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QUANTITY SUPPLY AGREEMENT –SILICA SANDBETWEEN

NLC INDIA LIMITED

AND

[Name of the Successful Bidder]

[Date of Agreement]

[To be executed on stamp paper of adequate value]

This Quantity Supply Agreement is made at ____________, India on this ________day of 20__ between:

1. [NLC India Limited] (formerly Neyveli Lignite Corporation Limited), a companyincorporated in India under the Companies Act, [1956/2013] with corporateidentity number [CIN], whose registered office is at [address of registeredoffice], India and principal place of business is at [address of principal place ofbusiness, if different from the registered office] (hereinafter referred to as the Seller,which expression shall unless repugnant to the meaning or context thereof, bedeemed to include its successors and permitted assigns) of the one part;

AND

2. [Name of the Successful Bidder], a company incorporated in India under theCompanies Act, [1956/2013] with corporate identity number [CIN], whoseregistered office is at [address of registered office], India and principal place ofbusiness is at [address of principal place of business, if different from registeredoffice] (hereinafter referred to as the Purchaser, which expression shall unlessrepugnant to the meaning or context thereof, be deemed to include its successorsand permitted assigns) of the other part;

OR[Name of the individual], an individual residing at [address] and carrying on asole proprietorship business under the name style of [name of the SuccessfulBidder] at [address of sole proprietorship] (hereinafter referred to as thePurchaser, which expression shall unless repugnant to the meaning or contextthereof, be deemed to include his/ her heirs, executors, administrators,representatives and permitted assigns) of the other part;

OR[Name of the Successful Bidder], a limited liability partnership incorporatedunder the Limited Liability Partnership Act, 2008, with its registered office at

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[address of registered office] (hereinafter referred to as the Purchaser, which expressionshall unless repugnant to the meaning or context thereof, be deemed to include itspartners, successors, representatives and permitted assigns) of the other part;

OR[Name of the Individual], an individual residing at [address], [Name of theIndividual], an individual residing at [address] and [Name of the Individual], an

individual residing at [address] all carrying on a partnership business under thename and style of [Name of the Successful Bidder] registered under [name ofAct under which the firm is registered] (hereinafter referred to as the Purchaser,which expression shall unless repugnant to the meaning or context thereof, bedeemed to include all the partners of the said firm, their representatives, heirsexecutors, administrators and permitted assignees) of the other part;

OR[Name of the Successful Bidder], a [insert legal nature of the Successful Bidder(e.g. trust, society etc.)] incorporated under the [insert statute under which theSuccessful Bidder is incorporated] with its registered office/ principal place ofbusiness/ office at [address of registered office/ principal place of business/office](hereinafter referred to as the Purchaser, which expression shall unless repugnantto the meaning or context thereof, be deemed to include its successors,representatives and permitted assigns) of the other part.

The Seller and the Purchaser may hereinafter be referred to as such, or may collectively bereferred to as the Parties, and individually each may be referred to as a Party.

WHEREAS:

A. The Purchaser has participated in an electronic auction for grant of the SilicaSand Linkages (as hereinafter defined), pursuant to which the Purchaser hasqualified as a Successful Bidder (as hereinafter defined) in accordance with thescheme document dated [insert date] issued by NLC India Limited for auction ofSilica Sand linkages.

B. The Purchaser has thereafter been issued a letter of intent dated [insert date] by theSeller (LOI) in terms of which inter alia the Purchaser has become entitled to enterinto a fresh Quantity Supply Agreement to receive the Annual ContractedQuantity (as hereinafter defined).

C. In terms of the requirements of clause 3.5.4 of the Scheme Document, the Purchaserhas submitted the following documents with the Seller in accordance with thetimelines stipulated in the Scheme Document:

(a) [an unconditional and irrevocable bank guarantee dated [insert date] from[insert name of bank] issued at [insert place] in the format provided inAnnexure I/ a non-interest bearing security deposit] for an amount equal toRs. [insert amount in figures] (Rupees [insert amount in words] only)(Performance Security); and

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Note: Delete whichever is inapplicable.

(b) the documents listed in Annexure II.

D. Accordingly, the Parties are now entering into and executing this Agreement torecord their mutual understanding with respect to the terms and conditions forsupply of the Annual Contracted Quantity (as hereinafter defined) from the Seller tothe Purchaser.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions andunderstandings set forth in this Agreement and other good and valuable consideration, thereceipt and adequacy of which are hereby mutually acknowledged, the Parties with theintent to be legally bound hereby covenant and agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, in addition to the terms defined in the introduction of theParties, the Recitals and the body of this Agreement, except where the contextotherwise requires, the following words and expressions shall have the followingmeanings:

(a) Acceptable Bank shall mean a Scheduled Bank as listed in the SecondSchedule of the Reserve Bank of India Act, 1934 excluding those listedunder the headings of Gramin Banks, Urban Co-operative Banks and StateCo-operative Banks;

(b) Advance Payment shall have the meaning ascribed to it in Clause 8.1.2;

(c) Affected Party shall have the meaning ascribed to it in Clause 17.1;

(d) Agreement shall mean this Quantity Supply Agreement including all theAnnexure, schedules, exhibits and attachments thereto and any subsequentsupplements, amendments and/ or modifications thereof as may be issued inwriting or notified by the Seller and as may be entered into in writing by theParties in accordance with the terms and conditions hereof;

(e) Annual Contracted Quantity or ACQ shall have the meaning as ascribed to itin Clause 5.1.1 and the same shall include the resultant quantity pursuant to therevision / adjustment as per Clause 5.3.1 and Clause 5.3.2;

(f) Applicable Laws shall mean all applicable statutes, laws, by-laws, rules,regulations, orders, ordinances, protocols, codes, guidelines, policies,notices, directions, judgments, decrees and/ or other requirements or officialdirectives of any governmental authority or court or other rules orregulations, approvals from the relevant governmental authority, government

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resolution, directive, or other government restriction or any similar form ofdecision of, or determination by, or any interpretation oradjudication having the force of law in India;

(g) As Delivered Price of Silica Sand shall have the meaning ascribed to itin Clause 10.1;

(h) Business Day shall mean each Monday, Tuesday, Wednesday, Thursday,Friday and Saturday that is not declared a holiday in the State ofTamilnadu, India;

(i) NLCIL shall mean NLC India Limited, having its registered office at FirstFloor, No.8, Mayor Sathyamoorthy Road, FSD, Egmore complex of FoodCorporation of India, Chetpet, Chennai 600 031;

(j) Claim shall mean, in relation to a Person, a demand, claim, action orproceeding made or brought by or against the Person, however arising andwhether present, immediate or future;

(k) Silica Sand shall mean a variety of Clay mineral produced by the Sellerdomestically as per the notifications/orders issued for such purpose byGovernment of India, Government of Tamilnadu , NLCIL

(l) Contracted Quality shall mean the quality of Silica Sand specified inAnnexure IV to be supplied to the Purchaser in accordance with theterms of this Agreement;

(m) Control shall include the right to appoint majority of the directors or tocontrol the management or policy decisions exercisable by a person orpersons acting individually or in concert, directly or indirectly, including byvirtue of their shareholding or management rights or shareholdersagreements or voting agreements or in any other manner;

(n) Deemed Delivered Quantity shall have the meaning ascribed to it in Clause5.6

(o) Defaulting Party shall have the meaning ascribed to it in Clause 16.2(f);

(p) Delivery Point shall mean l o a d i n g p o i n t in the Source (Mine) asidentified in Annexure III at which the Seller shall deliver the AnnualContracted Quantity in accordance with the terms of this Agreement;

(q) Dispute shall have the meaning ascribed to it in Clause 15;

(r) Dispute Notice shall have the meaning ascribed to it in Clause 15;

(s) Eligibility Conditions shall have the meaning ascribed to it in the SchemeDocument;

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(t) Extended Term shall have the meaning ascribed to it in Clause 2.4;(u) Failed Quantity shall have the meaning ascribed to it in Clause 5.3.1;

(v) Financial Coverage shall have the meaning ascribed to it in Clause 11.2;(w) Financial Coverage Bank Guarantee” or Financial Coverage BG shall

have the meaning ascribed to it in Clause 11.2.1;

(x) Force Majeure shall have the meaning ascribed to it in Clause 17.1;

(y) Quality shal l mean the quality speci f ied in the Annexure- IV.

(z) Indemnified Party shall have the meaning ascribed to it Clause 18.1;

(aa) Revised Indexed Floor Price shall have the meaning ascribed to it

Clause10.2;

(bb) Interest Rate shall mean the cash credit rate applicable to NLCIL.(cc) Level of Delivery shall have the meaning ascribed to it in Clause 5.4.1;

(dd) Level of Lifting shall have the meaning ascribed to it in Clause 5.4.2;

(ee) Licenses shall have the meaning ascribed to it in Clause 19.b(iii);

(ff) Lock-in Period shall have the meaning ascribed to it in Clause 16.1;

(gg) LOI shall have the meaning ascribed to it in Recital B;

(hh) Losses shall have the meaning ascribed to it in Clause 18.1(a)

(ii) Month shall mean a calendar month;

(jj) Non-Affected Party shall have the meaning ascribed to it in Clause 16.2(a);

(kk) Non-Defaulting Party shall have the meaning ascribed to it in Clause 16.2(f);

(ll) Floor Price shall mean Rs. [●] (Rupees [●] only) per tonne;

(mm) Performance Security shall have the meaning ascribed to it in Recital C(a)and shall include any revised/ incremental Performance Security submittedby the Purchaser in accordance with the requirements of Clause 4;

(nn) “Person” shall mean any individual, general partnership, limited liabilitypartnership, Company, co-operative society, trust, society and any otherlegal entity in India.

