty) years...

Appointed Date and no later than 37th (Thirty seventh) anniversary of the Appointed Date, intimate the Authority in writing about its interest and request for renewing/ extending the term of this

Concession by another period of 30 (thirty) years...

CA, Clause 3.2.1

3.2.1. Subject to and in accordance with the provisions of this Agreement, the Concession hereby granted shall oblige or entitle (as the case may be) the Concessionaire to: (a) Right of Way, access and licence to the Site for the purpose of and to the extent conferred by the provisions of this Agreement; (b) finance and construct the Airport; (c) operate, manage and maintain the Airport and regulate the use thereof by third parties; (d) demand, collect and appropriate Fee from Users liable for payment of Fee for using the

3.2.1. 3.1.1 Subject to and in accordance with the provisions of this Agreement, the Concession hereby granted shall oblige or entitle (as the case may be) the Concessionaire to: (a) Right of Way, access and licence to the Site for the purpose of and to the extent conferred by the provisions of this Agreement; (b) design, finance and construct develop the Airport Project; (c) operate, manage and maintain the Airport, contract and/or sub-contract with third parties to undertake functions on behalf of the Concessionaire and regulate the use thereof by third parties; (d) demand, collect and appropriate Fee from Users liable for payment of Fee for

Correction in clause number needed. The concession should appropriately capture the “Scope of the Project” mentioned in Clause 2.1 The Concession should enable the concessionaire to undertake some of the functions of the Concessionaire through third parties or Independent Service Providers (ISPs).


Airport or any part thereof and refuse entry of any User if the Fee due is not paid;

(e) perform and fulfil all of the Concessionaire’s obligations under and in accordance with this Agreement;;

using the Airport or any part thereof and refuse entry of any User if the Fee due is not paid; (e) perform and fulfil all of the Concessionaire’s obligations under and in accordance with this Agreement;

CA, Clause 4.1.2

(b) procured all Applicable Permits relating to environmental protection and conservation in respect to atleast 90% (ninety percent) of the land required for the Project and forming part of the Site; and (c) procured forest clearance for and in respect of at least 90% (ninety per cent) of the land required for the Project and forming part of the Site, save and except permission for cutting trees.

(b) procured all Applicable Permits relating to environmental protection and conservation in respect to atleast 90% (ninety percent) 100% (hundred percent) of the land required for the Project and forming part of the Site; and (c) procured forest clearance for and in respect of at least 90% (ninety percent) 100% (hundred percent) of the land required for the Project and forming part of the Site, save and except permission for cutting trees.

Authority should provide applicable clearances for 100% of the land forming part of the Site

No change

CA, Clause 4.1.3 (n)

A letter of Agreement to be worked out and signed between the Concessionaire and IAF (AF Stn Hindan) prior to Airport operationalization

Please confirm that the terms and scope of any such agreement to be entered with IAF (AF Stn Hindan) shall be limited to the obligations of Concessionaire listed in the Concession Agreement, viz, • 17.15.3 (e) shall ensure that installation of radars and nav-aids at the airfield shall not cause interference with IAF radar and nav-aids operational at nearby IAF aerodromes such as Hindan and Agra;


• 17.15.3 (m) ensure direct communication facilities between the ATC at the Airport and ATC, Air Force Station Hindan;

CA, Clause 4.1.3 (n)

A letter of Agreement to be worked out and signed between the Concessionaire and IAF (AF Stn Hindan) prior to Airport operationalization

Please confirm that any such agreement shall not impose any restrictions not envisaged in the Concession Agreement. Any financial loss to the concessionaire arising out of this agreement shall be made good by the Authority.


CA, Clause 5.1.5

The Concessionaire shall, from time to time, undertake expansion or augmentation of the Aeronautical Assets, Terminal Building and Non-Aeronautical Assets in accordance with the provisions of this Agreement and Good Industry Practice.

The Concessionaire shall, from time to time, undertake expansion or augmentation of the Aeronautical Assets, Terminal Building and Non-Aeronautical Assets in accordance with the provisions of this Agreement and Good Industry Practice

Terminal Building already forms part of the airport assets and need not be mentioned separately

No change

CA, Clause 5.2.5

…the Concessionaire agrees and acknowledges that selection or replacement of all EPC Contractors or O&M Contractors and execution of all EPC Contracts or O&M Contracts shall be subject to the prior approval of the Authority from national security and public interest perspective…

…the Concessionaire agrees and acknowledges that selection or replacement of all EPC Contractors or O&M Contractors and execution of all EPC Contracts or O&M Contracts O&M contractor shall be subject to the prior approval of the Authority from national security and public interest perspective…

Being a greenfield asset, clearance of EPC from a national security perspective is not needed.

No change

CA, Clause 5.4.2

… any resolution providing for all or any of the following or any matter incidental or consequential thereto: ….

… any resolution providing for all or any of the following or any matter incidental or consequential thereto: ….

Actions which are allowed as per Concession Agreement should be exempt from Reserved Matter.

No change

f. to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares; … l. to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Company’s paid-up share capital; …. q. any other matter which is required by the Companies Act, 2013 (or the relevant Act in force) or any statutory re-enactment thereof to be passed by a special resolution of the shareholders of the Company.

f. to issue further shares without pre-emptive rights to non-members or to convert loans or debentures into shares except as permitted in terms of this Agreement; … l. to make inter-corporate-loans and investments or guarantee/security to be given, etc., if the aggregate amount thereof, exceeds the limit of 10% (ten per cent) of the Company’s paid-up share capital except as permitted in terms of this Agreement; …. q. any other matter which is required by the Companies Act, 2013 (or the relevant Act in force) or any statutory re-enactment thereof to be passed by a special resolution of the shareholders of the Company.

CA, Clause 5.6.2

…The Parties further agree that the Concessionaire shall not enter into any Associated Firm except with the prior consent of the Authority, which consent shall not be unreasonably withheld…

…The Parties further agree that the Concessionaire shall not enter into any contract, excluding any O&M Contract or Airport Operator Agreement, with Associated Firm except with the prior consent of the Authority, which consent shall not be unreasonably withheld…

Concessionaire should be allowed to enter into O&M Contract or Airport Operator Agreement with its Associated Firm.

No change

CA, Clause 5.9

Notwithstanding anything to the contrary contained in this Agreement, the engagement of

Notwithstanding anything to the contrary contained in this Agreement, the engagement of employees, staff and

For clarity as this is a greenfield project. No change

employees, staff and personnel of the Concessionaire and of its Contractors and subcontractors shall always be subject to security clearance by the Designated GOI Agency and only persons having a valid security clearance shall be permitted on the Site.

personnel of the Concessionaire and of its Contractors and subcontractors shall always be subject to security clearance by the Designated GOI Agency and only persons having a valid security clearance shall be permitted on the Site post COD

CA, Clause 5.15

The Concessionaire having been set up for the sole purpose of exercising the rights and observing and performing its obligations and liabilities under this Agreement, the Concessionaire or any of its subsidiaries shall not, except with the previous written consent of the Authority, be or become directly or indirectly engaged, concerned or interested in any business other than as envisaged herein.

The Concessionaire having been set up for the sole purpose of exercising the rights and observing and performing its obligations and liabilities under this Agreement, the Concessionaire or any of its subsidiaries or joint ventures shall not, except with the previous written consent of the Authority, be or become directly or indirectly engaged, concerned or interested in any business other than as envisaged herein. Provided that the Concessionaire or its subsidiaries/joint ventures may undertake treasury operations in the ordinary course of business and may hold shares, ownership participation or any other ownership interest in any undertaking specifically incorporated/created for performing any Aeronautical Services, Non-Aeronautical

As normal business practice, Concessionaire may form Joint Ventures or subsidiaries for carrying out business envisaged under the Concession Agreement. Further, treasury operations by the Concessionaire should be allowed to enable efficient cash flow management.

The Concessionaire is not allowed to form or incorporate any Subsidiary and/or JV.

Services or City Side Development services as contemplated in this Agreement.

CA, Clause 5.16

The Airport or any part thereof shall not be branded in any manner to advertise, display or reflect the name or identity of the Concessionaire or its shareholders. Save and except as may be necessary in the normal course of business, the Concessionaire undertakes that it shall not, in any manner, use the name or identity of the Airport to advertise or display its own identity, brand equity or business interests, including those of its shareholders. For the avoidance of doubt, it is agreed that the Concessionaire may display its own name at the spots where other public notices are displayed for the Users. It is further agreed that the Airport shall be known, promoted, displayed and advertised by the name…………………. Airport.

The Airport or any part thereof shall not be branded in any manner to advertise, display or reflect the name or identity of the Concessionaire or its shareholders except if the Concessionaire uses its name or name of its Shareholders in association with the name of the Airport. Save and except as may be necessary in the normal course of business, the Concessionaire undertakes that it shall not, in any manner, use the name or identity of the Airport to advertise or display its own identity, brand equity or business interests, including those of its shareholders. For the avoidance of doubt, it is agreed that the Concessionaire may display its own name at the spots where other public notices are displayed for the Users. It is further agreed that the Airport shall be known, promoted, displayed and advertised by the name…………………. Airport.

We request that the Concessionaire should be allowed to display/ advertise its name/ brand or name/ brand of its shareholders in association with that of the airport.

No change

CA, Clause 6.1.2 (k)

procure a 2 (two) lane access road to the Airport before COD;

procure a 2 (two) 4 (four) lane access road to the Airport before COD;

Atleast a four lane access road to the Airport should be provided to ensure smooth vehicular


movement involved in construction works as well as for passenger traffic post COD.

CA, Clause 6.1.2 (l)

assist the Concessionaire in procuring at Concessionaire’s cost, Right of Way for setting up of water pipes and electric cables to the Site.

assist the Concessionaire in procuring at Concessionaire’s cost, Right of Way for setting up of water pipes and electric cables to the Site. provide provisions of electricity and water up to the boundary of the Site before the COD for Phase 1 capacity requirement of the Airport; and

Authority should provide utility connections upto the boundary of the Site.


CA, Clause 6.4

Upon request made by the Concessionaire to this effect, the Authority shall, in conformity with any regulations or guidelines that may be notified by the Government of India or the Reserve Bank of India, as the case may be, permit and enable the Concessionaire to secure refinancing, in whole or in part, of the Debt Due on such terms as may be agreed upon between the Concessionaire and the entity providing such refinancing; provided, however, that the refinancing hereunder shall always be subject to the prior consent of the Authority, which consent shall not be unreasonably withheld. For the avoidance of doubt, the tenure of debt refinanced hereunder may be

Upon request made by the Concessionaire to this effect, the Authority shall, in conformity with any regulations or guidelines that may be notified by the Government of India or the Reserve Bank of India, as the case may be, permit and enable the Concessionaire to secure refinancing, in whole or in part, of the Debt Due on such terms as may be agreed upon between the Concessionaire and the entity providing such refinancing; provided, however, that the refinancing hereunder shall always be subject to the prior consent of the Authority, which consent shall not be unreasonably withheld. For the avoidance of doubt, the tenure of debt refinanced hereunder may be determined mutually between the Senior Lenders and the Concessionaire, but the

Refinancing is within the scope of the Concessionaire and as long as terms of the Concession Agreement are being observed, no separate approval of Authority should be needed

No change

determined mutually between the Senior Lenders and the Concessionaire, but the repayment thereof shall be completed no later than 1 (one) year prior to expiry of the Concession Period.

repayment thereof shall be completed no later than 1 (one) year prior to expiry of the Concession Period.

CA, Clause 9.1.1

The Concessionaire shall, for the performance of its obligations hereunder, provide to the Authority no later than 180 (one hundred and eighty days) from the date of issue of the LOA, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. 100 crore (one-hundred crore)3 in the form set forth in Schedule-F (the “Performance Security”).

The Concessionaire shall, for the performance of its obligations hereunder, provide to the Authority no later than 180 (one hundred and eighty days) from the date of issue of the LOA, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. 100 crore (one-hundred crore)3 in the form set forth in Schedule-F (the “Performance Security”).

Typographical error Please refer to revised DCA

CA, Clause 9.4

…The Deemed Performance Security shall be unconditional and irrevocable, and shall, notwithstanding anything to the contrary contained in Clause 36.3, constitute the first and exclusive charge on an equivalent balance in the Escrow Account and on all amounts due and payable by the Concessionaire to the Authority, and the

…The Deemed Performance Security shall be unconditional and irrevocable, and shall, notwithstanding anything to the contrary contained in Clause 36.3, constitute the first and exclusive charge on an equivalent balance in the Escrow Account and on all amounts due and payable by the Concessionaire to the Authority, and the Authority shall be entitled to enforce the Deemed Performance

Authority should consider replacing the Deemed Performance Security with a bank guarantee to ensure sufficient liquidity to the Concessionaire.

No change

Authority shall be entitled to enforce the Deemed Performance Security through a withdrawal from the Escrow Account or by making a deduction from the amounts due and payable to it by the Concessionaire in accordance with the provisions of Clause 9.5. For the avoidance of doubt, the Parties agree that no amounts shall be earmarked, frozen or withheld in the Escrow Account for securing payment of any potential Damages that may fall due at a subsequent date, and only the amounts which shall have become due and payable by the Concessionaire upon occurrence of a Concessionaire Default shall be liable to appropriation hereunder.

Security through a withdrawal from the Escrow Account or by making a deduction from the amounts due and payable to it by the Concessionaire in accordance with the provisions of Clause 9.5. For the avoidance of doubt, the Parties agree that no amounts shall be earmarked, frozen or withheld in the Escrow Account for securing payment of any potential Damages that may fall due at a subsequent date, and only the amounts which shall have become due and payable by the Concessionaire upon occurrence of a Concessionaire Default shall be liable to appropriation hereunder. Further, the Concessionaire may provide a bank guarantee of equivalent amount to the Authority, which may be renewed annually, in lieu of the release of the change in the Escrow Account.

CA, Clause 10.2.3

The licence, access and right of way granted by this Agreement to the Concessionaire shall always be subject to existing rights of way and the Concessionaire shall perform its obligations in a manner that the Airport is open to Users at all times during the

The licence, access and right of way granted by this Agreement to the Concessionaire shall always be subject to existing rights of way and the Concessionaire shall perform its obligations in a manner that the Airport is open to Users at all times during the Concession Period, save and except

Authority should ensure that any existing rights of way do not affect the development of the airport.


Concession Period, save and except during the hours for which closure thereof shall have been permitted by the Authority.

during the hours for which closure thereof shall have been permitted by the Authority.

CA, Clause 10.3.2

Without prejudice to the provisions of Clause 10.3.1, the Parties hereto agree that on or prior to the Appointed Date, the Authority shall have granted vacant access and Right of Way such that the Appendix shall not include more than 10% (ten per cent) of the total area of the Site required and necessary for the Airport, and in the event Financial Close is delayed solely on account of delay in grant of such vacant access and Right of Way, the period for the achievement of the Financial Close shall be extended by the Authority in accordance with the provisions of Clause 4.2. …

Authority should provide Right of Way for 100% land prior to the Appointed Date.

No change

CA, Clause 10.3.4

The Authority shall make best efforts to procure and grant, no later than 180 (one hundred and eighty) days from the Appointed Date, the Right of Way to the Concessionaire in respect of all land included in the

The Authority shall make best efforts to procure and grant, no later than 180 (one hundred and eighty) days from the Appointed Date, the Right of Way to the Concessionaire in respect of all land included in the Appendix and in the event of

Authority should provide Right of Way for 100% land prior to the Appointed Date. Please correct the reference in Clause 10.3.6.

No change

Appendix and in the event of delay for any reason other than Force Majeure or breach of this Agreement by the Concessionaire, and any such delay adversely affects the Construction Works,…

delay for any reason other than Force Majeure or breach of this Agreement by the Concessionaire, and any such delay adversely affects the Construction Works,…

CA, Clause 11.3.2

… Upon receipt of a notice hereunder, the connecting portion thereof falling within the Site shall be constructed by the Concessionaire in accordance with Article 16, and the maintenance thereof shall be undertaken by the Concessionaire at the Authority’s cost in accordance with the provisions of Clause 17.1.3. Provided further that in case such cost are approved by AERA for the purpose of determination of tariff, the same shall not be payable by Authority. In case payment or part payment has already been paid by the Authority to the

… Upon receipt of a notice hereunder, the connecting portion thereof falling within the Site shall be constructed by the Concessionaire in accordance with Article 16, and the maintenance thereof shall be undertaken by the Concessionaire at the Authority’s cost in accordance with the provisions of Clause 17.1.3. Provided further that in case to the extent such cost are approved by AERA for the purpose of determination of tariff, the same shall not be payable by Authority. In case AERA approves partial cost for such facilities, the balance amount will be paid by the Authority. In case payment or part payment has already been paid by the Authority to the Concessionaire which is greater than the cost approved by AERA for tariff determination, the same shall be refunded by the Concessionaire to the

Authority should reimburse the balance portion of cost of the facility which have not been approved by AERA for tariff determination.

No change

Authority in accordance with Clause 16.1.5…

CA, Clause 12.10.1

Subject to the provisions of this Clause 12.10 the Concessionaire shall have to mandatorily undertake the development of the MRO Facilities latest by 10th anniversary of the COD, as specified in Schedule B together with provision of Project Facilities as specified in Schedule C, in conformity with the Specifications and Standards set forth in Schedule D and in accordance with the provisions of this Agreement, Applicable Laws, relevant ICAO Documents and Annexes, CAR Guidelines and Good Industry Practice.

Subject to the provisions of this Clause 12.10 the Concessionaire shall have to mandatorily undertake or cause to undertake the development of the MRO Facilities latest by 10th anniversary of the COD, as specified in Schedule B together with provision of Project Facilities as specified in Schedule C, in conformity with the Specifications and Standards set forth in Schedule D and in accordance with the provisions of this Agreement, Applicable Laws, relevant ICAO Documents and Annexes, CAR Guidelines and Good Industry Practice.

MRO is not a core function of an airport operator. Development of MRO facilities is dependent on demand from the airlines. As such, it should be demand driven rather than mandatory as per Concession Agreement.

No change

CA, Clause 17.1.3

The Concessionaire shall maintain, in conformity with Good Industry Practice, all stretches of approach roads, over-bridges/ under-bridges, over-passes, under-passes or other structures situated on the Site but not forming part of the Airport.

The Concessionaire shall maintain, in conformity with Good Industry Practice, all stretches of approach roads, over-bridges/ under-bridges, over-passes, under-passes or other structures situated on the Site but not forming part of the Airport.

Concessionaire should be responsible for maintenance of the structures which form part of the Airport only.

No change

CA, Clause 17.15.3(b)

provide a separate apron of approximately 450Mx150M for parking wide bodied aircraft with

provide a separate apron of approximately 450Mx150M adequate space to accommodate for parking

Concessionaire should only provide space for use by the Defence forces. Any construction or development should be undertaken by the Defence Forces at their own cost.

Request to refer to the NOC provided by Ministry of Defence

office space for operation of IAF aircraft during hostilities/ exercise/ HADR missions;

wide bodied aircraft with office space for operation of IAF aircraft during hostilities/ exercise/ HADR missions at or near the area earmarked for this purpose in the Master Plan. The Defence Forces shall be allowed the right to construct the required facilities for their use within the earmarked area at their own cost.

Passing these cost to Concessionaire would unnecessarily burden the passengers of the airport.

CA, Clause 17.15.3 (h)

Provides 10 acres of land gratis for development of IAF enclave

Provides 10 acres of land gratis for development of IAF enclave

This should be deleted No change

CA, Clause 17.16

The Parties expressly agree that the provisions of Article 17 shall not apply to Unrestricted Part of City Side Development; provided, however, that the Concessionaire agrees and undertakes to maintain City Side Development at all times in accordance with Good Industry Practice and Applicable Laws.

The Parties expressly agree that the provisions of Article 17 shall not apply to Unrestricted Part of City Side Development; provided, however, that the Concessionaire agrees and undertakes to maintain City Side Development at all times in accordance with Good Industry Practice and Applicable Laws.

Annex 3 of Schedule A does not list any differentiation in City Side Development land.


CA, Clause 18.2.1

The Concessionaire shall provide or cause to be provided at its own cost and expense, the infrastructure required for operation of the ground handling services required at the Airport for and in respect of aircrafts, passengers and cargo,…

The Concessionaire shall provide or cause to be provided at its own cost and expense, the infrastructure required for operation of the ground handling services required at the Airport for and in respect of aircrafts, passengers and cargo,…

Concessionaire may invest or cause 3rd party ground handling agencies to invest in the required infrastructure at the airport based on this commercial strategy.


CA, Clause 18.2.2

The Concessionaire shall provide Ground Handling Services in accordance with the provisions of this Agreement and Good Industry Practice. Further, Concessionaire shall procure additional 3rd party Ground handling service provider if required as per Applicable Laws.

The Concessionaire shall provide or cause to be provided through 3rd party Ground handling service provider Ground Handling Services in accordance with the provisions of this Agreement and Good Industry Practice. Further, Concessionaire shall procure additional 3rd party Ground handling service provider if required as per Applicable Laws.

Concession Agreement should enable Concessionaire to provide Aeronautical Services through 3rd party Independent Service Providers (ISPs) as per standard market practice.