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(oo) Scheduled Quantity or SQ shall have the meaning ascribed to it in Clause5.2.1;

(pp) Scheme Document shall have the meaning ascribed to it in Recital A;

(qq) Signature Date shall mean the date of signing of this Agreement by theParties;

(rr) Source (Mine) shall mean the designated mine for delivering Silica Sandspecified in Annexure III;

(ss) Successful Bidder shall have the meaning ascribed to it in the Scheme Document;

(tt) Term shall have the meaning ascribed to it Clause 2.2;

(uu) Third Party shall mean a Person who is not a Party to this Agreement;

(vv) Transfer Event shall have the meaning ascribed to it in Clause 14.1;

( w w ) Winning Premium shall mean [insert in numbers] % ([insert in words]per cent.) of the Floor Price or Indexed Floor Price, as the case maybe); and

(xx) Year shall mean the financial year of the Seller, commencing on April 1st andending on the following March 31st.

1.2 Interpretation

In this Agreement, unless the context specifies otherwise:

(a) headings and bold typeface are used for convenience only and shall notaffect the interpretation of this Agreement;

(b) reference to the singular includes a reference to the plural and vice versa,and reference to any gender includes a reference to all other gender;

(c) references to the Recitals, Clauses and Annexure shall be deemed to be areference to the recitals, clauses and annexures of this Agreement;

(d) the Recitals (containing substantive provisions), Clauses and Annexures formpart of this Agreement and shall have the same force, binding nature andeffect as if expressly set out in the body of this Agreement, and anyreference to this Agreement shall include any Recitals (containing substantiveprovisions), Clauses and Annexures to it;

(e) the expression this Clause shall, unless followed by reference to a specificprovision, be deemed to refer respectively to the whole Clause, not merely the

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sub-clause, paragraph or other provision in which the expression occurs;

(f) references to any enactment are to be construed as referring also to anyamendment or re-enactment (whether before or after the Signature Date),and to any rule, regulation, notification, circular or order issued or madethere under;

(g) references to include and including shall be construed without limitation;

(h) reference in this Agreement to any statute or regulation made using acommonly used abbreviation, shall be construed as a reference to the shorttitle of the statute or full title of the regulation;

(i) references to any agreements, scheme documents, instruments and/ ordocuments are to be construed as references to such agreements, schemedocuments, instruments and/ or documents as amended, modified orsupplemented from time to time;

(j) reference to writing or written means any method of reproducing words in alegible and non-transitory form (excluding, unless otherwise stated herein, e-mail);

(k) the terms hereof, herein, hereby, hereto and derivative or similar words refer to thisentire Agreement or specified Clauses of this Agreement, as the case may be;

(l) the words directly or indirectly mean directly or indirectly through one or moreintermediary Persons or through contractual or other legal arrangements, anddirect or indirect shall have the correlative meanings;

(m) where a wider construction is possible, the words other and otherwise shall notbe construed ejusdem generis with any foregoing words;

(n) time is of the essence in the performance of the Parties‘ respectiveobligations. If any time period specified herein is extended, such extendedtime shall also be of the essence. When any number of days is prescribedherein, the same shall be reckoned exclusively of the first and inclusively of thelast day unless the last day does not fall on a Business Day, in which casethe last day shall be the next succeeding Business Day;

(o) any approval, consent, permission, license etc., to be granted by a Partyunder this Agreement shall be deemed to mean an approval, consent,permission, license etc., in writing; and

(p) any capitalized terms used but not defined herein shall have the meaningsascribed to such terms in the Scheme Document.

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2. COMMENCEMENT AND TERM OF THE AGREEMENT

2.1 This Agreement shall come into force with effect from the Signature Date.

2.2 Subject to Clause 16.1 and Clause 16.2, this Agreement shall remain in force andeffect commencing from the Signature Date until the expiry of 5 (five) years fromthe Signature Date (Term).

2.3 Notwithstanding the provisions of Clause 2.2, in the event of any change in theQuality of Silica Sand, such changed Quality shall be binding and complied

2.4 with by the Parties. The Seller shall, within 7 (seven) days of introduction ofsuch Quality change, provide a written notice to the Purchaser calling for ajoint review of such provisions of this Agreement on which such change inthe Quality has a bearing. Upon such joint review, this Agreement shall beduly amended in writing to bring it in full conformity with such change.However, if despite their efforts the Parties are unable to arrive at a mutuallyagreed position with respect to the subject matter of review, within a period of 3(three) months from the date of the above mentioned notice, the aggrievedParty shall have the right to terminate the Agreement subject to a furthernotice of 3 (three) months given in writing to the other Party.

2.5 On completion of the Term, this Agreement shall expire, unless the Partiesmutually agree in writing to extend the Agreement for a further duration of 5(five) years (Extended Term), on the same or such modified terms as may beagreed upon in writing by the Parties.

3. INFORMATION RIGHTS OF THE SELLER

The Purchaser acknowledges and agrees that the Seller shall have the right,throughout the Term or Extended Term, as the case may be, to call for suchinformation and/ or documentation from the Purchaser (including thedocumentation detailed in Annexure A) as may be required by the Seller to check:

(a) the veracity of the Purchaser‘s claim of being a bona fide consumer of theContracted Quality of Silica Sand and

(b) the Purchaser‘s compliance with the LOI, the Eligibility Conditions, theterms and conditions of the Scheme Document and of this Agreement.

The Purchaser shall at all times extend necessary cooperation to the Seller in thisregard and shall provide relevant information and/ or documentation required bythe Seller within such reasonable time as may be required by the Seller.

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4. PERFORMANCE SECURITY

4.1 The Purchaser has to submit the Performance Security to the Seller in accordancewith the provisions of the Scheme Document. The amount of PerformanceSecurity is and shall continue to be for a value computed as per the followingformula:

Performance Security = {[Annual Contracted Quantity] multiplied by [5% ofthe sum of the Floor Price (or the revised indexed floor price, as the case maybe) and Winning Premium multiplied by (floor price(or the revised indexed floorprice, as the case may be)]}.

4.2 The Purchaser shall ensure that Performance Security shall remain valid till 3(three) months from the date of expiry of the Term or Extended Term, as thecase may be. The Performance Security shall be returned or refunded to thePurchaser at the end of its validity, subject to successful completion of andcomplete settlement of all claims of the Seller arising out of this Agreement.

4.3 The amount of Performance Security shall be suitably revised as follows or incase of revision / adjustment in the Annual Contracted Quantity in accordancewith Clause 5.1.1:

4.3.1 In the event of any increase in the Floor Price (or Revised Indexed Floor Price,as the case may be) pursuant to Clause 10, the Purchaser may:

(a) provide a new bank guarantee issued by any Acceptable Bank for therevised value computed as per Clause 4.1; or

(b) provide an additional/ top up bank guarantee issued by any AcceptableBank for an amount corresponding to the incremental value of thePerformance Security computed as per Clause 4.1.

Alternatively, the bank guarantee constituting the Performance Security may besuitably amended for the revised value computed as per Clause 4.1. The new/revised/ amended/ top up bank guarantee shall be in the format set out inAnnexure I. In the event that the Performance Security has been provided in theform of a non-interest bearing security deposit, then, upon any increase in theFloor Price(or the Revised Indexed Floor Price, as the case may be) pursuant toClause 10, the Purchaser shall deposit an additional amount towards the securitydeposit to cover for such increase.

Any failure of the Purchaser to replenish the Performance Security in the mannerspecified herein above within 7 (seven) days of notification of change in theF l o o r Price (or the R e v i s e d I n d e x e d F l o o r Price, as the case may be)under Clause 10, shall entitle the Seller to suspend the supply of the ContractedQuality of Silica Sand in accordance with Clause 13.3 without absolving the

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Purchaser of its obligations under this Agreement. Further, if the Purchaser failsto replenish the Performance Security within 30 (thirty) days of such suspensionof Silica Sand supplies, the Agreement shall unless otherwise agreed in writingby the Parties, stand automatically terminated without any further act on thepart of the Seller and the Seller shall also have the right to invoke the existingPerformance Security.

4.3.2 In the event of any decrease in the Floor Price(or the Revised Indexed FloorPrice, as the case may be) pursuant to Clause 10, the Purchaser may provide anew bank guarantee issued by an Acceptable Bank in the format specified inAnnexure I for the revised value computed as per Clause 4.1. The Seller shall,within 7 (seven) days of receipt of such new bank guarantee, return the originalPerformance Security to the Purchaser. In the event that the Performance Securityhas been provided in the form of a non-interest bearing security deposit, then,upon any decrease in the Floor Price(or the Revised Indexed Floor Price, asthe case may be) pursuant to Clause 10, the Seller shall refund the excess value ofthe security deposit to the Purchaser.

4.3.3 In the event of revision / adjustment in the Annual Contracted Quantity inaccordance with Clause 5.1.1, the Purchaser may provide a new bank guaranteeissued by an Acceptable Bank in the format specified in Annexure I for therevised Annual Contracted Quantity computed as per Clause 5.1.1. The Sellershall, within 7 (seven) days of receipt of such new bank guarantee, return theoriginal Performance Security to the Purchaser. In the event that the PerformanceSecurity has been provided in the form of a non-interest bearing security deposit,then, upon any revision / adjustment in the Annual Contracted Quantity pursuantto Clause 5.1.1, the Seller shall refund the excess value of the security deposit tothe Purchaser.

4.3.4 The period of validity of any new bank guarantee, amended bank guarantee, topup/ additional bank guarantee furnished by the Purchaser and/ or any additionalsecurity deposit provided by the Purchaser pursuant to this Clause shall be thesame as that of the initial Performance Security.