CA, Clause 19.1.8

The Concessionaire shall at all times provide, or cause to be provided, within the Terminal Building, all of the following: (a) Free drinking water outlets for passengers at not less than 3 (three) locations, of which one shall be located within the security hold area for passengers; (b) vending machines installed at not less than 5 (five) convenient locations for dispensing bottled water, packed food/snacks and beverages at maximum retail price; and (c) not less than [4 (four)] kiosks or outlets for vending beverages and snacks to passengers,

The Concessionaire shall at all times provide, or cause to be provided, within the Terminal Building, all of the following: (a) Free drinking water outlets for passengers at not less than 3 (three) locations, of which one shall be located within the security hold area for passengers; (b) vending machines installed at not less than 5 (five) convenient locations for dispensing bottled water,packed food/snacks and beverages at maximum retail price; and (c) not less than [4 (four)] kiosks or outlets for vending beverages and snacks to passengers, and operated by competing vendors.

Concessionaire should be provided adequate flexibility for managing its non-aeronautical services. Sub-point (b) already ensures that vending machines are made available for the convenience of the passengers.

No change

and operated by competing vendors.

CA, Clause 19.1.10



The requirement for seating capacity is already specified under Service Quality Requirement and should be as per IATA Level of Service c “Optimum”.

No change

CA, Clause 19.4.3

The Concessionaire shall supply electricity and water, at its own cost and expense, to the Reserved Area within the Terminal Building

The Concessionaire shall supply electricity and water, at its own cost and expense on recoverable basis, to the Reserved Area within the Terminal Building.

The utility consumption in the Reserved Area should be recoverable by the Concessionaire from the respective agencies.

Please refer to the clarification provided by AERA in the meeting held on 5th September 2019

CA, new clause 19.4.7

- Notwithstanding anything to the contrary, it is stated that any expenditure incurred by the Concessionaire on Reserved Area should be considered by AERA for Aeronautical tariff determination.

For clarity purpose Please refer to the clarification provided by AERA in the meeting held on 5th September 2019

CA, Clause 19.6.1

The Concessionaire shall provide or cause to be provided, at its own cost and expense the infrastructure required for operation of check-in services at the Airport for and in respect of departing passengers (the “Check-in Services”)

The Concessionaire shall provide or cause to be provided, at its own cost and expense the infrastructure required for operation of check-in services at the Airport for and in respect of departing passengers (the “Check-in Services”)

The concessionaire should be free to decide the commercial structure on how various services are to be provided at the airport


CA, Clause 19.6.3

Notwithstanding anything to the contrary contained in this Clause 19.6, the Concessionaire shall

Notwithstanding anything to the contrary contained in this Clause 19.6, the Concessionaire shall enable

No change

enable airline, at the option of such airline, to provide Check-in Services to the Users of that airline on payment of a service fees to the Concessionaire on mutually agreed amount and/or as determined by AERA as per Applicable Laws related to Aeronautical tariff determination.

airline, at the option of such airline, to provide Check-in Services to the Users of that airline on payment of a service fees to the Concessionaire on mutually agreed amount and/or as determined by AERA as per Applicable Laws related to Aeronautical tariff determination.

CA, Clause 20.3.1

2 (two) kiosks or outlets for vending beverages and snacks to users of Car Park, and operated by competing vendors

2 (two) kiosks or outlets for vending beverages and snacks to users of Car Park, and operated by competing vendors

Concessionaire should be free to determine how the services are rendered in line with its commercial strategy, availability of vendors for said categories of F&B items .

No change

CA, Clause 22.4.6

notwithstanding anything to the contrary contained in this Agreement, be entitled to pass on 80% (eighty per cent) of such increase to the Users by means of a corresponding increase in Fees with prior approval of the Authority or Designated GOI Agency as applicable.

notwithstanding anything to the contrary contained in this Agreement, be entitled to pass on 80% (eighty 100% (hundred per cent) of such increase to the Users by means of a corresponding increase in Fees with prior approval of the Authority or Designated GOI Agency as applicable.

Security threats which would impact insurance are beyond the concessionaire’s control. The concessionaire should be allowed to pass on the entire cost increase which will be considered by AERA as part of operating costs

No change

CA, Clause 22.4.7

The cost of provision of security services as specified by the Designated Government Agency, under and in accordance with the provisions of this Article 22, shall be recovered by the Concessionaire from the Users, as allowed and

The cost of provision of security services as specified by the Designated Government Agency, under and in accordance with the provisions of this Article 22, shall be recovered by the Concessionaire from the Users, as allowed and limited by the Applicable Laws and

Concessionaire should not be burdened with any such shortfall in payment to Designated GOI Agency. If there is shortfall, MoCA should direct the recovery of appropriate cost through higher charges from users.

No Change

limited by the Applicable Laws and determined by AERA and same shall be paid by the Concessionaire to the Designated GOI Agency. It may be clarified, in case the recovery of costs from Users as allowed/limited by Applicable Laws and determined by AERA are not sufficient to meet the cost of Designated GOI Agency, the shortfall hereunder shall be fully borne by the Concessionaire.

determined by AERA and same shall be paid by the Concessionaire to the Designated GOI Agency. It may be clarified, in case the recovery of costs from Users as allowed/limited by Applicable Laws and determined by AERA are not sufficient to meet the cost of Designated GOI Agency, the shortfall hereunder shall be fully borne by the Concessionaire.

CA, Clause 22.8.2



Concessionaire should not be responsible for the residential accommodation for Designated GOI Agency. Moreover, such accommodation should not be earmarked on the Site.

No change

CA, Clause 22.8.3

The Control over the Reserved Area shall vest in the respective Designated GOI

The Control over the Reserved Area shall vest in the respective Designated GOI Agencies responsible for

For clarity purpose, the Concessionaire is not required to provide utilities (water and electricity) in the Reserved Area which is not within the Terminal Building.

No change

Agencies responsible for carrying out the functions for which such area has been earmarked or for any other purpose analogous to such functions. The obligations of the Concessionaire in respect of Reserved Areas and access thereto shall be limited to maintenance of civil works, structures and equipment forming part of the Reserved Area; provided that it shall have unrestricted access thereto in case of Emergency, fire or other similar event.

carrying out the functions for which such area has been earmarked or for any other purpose analogous to such functions. The obligations of the Concessionaire in respect of Reserved Areas and access thereto shall be limited to maintenance of civil works, structures and equipment forming part of the Reserved Area and exclude supply of utilities, except in Reserved Area within Terminal Building; provided that it shall have unrestricted access thereto in case of Emergency, fire or other similar event.

CA, Clause 24.1.1

At all times during the Operation Period, the Concessionaire shall, no later than 7 (seven) days after the close of each month, furnish to the Authority and the Independent Engineer a monthly report, in a form acceptable to the Authority, stating in reasonable detail the condition of the Airport including its compliance…

At all times during the Operation Period, the Concessionaire shall, no later than 7 (seven) days after the close of each month quarter, furnish to the Authority and the Independent Engineer a monthly quarterly report, in a form acceptable to the Authority, stating in reasonable detail the condition of the Airport including its compliance…

Reporting should be quarterly as monthly would be too frequent.


CA, Clause 24.1.2

At all times during Operation Period, the Concessionaire shall, no later than 10 (ten) days after the close of each

At all times during Operation Period, the Concessionaire shall, no later than 10 (ten) days after the close of each quarter …… key performance

As the concession fee is based on a per passenger traffic basis and is not linked to the Gross Revenue, the requirement for sharing budgetary and financial performance with the Authority should be relaxed.


quarter …… key performance indicators achieved in the quarter, along with an analysis of reasons for failures, if any, and proposals to remedy the same; (b) key operational hurdles and deliverables expected in the succeeding quarter along with strategies for addressing the same and for otherwise improving the Airport’s operational performance. (c) key financial parameters for the quarter, as benchmarked against the quarterly budget, the reasons for shortfall, if any, and proposals to remedy the same; and (d) quarterly budget for the succeeding quarter, along with strategies for improving the Airport’s financial performance

indicators achieved in the quarter, along with an analysis of reasons for failures, if any, and proposals to remedy the same; (b) key operational hurdles and deliverables expected in the succeeding quarter along with strategies for addressing the same and for otherwise improving the Airport’s operational performance. (c) key financial parameters for the quarter, as benchmarked against the quarterly budget, the reasons for shortfall, if any, and proposals to remedy the same; and (d) quarterly budget for the succeeding quarter, along with strategies for improving the Airport’s financial performance

Authority has the right to audit the books of the concessionaire as well as review its performance through its nominated Directors on the Board.

CA, Clause 26.7.1

The Concessionaire shall participate in the passenger survey of Airport Service Quality (the “ASQ”) undertaken by Airports Council International (the “ACI”) or any equivalent substitute thereof, conducted every quarter and shall ensure that the

The Concessionaire shall participate in the passenger survey of Airport Service Quality (the “ASQ”) undertaken by Airports Council International (the “ACI”) or any equivalent substitute thereof, conducted every quarter commencing from first full calendar year of operations post COD and

Concessionaire should be provided a lead time to stabilize operations post COD before participating in the ACI ASQ survey.

No change

Airport achieves and maintains a rating of at least 4.2 (four point two) out of 5.0 (five) in such survey (the “Target Rating”) and maintain the same throughout the rest of the Concession Period.

shall ensure that the Airport achieves and maintains a rating of at least 4.2 (four point two) out of 5.0 (five) in such survey (the “Target Rating”) and maintain the same throughout the rest of the Concession Period.

CA, Clause 26.8

Monthly status report During Operation Period, the Concessionaire shall, no later than 7 (seven) days after the close of each month, furnish a monthly report stating in reasonable detail the compliance with all the Key Performance Indicators specified in this Article 26 along with an analysis of the reasons for failures, if any, and the strategies for addressing the same and for otherwise improving the operational performance of the Airport. The monthly report shall include a quantification of the Damages calculated in accordance with Clause 26.10.

Monthly Quarterly status report During Operation Period, the Concessionaire shall, no later than 7 (seven) days after the close of each month quarter, furnish a monthly quarterly report stating in reasonable detail the compliance with all the Key Performance Indicators specified in this Article 26 along with an analysis of the reasons for failures, if any, and the strategies for addressing the same and for otherwise improving the operational performance of the Airport. The monthly quarterly report shall include a quantification of the Damages calculated in accordance with Clause 26.10.

Reporting is requested to be quarterly as monthly frequency would be too frequent.

Please refer revised clause

CA, Clause 28.1.3

The revenue generated from City Side Development shall not be considered for the purpose of cross-subsidization of Aeronautical Tariff determination by AERA.

Please confirm that AERA has confirmed to consider this exclusion based on the Concession Agreement.

Please refer to the clarification provided by AERA in the meeting held on 5th September.

CA, Clause 28.4.1

The Concessionaire shall procure that City Side Development and its land use shall at all times be in conformity with Applicable Laws and may include construction and operation of hotels, restaurants, convention centre, training centre, staff residence and hostels for employees working at the Airport, retail shops for passengers and tourists, travel related offices and amenities or analogous uses and any other activities provided as positive list in Annex IV of Schedule A.

The Concessionaire shall procure that City Side Development and its land use shall at all times be in conformity with Applicable Laws and may include construction and operation of hotels, restaurants, convention centre, training centre, staff residence and hostels for employees working at the Airport, retail shops for passengers and tourists, travel related offices and amenities or analogous uses and any other activities provided as positive list in Annex IV of Schedule A. For the sake of clarity, it is mentioned that any other activity which is not provided in such positive list would require prior approval of the Authority in accordance with the Applicable Laws.

Further, as per Annex IV of Schedule A, the residential development is not allowed in City Side. Please clarify if staff residence and hostels for employee will be excluded from residential development. Authority should provide flexibility to undertake additional activities under City Side Development in future which may not have been listed in the Concession Agreement.

No change

CA, Clause 28.6.4

The Concessionaire agrees and undertakes that in respect of any sub-licence, assignment or other Encumbrance on any Project Asset forming part of City Side Development, it is entitled to receive a monthly fee, charge, rent or revenue share, security deposit, premium, loan and advances as the case may be, in accordance

The Concessionaire agrees and undertakes that in respect of any sub-licence, assignment or other Encumbrance on any Project Asset forming part of City Side Development, it is entitled to receive a monthly fee, charge, rent or revenue share, security deposit, premium, loan and advances as the case may be, in accordance with the prevailing market practice

Revenues from City Side Development are excluded from tariff determination. Further, concession fee payable to Authority is independent of the revenue from City Side Development. As such, the concessionaire should be allowed to freely structure the cashflows from City Side Development based on market practices and no restriction should be specified in Concession Agreement.

No change

with the prevailing market practice For the avoidance of doubt, the Concessionaire agrees to procure that the consideration payable to it for any sub-licence, assignment or other Encumbrance shall accrue evenly over the Concession Period and shall be payable no less frequently than once every quarter; provided that nothing in this Article 28 shall prohibit the Concessionaire from adjusting the whole or any part of the consideration in proportion to the fluctuations in the grantee’s revenues or profits over the Concession Period or specifying annual increase not exceeding 12% (twelve percent) per annum in such consideration.

For the avoidance of doubt, the Concessionaire agrees to procure that the consideration payable to it for any sub-licence, assignment or other Encumbrance shall accrue evenly over the Concession Period and shall be payable no less frequently than once every quarter; provided that nothing in this Article 28 shall prohibit the Concessionaire from adjusting the whole or any part of the consideration in proportion to the fluctuations in the grantee’s revenues or profits over the Concession Period or specifying annual increase not exceeding 12% (twelve percent) per annum in such consideration.

CA, Clause 31.5.1

…The land value as on 29th April 2019 has been estimated to be INR 4050 crores1 (Four Thousand and fifty crores)…

The value of land needs to be fixed and intimated to bidders well in advance of the bid due date to ensure its financial implication is factored in the bid premium.


CA, Clause 31.5.2

… The authority shall not be obliged to demand payment of Licence Fee by notice or otherwise,

… The authority shall not be obliged to demand payment of Licence Fee by notice or otherwise, and it shall be

For clarity purpose to ensure licence fee is a pass through expense.

Please refer to revised DCA and clarification provided by AERA in the meeting held on 5th September 2019.

and it shall be incumbent upon the concessionaire to pay the Licence Fee as and when it falls due. The Licence Fee shall be payable by the concessionaire during the term of this Concession Agreement.

incumbent upon the concessionaire to pay the Licence Fee as and when it falls due. The Licence Fee shall be payable by the concessionaire during the term of this Concession Agreement and the same should be considered by AERA for Aeronautical tariff determination.

CA, Clause 32.3.6



AERA has a structured methodology for determining tariff at an airport which is governed by airport specific activities and capital structure. Being a greenfield airport in a two airports system and being governed by a different concession agreement, such provisions should not be imposed on the concessionaire.

No change

CA, Clause 32.3.8 (new clause)

Any payments or expenditure made by the Concessionaire to or on behalf of any Government Instrumentality for providing sovereign services such as customs, immigration, plant quarantine, animal quarantine services, meteorological, health and security services within the Airport shall be considered as pass through for the purpose of the determination of the Aeronautical Charges.

This is to ensure that any payment made by Concessionaire towards provision of Reserved Services or Reserved Area is considered pass through for tariff determination.


CA, Clause 32.5.3

Any review of the Aeronautical Charges under the provisions of Clause 32.5.1, shall take into account the revenues, adjustments,

Any review of the Aeronautical Charges under the provisions of Clause 32.5.1, shall take into account the revenues, adjustments, recoveries or payments, if

Tariff determination is undertaken by AERA based on well defined methodology prescribed under AERA Act. The tariff arrived at under this process should reflect the investment and expenses incurred by the Concessionaire.

No change

recoveries or payments, if any, that the Parties may have recovered or made in accordance with the provisions of this Agreement, and AERA may determine whether any further recoveries or payments, as the case may be, are due to, or receivable from the Concessionaire. AERA may, as far as may be, give effect to its determination hereunder by an appropriate increase or decrease, as the case may be, in the rate of the Aeronautical Charges and for such period as it may specify, in accordance with the provisions of AERA Act and this Agreement. Provided, however, that in the event AERA determines that any increase in the Aeronautical Charges is unjustified and prejudicial to the interests of Users, it may waive such increase fully or partly.

any, that the Parties may have recovered or made in accordance with the provisions of this Agreement, and AERA may determine whether any further recoveries or payments, as the case may be, are due to, or receivable from the Concessionaire. AERA may, as far as may be, give effect to its determination hereunder by an appropriate increase or decrease, as the case may be, in the rate of the Aeronautical Charges and for such period as it may specify, in accordance with the provisions of AERA Act and this Agreement. Provided, however, that in the event AERA determines that any increase in the Aeronautical Charges is unjustified and prejudicial to the interests of Users, it may waive such increase fully or partly.

The given statement in the clause provides arbitrary rights to AERA to waive any increase in tariff that may be determined based on this well-defined process set in AERA Act and creates regulatory uncertainty and risks for the bidders.

CA, Clause 32.5.6

Notwithstanding anything to the contrary contained in the Agreement, it is clarified that till the time Airport is not designated as Major Airport under AERA Act, Aeronautical

MOCA has issued Consultation Paper No.01/2019-20 for determination of Philosophy and tariff for non-major airports. MOCA has proposed a cluster approach for such non major airports and prescribes the tariff based on traffic in clusters and not individual airports. Given the greenfield nature of this airport and


charges shall be determined as per as per the Applicable Laws and Guidelines issued by DGCA and Ministry of Civil Aviation.

not being part of the AAI airport structure, direction from MoCA should be provided prior to the Bid that this airport should have tariff determined individually and not part of the cluster approach proposed by MoCA

CA, Clause 32.6.2

The Concessionaire shall undertake and complete the Construction Works for the subsequent Phases in accordance with the approval granted by Authority and other Government Instrumentality, and the provisions of this Agreement for and in respect of Construction Works shall apply mutatis mutandis to the Construction Works undertaken in pursuance of this Clause 32.6.

The Concessionaire shall undertake and complete the Construction Works for the subsequent Phases in accordance with the approval granted by Authority AERA and other Government Instrumentality, and the provisions of this Agreement for and in respect of Construction Works shall apply mutatis mutandis to the Construction Works undertaken in pursuance of this Clause 32.6.

Concessionaire needs to submit the capital costs for subsequent phases for approval to AERA under Clause 32.6.1. As such, there should not be any further approval required for carrying out construction works.

No change

CA, Clause 32.10

The Concessionaire may appoint a fee contractor or any other person to collect the Fee for and on behalf of the Concessionaire; provided that notwithstanding such appointment, the Concessionaire shall be and remain solely liable and responsible for the collection of Fee in accordance with this Agreement and its deposit into the Escrow Account and for compliance with the

The Concessionaire may appoint a fee contractor or any other person to collect the Fee for and on behalf of the Concessionaire; provided that notwithstanding such appointment, the Concessionaire shall be and remain solely liable and responsible for the collection of Fee in accordance with this Agreement and its deposit into the Escrow Account and for compliance with the provisions of this Agreement. Any cost incurred towards collection of Fee from

For clarity, the charges and cost for collection of Fee paid by the concessionaire to the Fee Collector should be considered a pass-through expense for tariff determination.

No change

provisions of this Agreement.

Aeronautical Services should be considered by AERA as pass through for Aeronautical tariff determination.

CA, Clause 36.4.1

… Provided that no appropriations shall be made under Sub-clause (k) of this Clause 36.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Article 43.

… Provided that no appropriations shall be made under Sub-clause (k j) of this Clause 36.4.1 until a Vesting Certificate has been issued by the Authority under the provisions of Article 43.

Please correct the sub-clause reference. Please refer to revised DCA

CA, Clause 39.1.1

If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less Insurance Cover.

If Termination is on account of a Non-Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less amount payable under Insurance Cover.

Please amend to reflect the actual payout under Insurance Cover.

No change

CA, Clause 39.1.2

If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (a) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in the computation of Debt Due;

If Termination is on account of an Indirect Political Event, the Authority shall make a Termination Payment to the Concessionaire in an amount equal to: (a) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80 100% (eighty hundred percent) of such unpaid claims shall be included in the computation of Debt Due; (e) 110% (one hundred and ten per cent) of the Adjusted Equity; and

100% of unpaid amount under Insurance Cover should be included as Concessionaire has no control on such events.

No change

(b) 110% (one hundred and ten per cent) of the Adjusted Equity; and (c) an amount equivalent to the Additional Termination Payment less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall be included in computation of the amount payable hereunder.

(f) an amount equivalent to the Additional Termination Payment less Insurance Cover; provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 80 100% (eighty hundred per cent) of such unpaid claims shall be included in computation of the amount payable hereunder.

CA, Clause 42.3.2

Upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to:

(a) Debt Due less Insurance Cover;

(b) 150% (one hundred and fifty per cent) of the Adjusted Equity; and

(c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment.

Upon Termination on account of an Authority Default, the Authority shall pay to the Concessionaire, by way of Termination Payment, an amount equal to:

(a) Debt Due less Insurance Cover;

(b) 150% (one hundred and fifty per cent) of the Adjusted Equity; and

(c) 115% (one hundred and fifteen per cent) of the amount representing the Additional Termination Payment. Provided that if any insurance claims forming part of the Insurance Cover are not admitted and paid, then 100% (hundred per cent) of such

This is to ensure that Concessionaire is suitably compensated by Authority in case any insurance claim is not paid.

No change

unpaid claims shall be included in the computation of Debt Due.