4.4 Invocation/ Forfeiture of Performance Security

4.4.1 The Seller shall be entitled to forfeit / invoke the whole or a part of thePerformance Security in the following situations:

(a) in the event that the Purchaser fails to submit the revised incrementalPerformance Security to the Seller within the timeline stipulated in Clause4.3 above;

(b) in accordance with Clause 5.5.2, Clause 11.2, Clause 12.2, Clause 13,Clause 14.3 or Clause 16.1;

(c) in the event that the Seller becomes entitled to exercise its right to terminate

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or actually exercises its right to terminate this Agreement for any of thereasons specified in Clause 16.2 ; and / or

(d) in the event the Purchaser does not cooperate and comply with therequirements of the NLCIL / the Seller, including promptly providing allsuch documentation, clarifications, information and/ or access, as may berequested;

4.4.2 The Guarantee amount shall, on demand, be payable without demurirrespective of any legal dispute between bank and the buyer and between thebuyer and the seller without any condition or dispute whatsoever. Seller shallhave the right to encash performance security in full or part thereof. In case ofpart encashment, performance security shall be valid for the remaining period asper contract for the balance amount or for the period as requested by Seller. Inthe event that the Acceptable Bank issuing the Performance Security doesnot permit a partial invocation of the Performance Security, the Seller shallbe entitled to invoke the whole Performance Security and recover thereunder,the amounts due to it and the balance amount, if any, shall be refundedimmediately to the Purchaser within 7 (seven) days of replenishment of thePerformance Security to the Seller.

5. ANNUAL CONTRACTED QUANTITY

5.1 Annual Contracted Quantity

5.1.1. The quantity of the Contracted quality of Silica Sand agreed to be supplied at theDelivery Point by the Seller to the Purchaser and undertaken to be purchased bythe Purchaser from the Seller at the Delivery Point shall be [insert figures] ([insertin words]) lakh tonnes per Year (Annual Contracted Quantity). For part of aYear, the Annual Contracted Quantity shall be pro-rated accordingly. The AnnualContracted Quantity shall be supplied as per the provisions of this Clause andClause 8.

5.2 Scheduled Quantity

5.2.1 The Annual Contracted Quantity shall, unless otherwise agreed to in writingbetween the Parties, be delivered in equal monthly quantities during the Yearwhich shall be calculated as Annual Contracted Quantity/12 (ScheduledQuantity or SQ); provided that during the first Year of the Term, theScheduled Quantity shall be suitably pro-rated (i.e. the Scheduled Quantity to bedelivered shall be computed suitably commencing from the Signature Date till31st March of the next Year).

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5.2.2 The total variation in the monthly Scheduled Quantity shall not, unless otherwiseagreed to in writing by the Parties, exceed 10% (ten per cent.) of the ScheduledQuantity.

5.3 Compensation for short delivery/lifting

5.3.1 If for a Year, the Level of Delivery by the Seller, or the Level of Lifting by thePurchaser falls below 75% (seventy five per cent.) with respect to that Year, thenthe defaulting Party shall be liable to pay compensation to the other Party for suchshortfall in Level of Delivery or Level of Lifting, as the case may be (FailedQuantity) in terms of the following:

Level of Delivery/ Level of Liftingin a Year

Percentage of Penalty for the FailedQuantity (at the price payable underClause 11 for Contracted Quality ofSilica Sand supplied)

Below 75% but up to 70% of ACQ 0 -5Below 70% but up to 65% of ACQ 5-10Below 65% but up to 60% of ACQ 10-20Below 60% but up to 50% of ACQ 20-40Below 50% 40

The penalty shall be computed in the same manner as done slab-wise forcomputation of income-tax. However, unlike income tax, the percentage ofcompensation shall grow on a linear basis within each slab.

Illustration:

(a) If the Level of Delivery/ Level of Lifting is below 75% (seventy five percent.) but up to 70% (seventy per cent.) of the ACQ, the penalty would be1% (one per cent.) for each percentage shortfall in Level of Delivery/ Levelof Lifting below 75% (seventy five per cent);

(b) If the Level of Delivery/ Level of Lifting is below 70% (seventy per cent.)but up to 65% (sixty five per cent.) of the ACQ, the penalty would be 5%(five per cent.) plus (1% (one per cent.) for each percentage shortfall inLevel of Delivery/ Level of Lifting below 70% (seventy per cent.));

(c) If the Level of Delivery/ Level of Lifting is below 65% (sixty five per cent.)but up to 60% (sixty per cent.), the penalty would be 10% (ten per cent.)plus (2% (two per cent.) for each percentage shortfall in Level of Delivery/Level of Lifting below 65% (sixty five per cent.));

(d) If the Level of Delivery/ Level of Lifting is below 60% (sixty per cent.) butup to 50%, the penalty would be 20% (twenty per cent.) plus (2% (two percent.) for each percentage shortfall in Level of Delivery/ Level of Lifting

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below 60% (sixty per cent.)); and

(e) If the Level of Delivery/ Level of Lifting is below 50%, the penalty wouldbe 40% (forty per cent.).

5.3.2 Compensation for the Failed Quantity shall be payable by the defaulting Party tothe other Party within a period of 90 (ninety) days from the date of receipt of aclaim in this regard from the non-defaulting Party. In the event of non-paymentwithin the due date, the defaulting Party shall be liable to pay interest asmentioned in Clause 13. In the event that the compensation along with interestpayable thereon is not paid within a period of 180 (one hundred and eighty) daysof receipt of the claim as aforesaid, the Seller shall have the right to invoke thePerformance Security.

5.4 Level of Delivery and Level of Lifting

5.4.1 The Level of Delivery with respect to a Year shall be calculated in the form ofpercentage as per the following formula:

Level of Delivery (LD) = (DQ+DDQ+FM) X 100ACQ

Where:LD = Level of Delivery of the Contracted Quality of Silica Sand by the Seller

for the Year.

DQ = Delivered Quantity, namely, aggregate of actual quantities of the

Contracted Quality of Silica Sand delivered by the Seller for the Year.

DDQ = Deemed Delivered Quantity, reckoned in the manner stated in Clause 5.5.

FM = Proportionate quantity of the Contracted Quality of Silica Sand which

could not be delivered by the Seller for a Year due to occurrence of a Force

Majeureaffecting the Seller and / or the Purchaser, calculated as under:

FM = ACQ x Number of days lost under applicable Force Majeure365

Note: For the purpose of calculation of Number of days lost under applicable ForceMajeure, the period affecting both the Parties shall be counted only once.

5.4.2 Level of Lifting with respect to a Year shall be calculated in the form ofpercentage as per the following formula:

Level of Lifting (LL) = [(ACQ-FM) - DDQ] X 100(ACQ-FM)

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Where:LL = Level of Lifting of the Contracted Quality of Silica Sand by the Purchaserfor the Year.

DDQ = Deemed Delivered Quantity, reckoned in the manner stated in Clause 5.5.

FM = Proportionate quantity of the Contracted Quality of Silica Sand whichcould not be lifted by the Purchaser for a Year due to occurrence of a ForceMajeureaffecting the Seller and / or the Purchaser, calculated as under:

FM = ACQ x Number of days lost under applicable Force Majeure Act365

Note: For the purpose of calculation of Number of days lost under applicable ForceMajeure Act‘, the period affecting both the Parties shall be counted only once.

5.5 Deemed Delivered Quantity

For the purpose of this Agreement, the aggregate of the following items providedunder Clause 5.5.1 shall constitute the Deemed Delivered Quantity with respectto a Year:

5.5.1 For Supply of Silica Sand:

(a) The quantity of the Contracted Quality of Silica Sand not supplied bythe Seller owing to omission or failure on the part of the Purchaser to takedelivery for the Scheduled Quantity.

(b) The quantity of the Contracted Quality of Silica Sand not supplied bythe Seller owing to the Purchaser‘s failure to take delivery at the Delivery Pointfor delivery of the Contracted Quality of Silica Sand within the validityperiod of the sale order/delivery order.

(c) The quantity of the Contracted Quality of Silica Sand not supplied by theSeller owing to the Seller exercising the right of suspension of supplies interms of Clause 13.

(d) The quantity of the Contracted Quality of Silica Sand not supplied bythe Seller owing to the Purchaser failing or omitting to fulfill therequirements under Clause 11.

(e) The quantity of the Contracted Quality of Silica Sand offered by the Sellerwhich is not accepted by the Purchaser.

5.5.2 Deemed Delivered Quantity in terms of Clause 5.5.1 shall be calculated on acumulated Monthly basis for a Year.

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6. QUALITY:

The quality of the Contracted Quality of Silica Sand to be supplied at theDelivery Point shall, as far as possible, be within the specifications as set outin Annexure IV. The Seller shall take all reasonable steps to deliver theContracted Quality of Silica Sand. A complaint, if any, regarding the quality ofthe Contracted Quality of Silica Sand shall be made by the Purchaser givingspecific details of the consignment to the General Manager (Sales andMarketing) of the Seller.

7. WEIGHMENT OF SILICA SAND

7.1 For the Contracted Quality of Silica Sand, the weight recorded at theweighbridge of the Seller at the concerned Delivery Point and as mentioned inthe dispatch document shall be binding on the Parties.

7.2 The Purchaser shall be entitled to depute an authorised representative to witnessthe weighment / loading of the truck(s) at the Delivery Point.

7.3 The weighbridges at the Delivery Point at Seller‘s end shall be calibrated andmaintained as per Applicable Laws. The Seller shall regularly monitor theaccuracy of the weighbridges. If and when any weighbridge is found to be out oforder, after remedying the defect as expeditiously as possible, the Seller shallarrange for calibration thereof, wherever necessary, as per Applicable Laws.

8. METHOD OF DELIVERY OF THE SILICA SAND

8.1.1 The Purchaser shall notify the Seller of the monthly time schedule forsupply o f S i l i c a S a n d and shall deposit 100% (one hundred per cent.) of theAdvance Payment in the manner provided in Clause 8.1.2, for the ScheduledQuantity.

8.1.2 The Purchaser shall place orders with the Seller for the Scheduled Quantity bymaking advance payment of the full value of the respective order (AdvancePayment), within the period as notified by the Seller.