CA, Clauses 42.4.3 and 42.4.4

Additional Termination Payment due and payable in respect of…shall be limited to the lowest of: 1. Adjusted Depreciated Value thereof; 2. the replacement value thereof, as assessed by an Approved Valuer, who shall be selected and appointed by the Authority, within 15 (fifteen) days of Termination, for submitting his assessment within 30 (thirty) days of his appointment hereunder; and. 3. 40% (forty per cent) of the sum of Total Project Cost and Equity Support, if any.

Please define “Equity Support” for Clauses 42.4.3 and 42.4.4


CA , 49.3.1 Subject to the provisions of the AERA Act concerning the power and authority of AERA to adjudicate upon the disputes as per the provisions therein, any other Dispute which is not resolved amicably by conciliation, as provided in Clause 49.2, …

Subject to the provisions of the AERA Act concerning the power and authority of AERA to adjudicate upon the disputes as per the provisions therein, any other Dispute which is not resolved amicably by conciliation, as provided in Clause 49.2, …

Clause needs to be modified as AERA should not adjudicate on disputes related to Concession Agreement.

No change

CA, Definition

“Aeronautical Charges” means the charges for Aeronautical Services approved by AERA, which charges can be levied, collected and appropriated by the Concessionaire;

“Aeronautical Charges” means the charges for Aeronautical Services approved by AERA as per the AERA Act and the Concession Agreement, which charges can be levied, collected and appropriated by the Concessionaire;

Aeronautical Charges should be determined by AERA based on the AERA Act and the terms of this Concession Agreement.

No change

CA, Definition

“Aeronautical Revenues” means the aggregate revenue requirement determined by AERA as per the Applicable Laws;

“Aeronautical Revenues” means the aggregate revenue requirement determined by AERA as per the AERA Act, the Concession Agreement and the Applicable Laws;

Aeronautical Revenues should be determined by AERA based on the AERA Act and the terms of this Concession Agreement.

No change

CA, Definition

“Associate” or “Affiliate” means, in relation to either Party {and/or Consortium Members}, a person who controls, is controlled by, or is under the common control with such Party {or Consortium Member} (as used in this definition, the expression “control” means, with respect to a person which is a company or corporation,

a) the ownership, directly or indirectly, of more than 50% (fifty per percent) of the voting shares of such person; or

b) holding more than 50% (fifty

“Associate” or “Affiliate” means, in relation to either Party {and/or Consortium Members}, a person who controls, is controlled by, or is under the common control with such Party {or Consortium Member} (as used in this definition, the expression “control” means, with respect to a person which is a company or corporation,

a) the ownership, directly or indirectly, of more than 50% (fifty per percent) of the voting shares of such person; or

b) holding more than 50% (fifty percent) of the voting rights of such person by virtue of an agreement; or

To make the definition consistent with RFQ cum RFP.

No change

percent) of the voting rights of such person by virtue of an agreement; or

c) the power to govern the policy decisions of such person under statute or an agreement; or

d) d) to appoint or remove the majority of the members of the board of directors; or

e) to cast the majority of votes at a meeting of the board of directors; and with respect to a person which is not a company or corporation, the power to direct the management and policies of such person by operation of law or by contract or otherwise.

c) the power to govern the policy decisions of such person under statute or an agreement; or

d) to appoint or remove the majority of the members of the board of directors; or

e) to cast the majority of votes at a meeting of the board of directors; and with respect to a person which is not a company or corporation, the power to direct the management and policies of such person by operation of law or by contract or otherwise.

CA, Definition

“Bank” means a bank incorporated in India and having a minimum net worth of Rs. 1,000 crore (Rupees one thousand crore) or any other bank acceptable to Senior Lenders, but does not include a bank in which


Bank should not exclude Senior Lenders as it is essential for achieving financial close with Senior Lenders.

No change

any Senior Lender has an interest;

CA, Definition

“Debt Due” means the aggregate of the following sums expressed in Indian Rupees outstanding on the Transfer Date:

a) the principal amount of the debt provided by the Senior Lenders under the Financing Agreements for financing the Total Project Cost (the “principal”) but excluding any part of the principal that had fallen due for repayment 2 (two) years prior to the Transfer Date;

b) all accrued interest, financing fees and charges payable under the Financing Agreements on, or in respect of, the debt referred to in Sub-clause (a) above until the Transfer Date but excluding (i) any interest, fees or charges that

“Debt Due” means the aggregate of the following sums expressed in Indian Rupees outstanding on the Transfer Date: a) the principal amount of the debt provided by the Senior Lenders under the Financing Agreements for financing the Total Project Cost (the “principal”) but excluding any part of the principal that had fallen due for repayment 2 (two) years prior to the Transfer Date; b) all accrued interest, financing fees and charges payable under the Financing Agreements on, or in respect of, the debt referred to in Sub-clause (a) above until the Transfer Date but excluding (i) any interest, fees or charges that had fallen due 1 (one) year prior to the Transfer Date, (ii) any penal interest or charges payable under the Financing Agreements to any Senior Lender, and (iii) any pre-payment charges in relation to accelerated repayment of debt except where such charges have arisen due to Authority Default; and

c) any Subordinated Debt which is included in the

Higher limit should be provided as in earlier greenfield concession agreements.

No change

had fallen due 1 (one) year prior to the Transfer Date, (ii) any penal interest or charges payable under the Financing Agreements to any Senior Lender, and (iii) any pre-payment charges in relation to accelerated repayment of debt except where such charges have arisen due to Authority Default; and

c) any Subordinated Debt which is included in the Financial Package and disbursed by lenders for financing the Total Project Cost;

provided that if all or any part of the Debt Due is convertible into Equity at the option of Senior Lenders and/or the Concessionaire, it shall

Financial Package and disbursed by lenders for financing the Total Project Cost;

provided that if all or any part of the Debt Due is convertible into Equity at the option of Senior Lenders and/or the Concessionaire, it shall for the purposes of this Agreement be deemed to be Debt Due even after such conversion and the principal thereof shall be dealt with as if such conversion had not been undertaken; provided further that the Debt Due, on or after COD, shall in no case exceed 70% (seventy per cent) 85% (eighty five percent) of the Total Project Cost;

for the purposes of this Agreement be deemed to be Debt Due even after such conversion and the principal thereof shall be dealt with as if such conversion had not been undertaken; provided further that the Debt Due, on or after COD, shall in no case exceed 70% (seventy per cent) of the Total Project Cost;

CA, Definition

“Gross Revenue” means all pre-tax gross revenues earned by the Concessionaire under or pursuant to this Agreement, at any time from the date of the execution of this Agreement upto the Transfer Date, and shall include any monies received from sub-licensees and other persons, by the Concessionaire as deposits (refundable or otherwise) but shall exclude only the following: a) any insurance proceeds received by the Concessionaire relating to (i) third party liability insurance paid or to be paid to the person whose claim(s) constitute(s) the

“Gross Revenue” means all pre-tax gross revenues earned by the Concessionaire under or pursuant to this Agreement, at any time from the date of the execution of this Agreement upto the Transfer Date, and shall include any monies received from sub-licensees and other persons, by the Concessionaire as deposits (refundable or otherwise) but shall exclude only the following: a) any insurance proceeds received by the Concessionaire relating to (i) third party liability insurance paid or to be paid to the person whose claim(s) constitute(s) the risk or liability insured against; and (ii) any form of physical damage of assets, and the Concessionaire has incurred

The given definition of Gross Revenue was applicable when the concession fee was based on Revenue Share on Gross Revenue. As the concession fee is based on Premium payable on airport traffic, there is no premium to be paid on the Gross Revenue.

No change

risk or liability insured against; and (ii) any form of physical damage of assets, and the Concessionaire has incurred or will incur an expenditure greater than or equal to such proceeds received for repair, reinstatement or otherwise

replacement, promptly and diligently of such assets;


c) any deposit amounts refunded to the relevant sub-licensee or any other person authorized by the Authority in a particular Concession Year provided these

or will incur an expenditure greater than or equal to such proceeds received for repair, reinstatement or otherwise

replacement, promptly and diligently of such assets;


c) any deposit amounts refunded to the relevant sub-licensee or any other person authorized by the Authority in a particular Concession Year provided these pertain to past deposits on which Premium has been paid to the Authority.

d) any revenue recognized for construction or upgrade services under the provisions of Appendix A (Service Concession Arrangements) of the

pertain to past deposits on which Premium has been paid to the Authority.

d) any revenue recognized for construction or upgrade services under the provisions of Appendix A (Service Concession Arrangements) of the Indian Accounting Standards (Ind-AS) 11, Construction Contracts and references therein, including subsequent amendments thereof in relation to the recognition of revenues/consideration for construction or upgrade services under Ind-AS, as per Applicable Laws

Indian Accounting Standards (Ind-AS) 11, Construction Contracts and references therein, including subsequent amendments thereof in relation to the recognition of revenues/consideration for construction or upgrade services under Ind-AS, as per Applicable Laws

e) payments made by the Concessionaire for the activities undertaken by relevant authorities or payments received by the Concessionaire for provision of electricity, water, sewerage, or analogous utilities to third party service providers;

f) any amount that accrues to Concessionaire from sale of any capital assets or items;

g) any bad debts written off provided these pertain to past revenues on which annual fees is to be paid to the Authority;

h) any dividend income;

CA, Definition

“Project” means the construction, operation and maintenance of the Airport in accordance with the provisions of this Agreement and the Master Plan, and includes all works, services and equipment relating to or in respect of the Scope of the Project;

“Project” means the design, finance, construction, operation and maintenance of the Airport in accordance with the provisions of this Agreement and the Master Plan, and includes all works, services and equipment relating to or in respect of the Scope of the Project;

Please include design and finance as project is to be carried out based on DBFOT.


CA, Definition

“Police and Post” “Police and Post” Please refer to revised DCA

CA, Definition



There is no restricted part of city side development in the master plan.


CA, Definition

“Taxes” means any Indian taxes including excise duties, customs duties, value added tax, sales tax, local taxes, cess and any impost or surcharge of like nature (whether Central, State or local) on the goods, materials, equipment and services incorporated in and forming part of the Airport charged, levied or

“Taxes” means any Indian taxes including goods and service tax, excise duties, customs duties, value added tax, sales tax, local taxes, cess and any impost or surcharge of like nature (whether Central, State or local) on the goods, materials, equipment and services incorporated in and forming part of the Airport charged, levied or imposed

Please include GST Please refer to revised DCA

imposed by any Government Instrumentality, but excluding any interest, penalties and other sums in relation thereto imposed on any account whatsoever. For the avoidance of doubt, Taxes shall not include taxes on corporate income or on City Side Development;

by any Government Instrumentality, but excluding any interest, penalties and other sums in relation thereto imposed on any account whatsoever. For the avoidance of doubt, Taxes shall not include taxes on corporate income or on City Side Development;

CA, Definition

“Total Project Cost” means the capital cost incurred on construction and financing of the Project, Aeronautical Assets and the Non-Aeronautical Assets, excluding City Side Development, and shall be limited to the lowest of:

a) the capital cost of the Project, as set forth in the Financial Package; and

b) An Amount equal to INR 4588 crore

provided that in the event Price Index increases, on an average, by more than 3% (three per cent) per annum for the period between the date hereof and COD, the Parties

“Total Project Cost” means the capital cost incurred on construction and financing of the Project, Aeronautical Assets and the Non-Aeronautical Assets, excluding City Side Development, and shall be limited to the lowest of:

c) the capital cost of the Project, as set forth in the Financial Package; and

d) An Amount equal to INR 4588 crore for Phase 1

provided that in the event Price Index increases, on an average, by more than 3% (three per cent) per annum for the period between the date hereof and COD, the Parties shall meet, as soon as reasonably practicable, and agree upon revision of the amount hereinbefore

Amount of Rs. 4,588 cr is for capex related to Phase 1. Please specify the year of estimation for the amount Rs. 4,588. The Total Project Cost should be updated on the basis of Price Index from current date till COD. Further, definition of Total Project Cost should be amended so that capex incurred by the Concessionaire as part of phased expansion is also included and becomes eligible for termination payment calculation.