8.1.3 Subject to receipt of the Advance Payment the Seller shall arrange to issuesale order(s)/delivery order(s). The Purchaser shall arrange to place the requirednumber / type of trucks to lift the Contracted Quality of Silica Sand. The Sellershall ensure that the sale order / delivery order in favour of the Purchaser isprepared promptly upon receipt of a notice in this regard.

8.1.4 The Seller shall ensure delivery and the Purchaser shall ensure lifting of theContracted Quality of Silica Sand against sale order / delivery order of anymonth within the validity period of 45 (forty five) days, as mentioned in the saleorder/ delivery order.

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8.1.5 In the event of any Scheduled Quantity remaining undelivered / unlifted, thePurchaser shall be entitled to receive, once the validity period of the sale order/Delivery order expires, the refund of any payments made by the Purchaser tothe Seller for such quantity. The refund with respect to a particular monthshall be made by the Seller within 30 (thirty) days from the date of receipt of anapplication for refund from the Purchaser.

9. TRANSFER OF TITLE

Once delivery of the Contracted Quality of Silica Sand has been effected at theDelivery Point by the Seller, the property, title and risk in/ of the ContractedQuality of Silica Sand so delivered shall stand transferred to the Purchaser interms of this Agreement. Thereafter, the Seller shall in no way be responsibleand/ or liable for the security or safeguard of the Contracted Quality of SilicaSand so transferred.

10. PRICE OF CONTRACTED QUALITY OF SILICA SAND

10.1 The price to be paid by the Purchaser with respect to the Contracted Quality ofSilica Sand delivered shall be computed on the basis of the following formula:

As Delivered Price of Silica Sand = [aggregate of the Floor Price (or revisedIndexed Floor Price, as the case may be) and the Winning Premium] multiplied by[the relevant quantity of the Contracted Quality of Silica Sand supplied].

10.2 The Winning Premium shall remain constant during the tenure of the Agreement.The Floor Price or the Revised Indexed Floor P r i c e , as the case may be, shallbe reviewed by NLCIL annually, and it may make such modifications as maybe deemed appropriate. The price pursuant to any such modification ( RevisedIndexed Floor Price) shall be notified by NLCIL and such modification shall beregarded as an indexation. The Floor Price, or the Revised Indexed Floor Price, asthe case may be, shall be payable in the manner contemplated in Clause 10.1over the tenure of the Agreement.

10.3 All royalties, taxes, duties, cesses, and such statutory levies payable to the StateGovernment, Central Government and/ or to any other statutory authority on thesupply, dispatch and delivery of Contracted Quality of Silica Sand under thisAgreement shall be borne by the Purchaser.

10.4 In all cases the entire cost of transportation of the Silica Sand supplied, shall beborne by and to the account of the Purchaser.

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10.5 Notwithstanding anything to the contrary contained herein, the Purchaser shall beliable to make payment to the Seller in terms of this Agreement, on the basis ofContracted Quality with respect to all quantity of Silica Sand supplied,irrespective of when and in what condition the l o a d e d transport vehiclesreach or do not reach the destination.

11. FINANCIAL COVERAGE, BILLING, PAYMENT, OVERLOADING

11.1 Supply of Contracted Quality of Silica Sand

For dispatches, Advance Payment pursuant to Clause 8.1.2 shall be made byway of wire transfer of the amount by way of National Electronic Funds Transferor Real Time Gross-settlement, to the below mentioned bank account of theSeller:

[insert beneficiary name][insert bank account number][insert bank name][insert bank address][insert details of type of account][insert IFSC Code].

11.2 The Purchaser shall submit a financial coverage in the form of a banker‘s cheque/demand draft or a bank guarantee issued by an Acceptable Bank in the format setout in Annexure V (Financial Coverage Bank Guarantee or Financial CoverageBG) for an amount equal to the estimated As Delivered Price of Silica Sand for 30(thirty) days of Silica Sand supplies, i.e. ACQ/12, subject to a minimum amountequivalent to the As delivered Price of Silica Sand of as indicated in the notice bythe Seller (Financial Coverage).

11.3 The Financial Coverage BG shall be kept operative and valid by the Purchaser forthe Term or Extended Term, as applicable and for a further period of 3 (three)months thereafter, and shall be encashable at Neyveli, Tamilnadu. In case ofany increase in the As Delivered Price of Silica Sand pursuant to Clause 10, theamount of the Financial Coverage BG shall be increased commensurately within7 (seven) days of such increase. The Purchaser shall ensure that at all times theamount of the Financial Coverage BG is not less than the estimated As DeliveredPrice of Silica Sand for 30 (thirty) days of Silica Sand supplies, i.e. ACQ/12,subject to a minimum amount equivalent to the As Delivered Price of SilicaSand of the Contracted Quality of Silica Sand.

11.4 The Financial Coverage BG in terms of Clause 11.2 shall be initially valid for aminimum period of 1 (one) year. The Purchaser shall ensure renewal at least 1(one) month prior to the expiry of the Financial Coverage BG. In the event of any

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delay in renewing the Financial Coverage BG, as an interim measure, thePurchaser will be allowed to lift supplies of the Contracted Quality of SilicaSand subject to making payment to the Seller by banker‘s cheque/ demand draftof an amount equivalent to the value of the Financial Coverage BGimmediately prior to its expiry. The Purchaser shall be entitled to a refund ofsuch payment on providing due replacement through a valid bank guarantee. TheSeller shall have the right to suspend supplies of the Contracted Quality ofSilica Sand or invoke the Performance Security, without any notice, in theevent that there is no valid and subsisting Financial Coverage BG for theamount stated hereinabove as per Clause 11.2 and the Purchaser has notdeposited any payment (by banker‘s cheque/ demand draft) in lieu of suchFinancial Coverage BG.

11.5 Notwithstanding anything to the contrary contained herein, in the event that theAcceptable Bank issuing the Financial Coverage BG does not permit a partialinvocation of the Financial Coverage BG in accordance with the terms of thisAgreement, the Seller shall be entitled to invoke the whole Financial CoverageBG and recover there under, the amounts due to it and the balance amount, ifany, shall be refunded immediately to the Purchaser within 7 (seven ) daysof replenishment of the Financial Coverage BG to the Seller, in the manneras stipulated hereinabove.

11.6 Billing and Payment:

Payment terms shall be as per Clause 8.1.2.

The invoice will be generated as and when delivery is taken by the purchaser. Thepayment for the delivery will be adjusted against the advance made.

Bills for delivery of the Contracted Quality of Silica Sand shall be prepared bythe Seller on a periodical basis. Bills shall be prepared by the Seller on the basisof the Contracted Quality of Silica Sand. The Purchaser shall, within 3(three)Business Days after receipt of a bill/invoice from the Seller, make full paymentsto the Seller with respect to each such bill / invoice. The payment shall bemade through wire transfer of the amount by way of National ElectronicFunds Transfer or Real Time Gross-settlement, to the below mentioned bankaccount of the Seller:

[insert beneficiary name][insert bank account number][insert bank name]

Long Term Supply Agreement – Silica Sand[insert bankaddress][insert details of type of account][insert IFSC Code].

In the event of non-payment within the aforesaid stipulated period, the Purchaser

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shall be liable to pay interest in accordance with Clause 12.

11.7 Overloading :

The Purchaser shall be responsible to take delivery of the Contracted Quality ofSilica Sand at the Delivery Point and ensure that there is no overloading.

11.8 Modalities for Billing and Payment

11.8.1 The Seller shall raise and the Purchaser shall pay the bills for Silica Sand supplieson the Contracted Quantity of Silica Sand in accordance with Clause 11.1.

11.8.2 In the event of the due date of any payment obligation under this Agreementfalling on Sunday or a gazetted holiday, the next first working day shall be theeffective due date for the purpose of making the payment.

12 NOTICE OF DELAYED PAYMENT AND INTEREST ON DELAYEDPAYMENT

12.1 Notice of Delayed Payment

In the event that any Party owing payment of any amount to the other Party underthe terms of this Agreement, defaults in making such payments as per terms of theAgreement, the Party not in default shall give a notice in writing to the defaultingParty and the matter shall thereafter be dealt with in terms of Clause 12.3 andClause 13.

12.2 Interest on Delayed Payment

In cases of any default in making any payment due in terms of this Agreement byany Party to the other Party, the defaulting Party shall be liable to pay interest atthe Interest Rate on the total sum outstanding and for the entire period for whichthe payment has remained over-due. Without prejudice to the foregoing, in theevent the Purchaser fails to pay the overdue amount along with the interest within30 (thirty) days, the Seller shall be entitled to invoke the Performance Securityand/ or the Financial Coverage BG and suspend Silica Sand supplies in accordancewith Clause 13. For removal of doubts, it is clarified that it shall be permissiblefor the Seller to adjust or recover the interest due in terms of this Clausefrom the Performance Security and/ or the Financial Coverage BG.

13 SUSPENSION OF SILICA SAND SUPPLIES

13.1 Notwithstanding other provisions of this Agreement (including Clause4.3.1, Clause 11.4 and Clause 12.2), in the event the Purchaser fails to pay anyamount including any interest, due to the Seller under this Agreement withina period of 30 (thirty) days of the same falling due, the Seller shall have theright to resort to any one or more of the following:

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(a) adjust the outstanding amount against the Performance Security by invokingthe Performance Security or such portion of it as may be deemed necessary;

(b) invoke the Financial Coverage Bank Guarantee or any cash deposit towardsthe Financial Coverage to the extent available and necessary to meet theoutstanding dues; and/or(c)suspend supplies of the Contracted Quality of Silica Sand to thePurchaser.

13.2 During the period of suspension of supplies in terms of Clause 13.1, the Sellershall be relieved of its obligations to supply the Contracted Quality of Silica Sandto the Purchaser hereunder. However, the obligations of the Purchaser under thisAgreement shall be deemed to remain in full force.