No change

shall meet, as soon as reasonably practicable, and agree upon revision of the amount hereinbefore specified such that the effect of increase in Price Index, in excess of such 3% (three per cent), is reflected in the Total Project Cost; provided further that in the event of Termination, the Total Project Cost shall be deemed to be modified to the extent of variation in Price Index or Reference Exchange Rate occurring in respect of Adjusted Equity and Debt Due, as the case may be, in accordance with the provisions of this Agreement; provided also that the Total Project Cost shall not exceed the actual capital cost of the Construction Works upon completion of Phase-1 of the Airport,

specified such that the effect of increase in Price Index, in excess of such 3% (three per cent), from the date hereof and COD is reflected in the Total Project Cost for Phase 1; provided further that in the event of Termination, the Total Project Cost shall be deemed to be modified to the extent of variation in Price Index or Reference Exchange Rate occurring in respect of Adjusted Equity and Debt Due, as the case may be, in accordance with the provisions of this Agreement; provided also that the Total Project Cost shall not exceed the actual capital cost of the Construction Works upon completion of Phase-1 of the Airport, Total Project Cost for the subsequent phases to be as per the capital cost of the Project as set forth in the Financial Package

CA, Schedule A, Annex II, Clause 2

It is proposed to develop the airport in a phase-wise manner over the Concession Period. In the Phase I, Concessionaire needs to build an Airport with traffic design

It is proposed to develop the airport in a phase-wise manner over the Concession Period. In the Phase I, Concessionaire needs to build an Airport with traffic design capacity of minimum

Please allow flexibility to the Concessionaire to develop the airport as per its own traffic forecast and master plan.

No change

capacity of 12 million passenger per annum.

12 million passenger per annum.

CA, Schedule A, Annex II, Clause 3.

The subsequent phases would be based on the achievement of traffic trigger mentioned in the table below.

The given traffic design capacity for subsequent phases should be indicative only and should be governed by Concessionaire’s Master Plan

No change

CA, Schedule B, Clause 2.1

Please provide the minimum/recommended centre line separation between the 2 parallel runways and also any study to confirm that the separation envisaged allows for independent operations of both runways.

Bidders are advised to undertake independent due-diligence

CA, Schedule B, Clause 2.1 (ii) b

75 % (Seventy five percent) of each of the international and domestic aircrafts gates shall be served by the boarding bridges.

75% (seventy five percent) 50% (fifty percent ) of each of all the international and domestic aircrafts gates B737/A 320 and larger shall be served by boarding bridges

Guideline for usage of boarding bridge should be for Code C and larger aircrafts. Mandating development of boarding bridges will lead to an increase in terminal footprint in turn leading to higher capex and UDF. We request the authority to relax the criterion from 75% to 50%

No change

CA, Schedule B, Clause 6.3

The Concessionaire has to mandatory enter into any arrangement with any third party or the Concessionaire itself decides for developing and operating the MRO Facilities and for associated activities latest by 10th anniversary of the COD.

The Concessionaire has to mandatory enter into any arrangement with any third party or the Concessionaire itself decides for developing and operating the MRO Facilities and for associated activities latest by 10th anniversary of the COD.

MRO operations are dependent on airline demand and should not be made mandatory on the concessionaire as per Concession Agreement.

No change

CA, Schedule L, Annex I

Gate lounge – Seating availability Seats for 80% of aircraft capacity

Gate lounge – Seating availability Seats for 80% of aircraft capacity As per IATA Service Level C “Optimum”

As the terminal is to be built as per IATA Service Level Optimum, similar criteria should be applied for seating availability also.

No change

CA, Schedule X, Clause 3.2.2

It is hereby expressly clarified that where Private Participant is a

It is hereby expressly clarified that where Private Participant is a special purpose vehicle

Exclusion should be made in case of IPO of the holding company of the Private Participant owning the SPV.

No change

special purpose vehicle established primarily for the purposes of holding Equity Shares in the Concessionaire (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, including (i) the requirement of the execution of a Deed of Adherence by a third party transferee.

established primarily for the purposes of holding Equity Shares in the Concessionaire (such Private Participant being an “SPV PP”), a Transfer of any shareholding in such SPV PP, except as part of IPO, 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, including (i) the requirement of the execution of a Deed of Adherence by a third party transferee.

CA, Schedule X, Clause 5.11.1

The quorum for the meetings of the Board or any adjournment thereof shall necessarily include the Director nominated by Authority if any Reserved Matter is to be considered in such meeting; and no Reserved Matter shall be taken into consideration at such meeting, if the Director nominated by the Authority is not present at such meeting.

The quorum for the meetings of the Board or any adjournment thereof shall necessarily include the Director atleast one of the Directors nominated by Authority if any Reserved Matter is to be considered in such meeting; and no Reserved Matter shall be taken into consideration at such meeting, if the Director atleast one of the Directors nominated by the Authority is not present at such meeting.

For clarity purpose as Authority is nominating 2 Directors to the Board.

No change

CA, Schedule Y

CNS / ATM Agreement Please confirm that the given agreement in the schedule is as per the standard agreement provided by AAI and has been vetted by AAI.

Please refer to the clarification provided by Airports Authority of India in

its letter no. AAI/ATM/OPS/04-164/2017 dated 4th September 2019

CA, Schedule Z, Clause 3.4

The GOI hereby undertakes to procure the execution of memorandum of understanding between the Concessionaire and each GOI agency/department providing the following Reserved Services hereunder, setting out the terms and conditions on which the Reserved Services shall be provided by the relevant GOI agencies/departments.

The GOI hereby undertakes to procure the execution of memorandum of understanding between the Concessionaire and each GOI agency/department providing the following Reserved Services hereunder, setting out the terms and conditions on which the Reserved Services shall be provided by the relevant GOI agencies/departments. In this regard, the Concessionaire shall provide free of charge, except the cost of utilities, such as electricity, water, etc., which shall be recoverable by the Concessionaire, and in accordance with Good Industry Practice, office space along with necessary office utilities for operational area to customs, security, quarantine and other designated GOI agencies, as the case may be, for discharging their statutory functions. As regards space for back office usage by the GOI agency/ department, the Concessionaire shall charge at the rate of 50% (fifty per cent) of the applicable market rates.

These are standard terms applicable to provision of Reserved Services as per earlier greenfield Concession Agreements and should be included

This is the standard agreement provided by MoCA

CA Schedule Z, Clause 3.6

……The GOI has, vide its letter no. F. No. AV.24011/12/2013-AD dated April 13, 2015, approved the 30% (thirty percent) shared-till framework for the determination and regulation of the Aeronautical Charges at the Airport, and the same shall be accordingly considered by AERA……

Authority is requested to share a copy of the letter with bidders.

Refer AERA website


….The Concessionaire shall be entitled to levy, collect and appropriate the Aeronautical Charges with effect from the Phase I COD from the Users of the Airport, at the initial/ad-hoc rates of the tariff as may be approved by AERA. Such initial/ad-hoc rates of tariff shall be applicable and valid until the approval of Aeronautical Charges by AERA in accordance with the provisions of the AERA Act.

The Concessionaire shall be entitled to levy, collect and appropriate the Aeronautical Charges with effect from the Phase I COD from the Users of the Airport, at the initial/ad-hoc rates of the tariff as may be approved by AERA or MoCA, as applicable. Such initial/ad-hoc rates of tariff shall be applicable and valid until the approval of Aeronautical Charges by AERA in accordance with the provisions of the AERA Act. Further, AERA or MoCA will specify initial / ad-hoc rates of the tariff to be applicable from Phase 1

AERA Act has no provision for determination of Ad hoc rates. Further, GOI should direct that the initial / ad-hoc tariff rates should be specified well in advance of the COD to ensure sufficient cashflows to the concessionaire.

Please refer to the clarification provided by AERA in the meeting held on 5th September 2019.


… Any under-recovery or over-recovery of the Aeronautical Revenues in respect of the ad-hoc or final Aeronautical Charges approved by

… Any under-recovery or over-recovery of the Aeronautical Revenues in respect of the ad-hoc or final Aeronautical Charges approved by AERA for the first tariff control period

It is possible that the airport would be classified as not a Major Airport under AERA Act including any amendment to the Act in some of the initial years of operations. True up of under-recoveries or over-recoveries of the Aeronautical Revenues for the entire


AERA for the first tariff control period (currently 5 (five) years) commencing from Phase I COD, shall be carried forward and adjusted by AERA, while determining the allowable Aeronautical Revenues in the second tariff control period, as per the Applicable Laws. Any under-recovery or over-recovery of Aeronautical Revenues after the first tariff control period shall be adjusted by AERA in accordance with Applicable Laws.

(currently 5 (five) years) commencing from Phase I COD including during any pre-control period, shall be carried forward and adjusted by AERA, while determining the allowable Aeronautical Revenues in the second tariff control period, as per the Applicable Laws. It is further clarified that AERA should consider under-recoveries or over-recoveries of the Aeronautical Revenues for tariff determination for all years, starting from COD till the applicable tariff control period, irrespective of whether the Airport was a Major Airport or not during each of these years. Any under-recovery or over-recovery of Aeronautical Revenues after the first tariff control period shall be adjusted by AERA in accordance with Applicable Laws.

period of 5 years prior to COD, including any pre-control period, should be done irrespective of whether the Airport was a Major Airport or not during each of such years.

CA, Schedule Z, Clause 3.6.7

The Concessionaire shall have to work with AERA to explore ways to keep the tariffs comparable with the tariffs of the neighbouring airports


Determination of airport charges at an airport should be independent of the prevailing charges at any other airport.