13.3 In the event of suspension of Silica Sand supplies pursuant to this Clause, theSeller shall have the right to continue the suspension for as long as thePerformance Security or the Financial Coverage, as the case may be, has not beenfully replenished. The Seller shall resume the Contracted Quality of Silica Sandsupplies within 3 (three) days of payment/ adjustment of the outstanding amounttogether with interest as also the full replenishment of Performance Security orFinancial Coverage, as the case may be.

14 CHANGE IN CONTROL AND TRANSFER

14.1 Change in Control and Transfer

Any change in the Control of the Purchaser and/ or any transfer of the SpecifiedEnd Use Plant along with the rights in relation to the Annual Contracted Quantity(each such event being individually referred to as a Transfer Event) shall bepermissible with prior approval of the Seller if:

(a) such change in Control does not result in the Purchaser becoming non-compliant with any of the Eligibility Conditions or the transferee of theSpecified End Use Plant along with the rights in relation to the AnnualContracted Quantity continues to satisfy all of the Eligibility Conditions; and

(b) such Transfer Event occurs in accordance with Applicable Law and theconditions for transfer and/ or assignment contained in this Agreement.

14.2 Procedure for Change in Control or Transfer

14.2.1 The Purchaser shall, prior to occurrence of any Transfer Event, make an applicationin writing to the Seller requesting its approval in connection with the TransferEvent. The application shall be accompanied with details and documentary support(where available) in respect of the Transfer Event including:(a) details of the changes in Control of the Purchaser i.e. the Person to whom the

securities of the Purchaser are being transferred or details of the scheme of

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merger, demerger, amalgamation, arrangement or other corporaterestructuring exercise being undertaken by the Purchaser along with details ofthe resultant entity and its shareholders;

(b) name, address and other details of the proposed transferee;

(c) a certificate confirming continued compliance with the Eligibility Conditionsby the Purchaser (or new entity formed as a result of change in Control of thePurchaser) or relevant transferee, as the case may be, post occurrence of theTransfer Event together with documentary evidence in support thereof; and

(d) such other details as may be required by the Seller.

14.2.2 The Seller shall, within a period of 90 (ninety) days from the date of receiving anapplication under Clause 14.2.1, convey its decision to approve or reject suchTransfer Event for reasons to be recorded in writing. In the event that the Sellerdoes not convey its decision for such a Transfer Event within the above mentionedperiod of 90 (ninety) days, for reasons other than non-submission of requisitedocuments by the Purchaser pursuant to Clause 14.2.1, it shall be construed that theSeller has no objection to such Transfer Event.

14.2.3 Any Transfer Event under this Agreement shall, in addition to the conditionsspecified in Clause 14.1 and Clause 14.2.1, be subject to the conditions that:

(a) the Purchaser (or new entity formed as a result of change in Control of thePurchaser) or transferee, as the case may be, shall be required to submit afresh bank guarantee from an Acceptable Bank in the format specified inAnnexure I or a fresh non-interest bearing security deposit for the value ofPerformance Security computed in accordance with Clause 4, and upon

receipt of such Performance Security, the earlier Performance Securityprovided by the Purchaser shall be returned or refunded to the Purchaser; and

(b) the Purchaser shall have paid to the Seller, all outstanding amounts duefrom the Purchaser to the Seller under this Agreement; and

(c) the new entity formed as a result of change in Control of the Purchaser or thetransferee, as the case may be, has accepted all the conditions and liabilitiesunder Applicable Laws which the Purchaser is subject to in respect of thisAgreement and the rights granted hereunder. Upon completion of the TransferEvent, the Purchaser (or new entity formed as a result of change in Control ofthe Purchaser) or transferee, as the case may be, shall be liable to the Sellerwith respect to any and all liabilities under this Agreement;

(d) in case of transfer of the Specified End Use Plant along with the rights inrelation to the Annual Contracted Quantity, the Purchaser and the transfereeshall be required to execute a transfer deed in the format set out in AnnexureV I and submit the same to the Seller within a period of 30 (thirty) days

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from the date of (i) receipt of a letter of approval from the Seller; or (ii)expiry of period after which it is construed that the Seller has noobjection to such transfer. The transfer shall be deemed completed onlywhen the duly executed transfer deed is submitted to the Seller in accordancewith the terms hereof;

(e) in the event of any change in name of the Purchaser or change in Control ofthe Purchaser on account of inter alia amalgamation, merger, de-merger,takeover, court order, change in ownership/shareholding pattern etc., of thePurchaser, the approval under Clause 14.2.2 shall be subject to compliance ofthe following conditions:

(i) the Specified End Use Plant shall remain unaltered and its locationshould not have changed;

(ii) the terms and conditions of this Agreement shall remain un-altered;

(iii) the company secretary of the Purchaser shall issue a certificate to theSeller certifying that all procedural and legal requirements under theCompanies Act, 2013 have been complied with;

(iv) post change in Control, the Purchaser (or new entity formed as a resultof change in Control of the Purchaser) shall continue to comply withall the Eligibility Conditions and other conditions to be met with forthe purposes of being entitled to receive the Annual ContractedQuantity hereunder;

(v) the Purchaser must, post change in Control, expressly agrees to complywith all the terms and conditions hereunder;

(vi) the Purchaser shall pay its past dues, if any, related to supplies of theContracted Quality of Silica Sand;

(vii) the Purchaser shall execute such documents and/ or agreements asmay be required by the Seller in this regard.

14.3 Consequences of default

Any Transfer Event which is not in conformity with this Agreement or ApplicableLaws shall be deemed to be void ab-initio. The Seller may in such situations, in itssole discretion, appropriate the Performance Security and terminate this Agreementby giving prior written notice of 30 (thirty) days to the Purchaser.

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14.4 Security

14.4.1 Subject to Applicable Laws, the Purchaser shall be entitled to create encumbrancesover this Agreement or rights granted to it under this Agreement for the purposes ofavailing financing from a bank or financial institutions for financing the SpecifiedEnd Use Plant and such security creation shall not require prior approval by theSeller.

14.4.2In the event of a default, the banks or financial institutions, as the case may be, shall beentitled to enforce their security interest in the manner provided by Applicable Lawand as per the procedure specified in Clause 14.2 above; provided that anytransferee of the Specified End Use Plant along with the rights in relation to theAnnual Contracted Quantity, as nominated by the banks or financial institutions inthis regard, meets all the Eligibility Conditions.

15.0 RESOLUTION OF DISPUTES AND ARBITRATION:

15.1 DISPUTE RESOLUTION

Informal Dispute Resolution

15.1.1 If any dispute between the Buyer and the Seller arises, it shall in the firstinstance be referred in writing to the Seller, who shall endeavour to resolve thedispute amicably and render a decision within 30 days. The period of 30 days shallbe reckoned from the date of receipt of intimation of the dispute by the Seller.

15.1.2 Save as hereinafter provided, in respect of a dispute so referred, the decision of theSeller shall be final and binding upon the Parties until the completion of theQuantity Supply Agreement and shall forthwith be given effect to by the Buyer whoshall proceed with the Quantity Supply Agreement with all due diligence, whether ornot either Party has sought Conciliation/Arbitration of the dispute as hereinafterprovided.

15.1.3 The Parties agree to use reasonable efforts to resolve all disputes equitably and in goodfaith.

15.2 Conciliation:

15.2.1 If the party is dissatisfied with the decision rendered by the Seller, or if the Selleromits or declines to render a decision within the said period of 30 days, then within afurther period of 30 days, the dissatisfied Party shall require by a notification thatthe dispute be referred to Conciliation in the manner as per the ‘NLC ConciliationRules’, copy of which is available with the NLC offices and the Purchaser shall abideby the ‘NLC Conciliation Rules’ for resolving any dispute arising out of thisAgreement. Such a notification shall be in writing and it shall be duly served onthe other party. Failure to invoke the Conciliation within the time stipulated shalldebar the party from seeking reference to Conciliation.

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15.2.2 The Conciliation shall be held at Neyveli/Chennai. Conciliation proceedings shall beconducted, and the award shall be rendered in English. The award shall state thereasons upon which it is based.

15.2.3 There shall be three Conciliators, who will be appointed as per Section-5 of the ‘NLCConciliation Rules’.

15.2.4 The Quantity Supply Agreement conditions and the rights and obligations of theParties, shall remain in full force and effect during the Conciliation proceedings.Supplies under the Quantity Supply Agreement shall, if reasonably possible, continueduring the Conciliation proceedings.

15.2.5 For the purpose of this clause, the term ‘dispute’ shall include a demand or differenceof any kind whatsoever, arising out of the agreement and respecting the performanceof the Quantity Supply Agreement, whether during the Quantity Supply Agreementperiod including extensions if any, or after completion, and whether before or aftertermination, abandonment or breach of the Quantity Supply Agreement. (except as toany matter, the decision of which is specifically otherwise provided for in any of theseconditions).

15.2.6 Only in case of failure to resolve the dispute through Conciliation, Arbitration can beresorted to.

15.2.7 Once the settlement agreement is signed with respect to a dispute, the same dispute isnot subject to further appeal through Arbitration or Judicial Proceedings.

15.2.8 Anything not found included in the ‘NLC Conciliation Rules’, but necessary to conductthe conciliation proceedings will be dealt with as per the provisions of the ‘Arbitrationand Conciliation Act 1996 -Part-III’ or as per the statutory provisions modified fromtime to time.

15.3 Arbitration of Disputes

15.3.1 In case of failure to resolve the dispute through Conciliation, Arbitration can beresorted to within a further period of 30 days of failure; the dissatisfied Party mayrequire by a

notification that the dispute be referred to arbitration in the manner hereinafterprovided. Such a notification shall be in writing and it shall be duly served on the otherparty.

15.3.2 Except as otherwise provided in this clause, any dispute arising out of or relating tothis agreement, or the breach, termination or validity thereof between the parties shallbe finally settled by arbitration in accordance with the Arbitration and ConciliationAct 1996 (the ``Act''). The arbitration shall be held at Neyveli or Chennai, TamilNadu. The arbitration proceedings shall be conducted, and the award shall be rendered

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in English. The award shall state the reasons upon which it is based. Interest, ifawarded by the arbitrators, shall be at a rate not exceeding the Cash Credit rateapplicable to NLC India Limited. All interest payments so awarded are subject todeduction of TDS at sources as applicable at prevailing rates of Income Tax.

15.3.3 There shall be three arbitrators of whom each Party shall appoint one. The Partyrequesting that the dispute be referred to arbitration shall, within 30 days of thenotification in terms of provision as above under Clause 15.3.1, appoint an arbitratoras also call upon the other Party to appoint an arbitrator within 30 days of the receiptof notice intimating appointment of arbitrator. The two arbitrators so appointed shall,within 30 days of the date on which the second of them is appointed, agree on thethird arbitrator who shall act as the presiding arbitrator of the tribunal.

15.3.4 This agreement and the rights and obligations of the Parties, shall remain in full forceand effect pending the award in any arbitration proceedings. Supplies under theQuantity Supply Agreement shall, if reasonably possible, continue during arbitrationproceedings.

16.0 LOCK-IN PERIOD AND TERMINATION OF THE AGREEMENT16.1 Lock-in Period

Notwithstanding anything to the contrary contained in this Agreement, the Partiesshall not be allowed to terminate this Agreement for a period of 2 (two) yearsfrom the Signature Date (Lock-in Period) for any reasons whatsoever. In the eventthat the Purchaser terminates the Agreement prior to expiry of the Lock-in Periodfor reasons other than on account of the Seller‘s default, the Seller shall be entitled toinvoke the Performance Security in its entirety and the Purchaser shall bedisqualified from participating in the immediately subsequent tranche of anyauction conducted by NLCIL.

16.2 Termination EventsSubject to Clause 16.1, this Agreement may be terminated in the following eventsand in the manner specified hereunder:

(a) In the event that the Affected Party is rendered wholly or partially unable toperform its obligations under this Agreement because of a Force Majeureand such inability to perform lasts for not less than a total of 90 (ninety) daysin any continuous period of 180 (one hundred eighty) days, and in theconsidered assessment of the other Party (Non-Affected Party) there is noreasonable likelihood of the Force Majeure coming to an end in the nearfuture, the Non-Affected Party shall have the right to terminate thisAgreement by giving at least 90 (ninety) days prior written notice to theaffected Party of its intention to so terminate this Agreement. In such anevent, the termination shall take effect on expiry of the notice period or 90(ninety) days whichever is later and the Parties shall be absolved of all

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rights/obligations under this Agreement, save those that had already accrued ason the effective date of termination of the Agreement;

(b) in the event that the Purchaser is prevented /disabled under Applicable Lawfrom using the Silica Sand delivered to it under this Agreement, for reasonsbeyond its control, owing to changes in applicable environmental and/orstatutory norms, howsoever brought into force, the Purchaser shall have theright to terminate this Agreement by giving a prior written notice of not lessthan 30 (thirty) days to the Seller;

(c) in the event that the Level of Delivery falls below 30% (thirty per cent.) orthe Level of Lifting falls below 30% (thirty per cent.), the Purchaser or theSeller, as the case may be, shall have the right to terminate this Agreementafter providing the other Party with prior written notice of not less than 30(thirty) days. However, such notice is to be issued within 60 (sixty) days ofthe end of the relevant Year;

(d) in the event of invocation of the Performance Security or suspension of SilicaSand supplies pursuant to Clause 13, the Seller shall have the right toterminate this Agreement by providing prior written notice of 30 (thirty) daysto the Purchaser; provided that the Purchaser has not replenished thePerformance Security within the aforesaid said notice period of 30 (thirty) days;

(e) in the event that either Party suffers insolvency, appointment of a liquidator(provisional or final), appointment of a receiver of any of its material assets,levy of any order of attachment of its material assets, or any order orinjunction restraining the Party from dealing with or disposing of its assetsand such order after having been passed is not vacated within 60 (sixty)days, the other Party shall be entitled to terminate this Agreement by givingprior written notice of 30 (thirty) days to first Party;

(f) in the event that any Party (Defaulting Party) commits a breach of anycovenant, term or condition of this Agreement not otherwise specified underthis Clause or of any term or provision of the Scheme Document and suchbreach, if curable, is not cured by the Defaulting Party to the satisfaction of theother Party (Non-Defaulting Party) within a period of 90 (ninety) days ofreceipt of a notice in this regard from the Non- Defaulting Party, then theNon-Defaulting Party shall have the right to terminate this Agreementforthwith on expiry of the said 90 (ninety) day period;

(g) in the event that the information contained in any of the documents and/ orundertakings provided by the Purchaser to the Seller under this Agreementand/ or the Scheme Document ceases to be true and correct or is found to bemisleading, untrue or incorrect, then the Seller shall have the right toterminate this Agreement by giving prior written notice of 30 (thirty) days tothe Purchaser;

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(h) subject to Clause 15, in the event that the Purchaser (or the new entityformed as a result of change in Control of the Purchaser) or the relevanttransferee ceases to comply with any of the Eligibility Conditions or anyother conditions specified herein, then the Seller shall have the right toterminate this Agreement by giving prior written notice of 30 (thirty) days tothe Purchaser;

(i) post expiry of the Lock-in Period, ei ther party shall be entitled toterminate this Agreement for any reason whatsoever, by giving a priorwritten notice of 3 (three) months to the other party;

(j) pursuant to Clause 2.2, Clause 4.3.1, Clause 4.4 and Clause 14.3;

16.3 Accrued rights to survive terminationTermination of this Agreement shall be without prejudice to the accrued rightsand obligations of either Party arising immediately prior to the termination. In theevent of termination of this Agreement, the Purchaser shall return all theConfidential Information in its possession to the Seller or destroy suchinformation in accordance with the instructions of the Seller.

17. FORCE MAJEURE

17.1 The term Force Majeure as used in this Agreement shall mean any act,circumstance or event or a combination of acts, circumstances and/ or eventswhich wholly or partially prevents or delays the performance of obligations arisingunder this Agreement by any Party (Affected Party) and if such act, circumstanceor event or combination thereof is not reasonably within the control of and notcaused by the fault or negligence of the Affected Party, and provided that suchact, circumstance or event or combination thereof falls within one or more of thefollowing categories including:

(a) flood, inundation of mine, drought, lightening, cyclone, storm, earthquakeor geological disturbances, eruption of gases, subsidence and such naturaloccurrences;

(b) explosions, mine fire and other fire, contamination of the atmosphere byradioactive or hazardous substances;

(c) civil disturbance such as riot, terrorism etc.;

(d) industry wise /nation-wide strikes in the sector in which either Party operatesin;

(e) any Applicable Law, ordinance or order of the Central or State Government,or any direction of a statutory regulatory authority that restricts performanceof the obligations hereunder;

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(f) any epidemic;

(g) Piracy

(h) the enactment, promulgation, amendment, suspension or repeal of anyApplicable Laws after the Signature Date; and/ or

(i) any delay or direction or order on the part of the Government of India orrelevant State Government or denial or refusal to grant or renew, or anyrevocation, or modification of any required permit or mining lease orgovernmental approvals including those related to land acquisition orenvironment/ forest clearance provided that such delay, modification,denial, refusal or revocation was not due to a cause attributable to theAffected Party;

Provided that a Force Majeure shall not include within its purview, anyeconomic hardship, equipment failure and/ or breakdown other than asspecifically set forth above.

17.2 Burden of Proof

The burden of proof as to whether a Force Majeure has occurred shall beupon the Affected Party claiming the occurrence or existence of such ForceMajeure.

17.3 Effect of Force Majeure

The Affected Party who is rendered wholly or partially unable to perform itsobligations under this Agreement because of a Force Majeure shall be excusedfrom whatever performance is affected by the Force Majeure to the extent soaffected, provided that:

a) within 5 (five) Business Days after the occurrence of the inability toperform due to a Force Majeure, the Affected Party provides a writtennotice to the Non-Affected Party of the particulars of the occurrence,including an estimation of its expected duration and probable impact onthe performance of its obligations hereunder, and continues to furnishperiodic reports with respect thereto to the other Party at an intervalof every 7 (seven) days during the period of a Force Majeure;

b) the Affected Party shall use all reasonable efforts to continue to performits obligations hereunder and to correct or cure, as soon as possible, theForce Majeure;

c) the suspension of performance shall be of no greater scope and nolonger duration than is reasonably necessitated by the Force Majeure;

d) the Affected Party shall provide the Non-Affected Party with promptnotice of the cessation of the Force Majeure giving rise to the excuse

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from performance and shall thereupon resume normal performance ofobligations under this Agreement with utmost promptitude;

e) the non-performance of any obligation of either Party that was requiredto be performed prior to the occurrence of a Force Majeure shall not beexcused as a result of such subsequent Force Majeure Act;

f) the occurrence of a Force Majeure shall not relieve either Party from itsobligations to make any payment hereunder for performance renderedprior to the occurrence of the Force Majeure or for partial performancehereunder during period of subsistence the Force Majeure Act;

g) the Force Majeure shall not relieve either Party from its obligations tocomply with Applicable Laws; and

h) the Affected Party shall exercise all reasonable efforts to mitigate orlimit damages to the Non-Affected Party on account of its non-performance due to the Force Majeure.