No change

CA, Schedule Z, Clause 3.6.8

Any payments made by the Concessionaire to any Government Instrumentality for

Any payments made by the Concessionaire to or on behalf of any Government Instrumentality for providing

Any payment made by Concessionaire on behalf of any Government Instrumentality should also be considered as a pass through operating expense for tariff determination.


providing sovereign functions shall be considered as an operating expense for the purpose of the determination of the Aeronautical Charges, and shall accordingly be considered as a part of the cost for the determination of the Aeronautical Charges.

sovereign functions shall be considered as an operating expense for the purpose of the determination of the Aeronautical Charges, and shall accordingly be considered as a part of the cost for the determination of the Aeronautical Charges.

CA, Schedule Z, Clauses 7.3.3 and 7.3.4

7.3.3 Such arbitration shall, unless otherwise agreeable to the Parties, be held at Goa, India. All proceedings of such arbitration shall be in the English language. 7.3.4 The decision(s) of the Arbitral Tribunal shall be final and binding on the Parties. 7.3.5 Subject to this Clause 7, the Courts at Goa shall have jurisdiction over this MoU.

7.3.3 Such arbitration shall, unless otherwise agreeable to the Parties, be held at Goa ______, India. All proceedings of such arbitration shall be in the English language 7.3.4 The decision(s) of the Arbitral Tribunal shall be final and binding on the Parties. 7.3.5 Subject to this Clause 7, the Courts at Goa ______ shall have jurisdiction over this MoU.

Kindly correct the name of the state. Please refer to revised DCA


Without impinging on or in any way restricting the sovereign rights of the Government of India, GOI shall, where feasible, endeavour to renew all existing agreements in relation to the Airport and endeavour not to revoke or terminate any existing agreements affecting the Airport. For the avoidance

Without impinging on or in any way restricting the sovereign rights of the Government of India, GOI shall, where feasible, endeavour to enter into, amend or renew all existing agreements in relation to the Airport and endeavour not to revoke or terminate any existing agreements affecting the Airport. For the avoidance

Please confirm if the Bilateral rights under Delhi will extend to the new airport or will it be considered as a separate port of call.

Authority is awaiting response from MoCA.

of doubt, GOT shall be entitled to revoke or terminate any such existing agreement for reason of the failure of another state or its designated carriers(s) to comply with their obligations under, or as a result of a breach by or default of the other party to, such air services agreement.

of doubt, GOT GOI shall be entitled to revoke or terminate any such existing agreement for reason of the failure of another state or its designated carriers(s) to comply with their obligations under, or as a result of a breach by or default of the other party to, such air services agreement.

CA, Schedule Z, additional clause

GOI should ensure that each GOI Agency / Department deploys adequate number of personnel at the Airport, at all times during the Term of the Agreement, to cater to the traffic and the Service Quality requirements under the Concession Agreement

GOI should ensure that adequate personnel are deployed at the airport for carrying out Reserved Services under the Concession Agreement.

No change

CA, Schedule Z, additional clause

GOI should ensure support for execution of a letter of agreement between the Concessionaire and IAF (AF Stn Hindan) as per the provisions of the Concession Agreement.

As this is a Condition Precedent for the Concessionaire and related to Defence Services, GOI support is sought.


CA, Schedule Z, Schedule 8

• Providing security

through designated GOT Agency in accordance with Annex 17 to Chicago Convention of TCAO for airport operators, airlines operators, and their security agencies responsible for implementing

• Providing security

through designated GOT GOI Agency in accordance with Annex 17 to Chicago Convention of TCAO for airport operators, airlines operators, and their security agencies responsible for implementing AVSEC

Please correct the typographical error. Please refer to revised DCA

AVSEC measures and in accordance with the terms contained in the agreement entered into between the Concessionaire and BCAS, as per the format provided by BCAS.

• Ensure that

designated GOT Agency and its persons implementing security controls are appropriately trained and possess all competencies required to perform their duties.

• Planning and

coordination of Aviation security matters.

• Conducting - Surprise/Dummy checks through designated GOT Agency to test professional efficiency and alertness of security staff and mock exercise to test efficacy of Contingency Plans and operational preparedness of the various agencies.

measures and in accordance with the terms contained in the agreement entered into between the Concessionaire and BCAS, as per the format provided by BCAS.

• Ensure that designated GOT GOI Agency and its persons implementing security controls are appropriately trained and possess all competencies required to perform their duties.

• Planning and

coordination of Aviation security matters.

Conducting - Surprise/Dummy checks through designated GOT GOI Agency to test professional efficiency and alertness of security staff and mock exercise to test efficacy of Contingency Plans and operational preparedness of the various agencies.

CA, Schedule AA, Clause 2.1

• …The Parties further acknowledge that the Existing Access and Egress may be insufficient to cater to increasing passenger and other traffic at the Airport. In light of the foregoing, GoUP hereby confirms that (i) it shall procure 2 lane access connectivity to the Airport and…

• …The Parties further acknowledge that the Existing Access and Egress may be insufficient to cater to increasing passenger and other traffic at the Airport. In light of the foregoing, GoUP hereby confirms that (i) it shall procure 2 4 lane access connectivity to the Airport and…

Given that airport is expected to have significant growth potential, government should procure atleast a 4 lane road egress to the airport.


CA, Schedule AA, Clause 2

• • GoUP should ensure that appropriate utilities connections are made available upto the boundary of the Site of the Airport.

It is essential that utilities connections are provided upto the boundary of the airport site to ensure development of greenfield airport.

Please refer to revised State Support Agreement

CA, Schedule AA, Clause 2 Additional Clause to be added

• Additional Clause to be added to provide protection from competition in the future

International • No new or existing airport

within the State shall be permitted by GoUP to be developed as, or improved or upgraded into, a domestic or international airport within an aerial distance of 150 kilometres of the Airport before the twenty-fifth anniversary of the COD.

Jewar Airport will have to compete with IGIA. Development of another airport in the vicinity in UP will hurt the investor further. GoUP should provide protection to Jewar airport from future developments for a defined period of time

No change

Additional details

• Please provide scalable, labelled drawing of the proposed airport (PDF or DWG format) as per the existing master Plan showing location and setting out of assets and facilities

Bidders are advised to visit Authority’s website for relevant details

Additional Details

• Please provide an update on the status of the acquisition of land envisaged under the project.


Additional Details

• Please provide an update on the status of relocation of villagers from the airport site


Additional Details

• Please confirm that the Authority is responsible for relocation or burial, as applicable, of existing roads, highways and canal, etc., as identified in TEFR, and the associated costs. Also, please confirm that these works would be completed prior to handing over the Site to the Concessionaire.

Please refer Article 10 of DCA

Additional Details

• Please confirm if there are any airspace constraint / restrictions for the Airport from any neigbouring aerodrome, etc.


Additional Details

• Agreement to be entered with BCAS and IMD to be provided as Schedule to the Concession Agreement.

Please refer to the response provided by respective Government instrumentalities

Recitals A & B

We note that the Government of Uttar Pradesh has procured the in-principle approval from the Government of India for the Project following which the Government of Uttar Pradesh vide its Government Resolution No. 2533 dated December 12, 2018 assigned Noida International Airport Limited as the Authority. In relation to the above, please provide us a copy of the in-principle approval from Government of India granted for the Project, to understand the terms and conditions stipulated thereunder. Further, please specify the law (including but not limited to statutes or notification or otherwise issued by the Central Government or


agreement or memorandum executed with the Central Government) or any such other document on the basis of which the Government of Uttar Pradesh has delegated its power and authorised NIAL (a stated owned entity) to grant Concession to a private entity to design, build, finance, operate and transfer the Airport.

Clause 3.2

Please clarify the reason for grant of a license to the City Side Development instead of a lease. Further, please clarify that the Concessionaire shall be entitled to sell, or lease units constructed as a part of the City Side Development.

Clause is self- explanatory

Clause 4.1.2 (b) & 4.1.2 (c)

We note that the Authority is compulsorily required to procure Applicable Permits relating to environmental protection and conservation in respect to at least 90% (ninety percent) of the land required for the Project and forming part of the Site and procure forest clearance for and in respect of at least 90% (ninety per cent) of the land required for the Project and forming part of the Site, except permission for cutting trees. We request you to provide copies of the approvals and clarify the manner in which the Concessionaire shall be entitled to rely upon such approvals, considering they would be provided in the name of the Authority. Further, we request that Applicable Permits relating to environmental protection and conservation shall be procured for the entire land parcel required for the project rather than procuring it for 90% of the land required for the project as a condition precedent. In case current provision of CP remain then please clarify when the approvals for the remaining lands will be procured.

Bidders are advised to visit Authority’s website for relevant details; No change

Clause 4.1.3(n)

Please clarify what is meant to be covered under the agreement between the Concessionaire and IAF (AF Stn Hindan)


Clause 4.2

Please clarify whether the Concessionaire would have the right to terminate the Concession Agreement on Authority not completing its conditions precedent within the prescribed timeline.

Please refer clause 4.4. in DCA

Clause 4.4

Deemed termination upon Delay Kindly add following para in the 4.4 to protect the concessionaire in case appointed date is not achieved before the 1st anniversary of the appointed date for reasons solely attributable to the authority. “In the event the delay in occurrence of the Appointed Date is for reasons attributable to the authority, then, this Agreement shall be deemed to have been terminated by mutual agreement of the Parties and authority shall return the bid security/performance security to the concessionaire and pay pre bid expenses (including consultancy cost, bid security margin, document purchase cost etc) incurred by the concessionaire subject to verification of payment by the authority.”

No change

Clause 5.2.2

This provision requires approval of the Authority for execution of all Project Agreements. The term ‘Project Agreements’ is very widely defined and includes any kind of material agreement that relates to the Project. We request you to clarify how materiality is to be determined in this regard. Further, please clarify that if no response is

No Change

received for approval of the Project Agreements within 15 days, then there is deemed approval of the same. Please clarify that the right of the Authority to review the Project Agreements does not extend to agreements relating to the sub-lease, licensing, etc. of any part of the City Side Development.

Clause 5.2.4

This provision requires the Concessionaire to procure that each Project Agreement allows for the Authority to substitute the Concessionaire in case of a Termination or Suspension. Given that the Project Agreements also include Financing Agreements, please clarify whether such a clause is required for Financing Agreements. If not, a specific exclusion should be included.


Clause 5.4.2

Please clarify the reason for inclusion of affirmative voting rights in favour of the Authority in relation to further capital investments in the Concessionaire or for any other changes to the extent they do not affect the Authority’s rights in the Concessionaire.

No comment

Clause 5.5.2

Under this provision, the Authority shall endeavour to provide necessary support to the Concessionaire for obtaining Applicable Permits from the DGCA. However, on the date of such application, the Concessionaire is required to have completed construction of the Airport. Given that Applicable Permits may be required prior to the construction of the Airport, we request you to clarify this requirement.

DGCA is required post construction

Clause 5.8 The Concessionaire is required to employ Project Affected Families (PAF).