18 INDEMNIFICATION

18.1 In this Clause, a reference to the Seller shall include the Seller and its officers,employees, staff, advisors, representatives or agents (collectively theIndemnified Party) and the provisions of this Clause shall be for the benefit of theIndemnified Party, and shall be enforceable by each such Indemnified Party.

a. The Purchaser shall indemnify the Indemnified Party against allliabilities, costs, expenses, damages and losses (including but notlimited to any interest, penalties and legal costs (calculated on a fullindemnity basis) and all other professional costs and expenses)(collectively the Losses) suffered or incurred by the IndemnifiedParty arising out of or in connection with:

i. any breach of the representations, warranties, covenants and/ orundertakings of the Purchaser contained herein or in the SchemeDocument;

ii. any information or documentation submitted by the Purchaser to the Sellerpursuant to this Agreement and/ or the Scheme Document, being untrue,incorrect or false;

iii. the Purchaser‘s breach or negligent performance or non-performance ofthis Agreement;

iv. any claim made against the Indemnified Party for actual or allegedinfringement of a Third Party‘s rights or damage caused to a Third Partyarising out of or in connection the performance or non-performance of anyof the Purchaser‘s obligations under this Agreement to the extent that suchclaim arises out of the breach, negligent performance or failure or delay inperformance of this Agreement by the Purchaser, its employees, agents orcontractors;

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v. any Loss or damages caused on account of breach of any Applicable Lawby the Purchaser, including without limitation any costs incurred by theSeller in rectifying any damages caused by the Purchaser on account ofbreach, negligent performance or failure or delay in performance of thisAgreement or non-compliance with Applicable Law.

b. Any indemnifiable Claim under this Agreement must be asserted bythe Indemnified Party by prompt delivery of written notice thereof tothe Purchaser, delivered within 60 (sixty) calendar days of discoveryby the Indemnified Party of the breach of the pertinent covenant orobligation of this Agreement, or of any misrepresentation or breachof any representation or warranty made by the Purchaser or ofoccurrence of the event specified in Clause18.1. However, any delayon the part of an Indemnified Party in providing or failure to providesuch notice will not relieve the Purchaser of its indemnificationobligations hereunder.

c. The remedies set forth in this Clause shall be without prejudice to allthe rights and remedies that the Parties may have under the ApplicableLaw and shall not be the sole and exclusive remedies of the Parties forany breach of this Agreement or any matter relating to anyrepresentation, warranty, covenant or undertaking contained in thisAgreement.

19 REPRESENTATIONS, WARRANTIES, COVENANTS ANDUNDERTAKINGS

a. The Purchaser hereby warrants and represents to the Seller:

i. it is duly organized and validly existing under the Applicable Laws ofIndia and has all powers and authorities to own its property and tocarry on its business as now conducted;

ii. has the full legal right, capacity and authority to enter into thisAgreement and this Agreement constitutes its legal, valid andbinding obligation;

iii. the execution, delivery and performance by it of this Agreement andthe compliance by it with the terms and provisions hereof do not andwill not:

1. contravene any provision of any Applicable Law, statute or anyorder, writ, injunction or decree of any court or governmentalinstrumentality to which it is subject; or

2. conflict with or be inconsistent with or result in any breach of any

31

of the terms, covenants, conditions or provisions of, or constitute adefault under any other agreement, contract or instrument to whichit is a party or by which it is bound or to which it may be subject; or

3. violate any provision of its constitutional documents;

iv. there are no claims, investigations or proceedings before any court,tribunal or governmental authority in progress or pending againstor relating to it, which could reasonably be expected to prevent itfrom fulfilling its obligations set out in this Agreement or arisingfrom this Agreement;

v. this Agreement is enforceable against it in accordance with its terms;

vi. the undertakings of the Purchaser pursuant to the Scheme Documentand the LOI are true and correct and all information providedby the Purchaser under the Scheme Document and in connectionwith the LOI, as required by NLCIL and/ or the Seller, is notuntrue, incorrect or misleading in any way; and

vii. there has been no change in the Control of the Purchaser since theissuance of the LOI till the Signature Date.

b. The Purchaser hereby covenants and undertakes to the Seller as follows:

i. it does and shall continue to satisfy all of the Eligibility Conditions and shallcomply with all its obligations, covenants, undertakings and all other terms and

conditions required to be complied by it under the Scheme Document;

ii. Purchaser has and shall always conduct its business in compliance with allApplicable Laws; and

iii. all licenses, registrations, consents, permissions and other authorisations required bythe Purchaser for or in connection with its business (License) have been obtainedand are validly held by the Purchaser and each License is in full force andeffect and the Purchaser shall take necessary steps to renew the Licenses fromtime to time in accordance with the provisions of Applicable Laws.

20. MISCELLANEOUSa. Amendment: This Agreement shall stand amended or modified pursuant to

any modifications thereof as may be issued in writing or notified by theSeller and as may be entered into in writing by the Parties.

b. Severability: In the event that any part or provision of this Agreementbecomes, for any reason, unenforceable or is declared invalid by acompetent court of law or tribunal, the rest of this Agreement shall remain infull force and effect as if the unenforceable or invalid portions had not beenpart of this Agreement.

c. Governing Law and Jurisdiction: This Agreement and the rights and

32

obligations of the Parties hereunder shall be interpreted, construed andgoverned by the laws of India. The courts at Neyveli, Tamil Nadu, Indiashall have exclusive jurisdiction in respect of all matters arising under or inconnection with this Agreement.

d. Entire Agreement: This Agreement together with the Scheme Document andany documents referred to therein (i) supersedes any and all oral andwritten agreements, drafts, undertakings, representations, warranties andunderstandings heretofore made in relation to the subject matter hereof;and (ii) constitutes the entire agreement and understanding of the Partiesrelating to the subject matter hereof. It is expressly agreed that thisAgreement together with the Scheme Document and any documentsreferred to therein, shall supersede all previous discussions and meetingsheld and correspondence exchanged between the Seller and the Purchaserin respect of this Agreement and any decisions arrived at therein in the pastand before coming into force of this Agreement, shall have no relevancewith reference to this Agreement and no reference of such discussionsor meetings or past correspondence shall be entertained by either Party forthe purposes of interpreting or implementing this Agreement. In the eventof any conflict between the provisions of this Agreement and the SchemeDocument, this Agreement shall prevail.

e. Counterparts: This Agreement may be executed in any number ofcounterparts each of which will be deemed an original, and all of which willconstitute one and the same instrument.

f. Assignment: Subject to the provisions of Clause 14, the Purchaser shall notwithout the express prior written consent of the Seller, assign to any ThirdParty, this Agreement or any part thereof or any of its rights, benefits,obligations and/ or interests herein or hereunder.

g. Limitation of Liability: Except as otherwise expressly agreed in thisAgreement, neither Party shall have any right or entitlement to anyconsequential losses, costs or damages, loss of profit or market, as a resultof a breach by the other Party of this Agreement.

h. Best Efforts: Subject to the terms and conditions of this Agreement, eachParty shall use its best efforts to take, or cause to be taken, all actions andto do, or cause to be done, all things necessary or desirable underApplicable Laws to consummate the transactions contemplated herein.Each Party agrees to execute and deliver such other documents, certificates,agreements and other writings and to take such other lawful actions asmay be necessary or desirable in order to consummate or implementexpeditiously such transactions.

i. Costs and Expenses: Except as otherwise expressly provided for in thisAgreement, each Party shall pay its own costs and expenses in connection

33

with this Agreement and the transactions contemplated hereby.

j. No Third Party Beneficiary: The terms and provisions of this Agreementare intended solely for the benefit of the Parties and their respectivesuccessors and permitted assigns, and it is not the intention of the Partiesto confer third party beneficiary rights upon any other Person.

k. Change in Name: The Purchaser shall intimate the Seller of any changein its name (on account reasons other than a change in its Control),immediately upon occurrence of name change. The Parties shall thereaftertake necessary steps to record such change in the name of the Purchaser inthe books and records of the Seller and shall also execute an amendmentagreement to the Agreement to record such name change.

l. Binding Effect: This Agreement is binding upon and will inure to thebenefit of the Parties.

m. Notices: Any notice to be given under this Agreement shall be in writing andshall be deemed to have been duly and properly served upon the Partieshereto if delivered against acknowledgement or by registered mail withacknowledgement due or by facsimile or by e-mail, addressed to thesignatories or the authorised representatives of the signatories nominated inaccordance with the provisions of this Agreement at the following addresses:

1) Seller‘s address 2) Purchaser‘s address

Name and Designation: Name and Designation:Address: Address:Telephone: Telephone:Fax: Fax:Email: Email:

Any notice given by the Purchaser under this Agreement, if delivered otherwisethan by e-mail, shall always be backed by an e-mail to the above mentioned email

address of the Seller. Any notice delivered to the Party to whom it is addressed asprovided in this Clause shall be deemed (unless there is evidence that it has beenreceived earlier) to have been given and received, if:

(a) hand delivered or sent by registered mail, at the time of acknowledgment ofreceipt of the same; and

(b) sent by facsimile or e-mail, when confirmation of its transmission has beenrecorded by the sender‘s facsimile machine or delivery receipt of email has

34

been received.

n. Waiver, Rights and Remedies: No failure or delay by any Party inexercising any right, power or remedy under this Agreement shall operate asa waiver thereof. No single or partial exercise of any right, power orremedy under this Agreement by any Party shall preclude any furtherexercise thereof or the exercise of any other right, power or remedy by thatParty. Without limiting the foregoing, no waiver by any Party of any breachby any other Party of any provision hereof shall be deemed to be a waiverof any subsequent breach of that or any other provision hereof.

o. Legal and Prior Rights: All rights and remedies of the Parties mentionedherein shall be in addition to all other legal rights and remedies belonging tosuch Parties and the same shall be deemed to be cumulative and notalternative to such legal rights and remedies aforesaid and it is herebyexpressly agreed and declared by and between the Parties, that thedetermination of this Agreement for any cause whatsoever shall be withoutprejudice to any and all rights and claims of any Party, which shall or mayhave accrued prior thereto.

p. No Agency: The Parties agree that nothing in this Agreement shall be inany manner interpreted to constitute an agency for and on behalf of any otherParty.

q. Specific Performance of Obligations: To the extent permitted byApplicable Law, the rights and obligations of the Parties under thisAgreement shall be subject to the right of specific performance and may bespecifically enforced against a defaulting Party.