Authority shall provide certificate to PAF. The policy is available in public domain

Can you please give full details in relation to PAF and the PAF policy requirements?

Clause 8.1.

We note that there is disclaimer of any information provided by Authority regarding the Scope of the Project, Specifications and Standards, Site and existing structures. Considering that RFP and the draft Concession Agreement is issued by the Authority and forms an essential basis of the understanding of the Concessionaire, the disclaimer does not seem equitable. Further, the language of the disclaimer is broad enough to even include the representations and warranties provided as a part of the Agreement and not just the technical data provided. We therefore request reconsideration. Please clarify that the disclaimer in this clause would not affect the express representations and warranties provided by the Authority under the Concession Agreement.

No change

Clause 8.1.5

This provision sets out that except as otherwise provided in the Agreement, all risks relating to the Project should be borne by the Concessionaire. This provision is quite broad and depending on the risk, the parties should discuss and agree on how to manage unforeseen risks.

No change

Clause 9.3

The performance security should remain in force and effect for a period of 3 years from the COD for the respective phase of the project as most of the risk related to project completion, defects if any and smooth operation of airport will be achieved within first three years from COD.

No change

Clause 10.3

Please clarify which part of the Site is yet to be acquired for the Airport. Further, what is the status of such acquisition and what are the expected timelines.

Bidders are advised to refer to Authority’s website for details

Clause 10.3.2

Clause 10.3.2 provides details on timelines to provide right of way for airport site for development of airport. However, it does not provide timelines for providing right of way for city side development. Please clarify. Also, our request to the authority is to provide 100% land for airport site, city side development on or before appointed date in order to avoid any delay in project implementation.

Please refer Article 10 in DCA

Clause 10.3.5

Please clarify that the Independent Engineer is not entitled to unilaterally determine times for completion of construction, especially considering that the Scheduled Completion Date is already agreed.

No Change

Clause 10.4

The Concessionaire is required to bear all risks relating to inadequacy or physical condition of Site. This provision is very onerous given that the Concessionaire is not in control of the Site before it is being handed to it. Further, inadequacy of Site should be a default on the part of the Authority as all plans and budgets would be formulated by the Concessionaire on the basis of the entire Site being handed over to it.

No Change

Clause 12.1.3

Architectural Designs may be reviewed by either the Authority and/or the Independent Engineer. We request that only one level of review be

No Change

included to ensure consistency in view and adherence to timelines.

Clause 12.1.6

In case either Party intends to modify any part of the Architectural Design, a Dispute shall be deemed to have arisen. Please clarify why an automatic dispute is deemed in such a circumstance. The Parties may discuss and agree on the change without being required to go through the dispute resolution process.

No change

Clause 16.5

Please clarify that the Authority may only award a Change of Scope work to a third party in case of refusal by the Concessionaire to undertake the works rather than going for open competitive bidding for award of works.

No Change in clause. Clause is self-explanatory

Clause 16.6.1

Where there is a reduction in scope on account of a Force Majeure or reasons attributable to the Authority, the Authority may require the Concessionaire to pay 80% of the sum saved therefrom. Please clarify how the sum saved is to be computed. Considering that the Concessionaire is not earning on this amount, we suggest deletion of this provision. Any cost which AERA does not permit as an approved project cost, would not be recoverable by the Concessionaire.


Clause 28.6.4

This provision seeks to restrict the Concessionaire in the revenues from the City Side Development. We request you to consider providing the Concessionaire flexibility in pricing as these proceeds would not affect the tariff or the premium payable to the Authority. In any case, regardless of the term, the Concessionaire is required to have any consideration payable to accrue evenly over the concession period. This does not take into

No change

account periodic revisions that are reflective of inflation and general market practices.

Clause 31.2

The RFP provides that for determination of passenger throughput, transit passengers would only be counted once. However, this condition has not been included in the Concession Agreement. We request that the Concession Agreement clarify this.


Clause 32.5

For several delays and other events, the remedy prescribed under the Concession Agreement is an extension of the Concession Period. However, such extension does not take into account the extant damages that may have been incurred or suffered by the Concessionaire. Even where the Concession Period is extended, the Concessionaire would have an extant cash flow issue. In view thereof, rather than a revision of Aeronautical Charges, the Concessionaire should be paid compensation or Damages.

No change

Clause 32.6

Please amend the provision such that in case of urgent works for meeting security requirements or international obligations, approval of costs from AERA are not required.

No change

Clause 36.3

This provision and the escrow agreement should be amended to provide priority to the senior lenders over the dues of the Authority in order to make the Project bankable.

No change

Clause 39.6 On the occurrence of a Force Majeure Event, the Concession Period should also be extended.

No change

Clause 39.6.2(b)

If a Force Majeure Event occurs after COD of a Phase, where Concessionaire is unable to collect Aeronautical Charges or is directed by the Authority to suspend collection thereof, AERA would consider the impact of any such

Please refer Article 39

Force Majeure Event and provide appropriate remedies. However, Non-Aeronautical Revenues will not be compensated. Please clarify the reason for the distinction as both activities may be disrupted leading to a significant impact on the Concessionaire.

Clause 40.2

Please amend this provision such that the Authority is liable for breaches even prior to Appointed Date, for instance on breach of any representations or warranties.

No change

Clause 40.3

On breach of the Agreement by the Authority, the Authority may, in lieu of compensation, increase the Concession Period in its discretion. In our view, the decision to extend the Concession Period in lieu of compensation should be mutually determined and not only by the Authority. Increase of the Concession Period may not adequately provide relief to the Concessionaire as the loss incurred by it may affect its ability to perform its obligations under the Agreement at or around the time of the breach.

No change

Clause 42.1.1(t)

A breach of representation or warranty by the Concessionaire should only be considered as a default if it has a Material Adverse Effect.

No change

Clause 42.2

The list of defaults by the Authority entitling the Concessionaire to terminate the Agreement are quite limited. We believe that if any representation or warranty of the Authority is untrue and the same leads to a Material Adverse Effect, then the Concessionaire should be entitled to terminate. Further, considering that the Authority is a

No change

corporate entity, the grounds relating to dissolution/insolvency should also be included for an Authority Default. Additionally, any defect in title of the Site should also be a ground for termination.

Clause 42.5.

On an extension of the Concession Period beyond the original 40-year term, no Termination Payment would be due to the Concessionaire. In our view, even on extension, Termination Payment may be due, especially on an Authority Default leading to early termination.

No change

Clause 43.5.1

On termination, all divestment costs except for stamp duties are required to be paid by the Concessionaire. In our view, where termination occurs by reason of an Authority Default, the divestment costs should be borne by the Authority.

No change

Clause 53 Definition of Average Daily Revenue

Please clarify the reason for determination of the Average Daily Revenue as total fee for an Accounting Year divided by 365 with the quotient increased by 5%. Given that it is used in the context of determination of damages, the amount should be commensurate to actual average fees.

No change

Clause 53, Definition of Debt Due

Please explain how the Debt Due is to be computed with an illustration.


Clause 53, Definition of Total Project Cost

The Total Project Cost means the capital cost incurred on construction and financing of Phase I and is limited to the lowest of: (a) Actual capital costs of Construction Works incurred; (b) The capital cost, as set forth in the Financial Package; and (c) The sum of INR 4588 crores,

No change

subject to variation in Price index or Reference Exchange Rate in the event of Termination. The Total Project Cost definition does not take into account any increases in costs in the light of any Change in Scope as may be required by the Authority. Further, even prior to termination, revisions based on Price Index or Reference Exchange Rate may be required, at the time of determining refinancing and other rights and obligations.

Schedule B Responsibility of providing connecting road from airport to nearby highway, source of water supply, electricity, STP etc.


12.10

Development of MRO facilities MRO should be on a best effort basis instead of stipulation to commission in maximum 10 years from COD of the Airport.

No change

Schedule B

Requirement of code 4F aircraft for phase I. As per the TEFR report and other technical details provided by the authority Code 4E requirement will be sufficient for phase I. Request to modify the requirement from code 4F to code 4E requirement.


General

Request to the authority to share soft copies of master plan, geotechnical and topographic data/reports in AutoCAD format prepared by them

Bidders are advised to refer to Authority’s website.

Clause 2.2.2 (A) OF Instructions to Bidders

Technical Capacity: For demonstrating technical capacity and experience (the “Technical Capacity”), the Bidder shall, over the past 10 (ten) financial year

Since, the estimated project cost including IDC and inflation for phase 1 is INR 4588 Crore only (as given in Clause 1.1.1 of Introduction in RFQ-cum-RFP document) the value of Threshold Technical Capacity is too high.

No Change

preceding the bid due date, have: (i) Paid for development of eligible project(s) in category 1 and/ or Category 2 specified in clause 3.2.1; and/ or (ii) Paid for, or received payments for, construction of Eligible Project(s) in Category 3 specified in Clause 3.2.1; (iii) Collected and appropriated revenues from eligible project (s) in category 1 and/ or Category 2 specified in Clause 3.2.1. Such that the sum total of the above is equal to or more than INR 10,000 Crore (Rupees Ten Thousand Crore) (the “Threshold Technical Capacity”)

Therefore, it is requested to please review the Threshold Technical Capacity criteria and revise as per general practice.

Clause 3.2.1 of Qualification and Bidding.

Subject to the provisions of Clause 2.2, the following categories of experience would qualify as the eligible experience (the “Eligible Experience”) in relation to eligible projects as stipulated in Clause 3.2.3 (A) and Clause 3.2.3 (B): Category 1: Development experience on Eligible Projects in airport sector that qualify under clause 3.2.3 A Category 2: Development experience on Eligible Projects in

In general practice, there are four categories of eligible projects to calculate the Technical capacity of the bidder. Therefore, it is requested to please include the following category of projects as eligible projects to calculate technical capacity: Category 4: Construction experience on eligible projects in core sector that qualify under Clause 3.2.3 B. In addition, the projects in progress also may be added under this category.

No Change

core sector that qualify under clause 3.2.3 A Category 3: Construction experience on Eligible Projects in airport sector that qualify under Clause 3.2.3 B

Clause 1.2.6 (b) of Introduction

Bidders pre-qualified as per the criteria defined in Clause 2.2.2 and Clause 2.2.3 shall be scored as per Clause 3.2.5. The Bidders will be ranked based on their score as per Clause 3.2.5.

The Threshold technical capacity shall only be used to qualify or disqualify the bidders for financial bid opening stage. It should not be used as ranking criteria. Also, it is requested to please remove the ranking provision as all the prequalified bidders should be treated equally and final selection should be based on financial bid opening.

No Change

Annexure-II, Technical Capacity of the Bidders

Under Column 6 of the table it is stated that “ Payments made for development of Eligible projects in Categories 1 and 2” is to be provided.

It may be clarified whether the term “payments made” is by bidders to their agencies or received from Client

Annexures read with the clauses in the RfQ-cum-RfP are self-explanatory.