21. IMPLEMENTATION OF THE AGREEMENT

a. The chief executive officer of the Purchaser or his nominatedrepresentative or any other representative duly authorized by thePurchaser shall be authorised to act for and on behalf of the Purchaser inrespect of matters arising out of or in connection with this Agreement.

b. The General Manager (Sales & Marketing) or any other representativeduly authorized by the Seller shall be authorised to act for and onbehalf of the Seller in respect of matters arising out of or in connectionwith this Agreement.

c. Any other nomination of an authorised representative shall be informed inwriting by the Seller or the Purchaser, as the case be, within 1 (one) monthof the Signature Date or by giving 30 (thirty) days prior written notice inthis regard to the other Party.

35

d. It shall be the responsibility of the Parties to ensure that any change in theaddress for service or in the particulars of the designated representativeor in any other particulars specified in Clause 2 0 ( m ) is notified tothe other Party and all others concerned, before effecting a change andin any case within 7 (seven) Business Days of such change.

Signed in presence of the witness /witnesses under mentioned on day of .

For ( name of the Seller) For (name of the Purchaser)

Signature Signature

Name Name:(block letters) (block letters)Designation: Designation:Address: Address:Telephone: Telephone:Fax: Fax:Email: Email:

1. WITNESS 1. WITNESS

a)b)

SignatureName

a)b)

SignatureName

(block letters) (block letters)

c) Address & Occupation c) Address & Occupation

(block letters) (block letters)

c) Address & Occupation c) Address & Occupation

2. WITNESS 2. WITNESS

a)b)

SignatureName

a)b)

SignatureName

36

ANNEXURE I

Format of Performance Security

[Reference number of the bank] [date]

To[insert name and address of the relevant Subsidiary]

WHEREAS

A. [Name of the Successful Bidder], a company incorporated in India under theCompanies Act, [1956/2013] with corporate identity number [CIN of theSuccessful Bidder], whose registered office is at [address of registered office],India and principal place of business is at [address of principal place of business,if different from registered office] OR [Name of the Individual], an individualresiding at [address] and carrying on a sole proprietorship business under thename style of [Name of Successful Bidder] at [address of sole proprietorship],OR [Name of the Successful Bidder], a limited liability partnership incorporatedunder the Limited Liability Partnership Act, 2008, with its registered office at[address of registered office] OR [Name of the Individual], an individualresiding at [address], [Name of the Individual], an individual residing at[address] and [Name of the Individual], an individual residing at [address] allcarrying on a partnership business under the name style of [Name of theSuccessful Bidder] registered under [name of Act under which the firm isregistered] and with its principal place of business at [address of principal place ofbusiness] OR [Name of the Successful Bidder], a [insert legal nature of theSuccessful Bidder (e.g. trust, society etc.)] incorporated under the [insert statuteunder which the Successful Bidder is incorporated] with its registered office/principal place of business/ office at [address of registered office/ principal placeof business/office] (hereinafter referred to as the Purchaser) is required to providean unconditional and irrevocable bank guarantee for an amount equal to INR[figures] (Indian Rupees [words]) as a performance security valid until [date ofexpiry of performance bank guarantee] (Expiry Date).

B. The Performance Security is required to be provided to [NLCIL] (the Seller)for discharge of certain obligations of the Purchaser under the Scheme Documentdated, [date] with respect to Auction of Silica Sand Linkages and the QuantitySupply Agreement to be executed between the Seller and the Purchaser(hereinafter collectively referred to as the Agreement).

We, [name of the bank] (the Bank) at the request of the Purchaser do herebyundertake to pay to the Seller an amount not exceeding INR [figures] (IndianRupees [words]) (Guarantee Amount) to secure the obligations of the Purchaserunder the Agreement on demand from the Seller on the terms and conditionscontained herein.

NOW THEREFORE, the Bank hereby issues in favour of the Seller this

37

irrevocable and unconditional payment bank guarantee (the Guarantee) on behalfof the Purchaser in the Guarantee Amount:

We, referred to as the "Bank which expression shall, unless repugnant to thecontext or meaning thereof, include its successors, administrators,representatives and assignees do hereby irrevocably guarantee and undertaketo pay the SELLER merely on demand without any previous notice and withoutany demur and without referring to any other source, any and all moniespayable by the PURCHASER by reason of any breach by the saidPURCHASER of any of the terms and conditions of the said AGREEMENTincluding non-execution of the " long term supply agreement " for the sumspecified therein. Any such demand made by the SELLER on the bank shall beconclusive and binding, absolute and unequivocal not withstanding any disputesraised/pending before any court, tribunal, arbitrator or any other authority. TheBank agrees that the guarantee herein contained shall continue to be enforceabletill this sum due to the SELLER is fully paid and claims satisfied or till theSELLER discharges this Guarantee.

1. The Bank acknowledges that any such demand by the Seller of theamounts payable by the Bank to the Seller shall be final, binding andconclusive evidence in respect of the amounts payable by Purchaser to theSeller under the Agreement.

2. The SELLER shall have the fullest liberty to lodge their claims forencashment of the guaranteed sum in full or in part, in the manner suitable tothem. However, payment made for a sum lesser than the guaranteed amount,shall not relieve or discharge the Bank from their obligations guaranteedhereunder, till the contractual obligation are fully performed by theContractor or the Bank Guarantee is discharged by the Purchaser, as the casemay be and the Bank Guarantee shall continue to be in force till such time.

3. The Bank further unconditionally agrees with the Seller that the Seller shallbe at liberty, without the Bank‘s consent and without affecting in anymanner the Bank‘s obligation under this Guarantee, from time to time to: (i)vary and/ or modify and of the terms and conditions of the Agreement;(ii) extend and/ or postpone the time for performance of the obligations ofthe Purchaser under the Agreement, or (iii) forbear or enforce any of therights exercisable by the Seller against the Purchaser under the terms andconditions of the Agreement and the Bank shall not be relieved from itsliability by reason of any such act or omission on the part of the Seller orany indulgence by the Seller to the Purchaser or other thing whatsoeverwhich under the law relating to sureties would, but for this provision,have the effect of relieving the Bank of its obligations under thisGuarantee.

4. Any payment made hereunder shall be made free and clear of and withoutdeduction for, or on account of, any present or future taxes, levies,imposts, duties, charges, fees, commissions, deductions or withholdings ofany nature whatsoever.

38

5. The Bank agrees that Seller at its option shall be entitled to enforce thisGuarantee against the Bank, as a principal debtor in the first instancewithout proceeding at the first instance against the Purchaser.

6. The Bank further agrees that the Guarantee herein contained shall remainin full force and effect during the period that specified in the Agreement andthat it shall continue to be enforceable till all the obligations of thePurchaser under or by virtue of the said Agreement with respect to thePerformance Security have been fully paid and its claims satisfied ordischarged or till the Seller certifies that the terms and conditions of theAgreement with respect to the Performance Security have been fully andproperly carried out by the Purchaser and accordingly discharges thisGuarantee. Notwithstanding anything contained herein, unless a demandor claim under this Guarantee is made on the Bank in writing on orbefore the Expiry Date the Bank shall be discharged from all liability underthis Guarantee thereafter.

7. The payment so made by the Bank under this Guarantee shall be a validdischarge of Bank‘s liability for payment thereunder and the Seller shall haveno claim against the Bank for making such payment.

8. This Guarantee is subject to the laws of India. Any suit, action, or otherproceedings arising out of this Guarantee or the subject matter hereofshall be subject to the exclusive jurisdiction of courts at [where theSeller’s registered office/ principal place of business is located], India.

8.1 The Bank has, under its constitution, the power to issue this Guarantee infavour of the Seller and Shri who has signed thisGuarantee on behalf of the Bank has the authority to do so. ThisGuarantee will not be discharged due to the change in the constitution ofthe Bank.

8.2 The Bank undertakes not to revoke this Guarantee during its currency exceptwith the previous consent of the Seller in writing.

8.3 The Seller may, with prior intimation to the Bank, assign the right underthis Guarantee to any other person or entity. Save as provided in thisClause 12, this Guarantee shall not be assignable or transferable.

8.4 Notwithstanding anything contained herein,

8.4.1 the liability of the Bank under this Guarantee shall not exceed theGuarantee Amount; and

8.4.2 this Guarantee shall be valid up to the Expiry Date.

8.5 The Bank is liable to pay the Guaranteed Amount or any part thereof underthis Guarantee only and only if the Seller serves upon the Bank a writtenclaim or demand on or before the Expiry Date.

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9. The Guarantee is operative at our [insert name and address of Branch].

Dated the [day] day of [month] [year] for the Bank.

In witness whereof the Bank, through its authorized officer, has set its hand and stamp.

—————————————(Signature)

(Name andDesignation) (Bank Stamp)

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ANNEXURE - II

Documents to be submitted to NLCIL prior to execution of the Agreement

Part A – Documents to be mandatorily submitted to NLCIL prior toexecution of the Agreement

1. Relevant Corporate Authorizations of the Purchaser for execution andperformance of his obligations under the agreement such as:

(a) Notarised Power of Attorney/ Notarised Control Ledger Proforma.

(b) Certified true copy of Board Resolution or Certified true copy ofShareholders Resolution etc. if applicable.

2. Self Attested copies of valid small scale industries / industrial Registrationcertificates ( IEM/ MSME certificates etc.)

3. Self-attested copy of TIN and PAN number of the Purchaser.

4. Income- Tax Returns of the Purchaser (latest financial year).

5. Any other documents requested by NLCIL.

Part B – Documents that may be requested by NLCIL prior to or postexecution of the Agreement

1. Self-attested copy of TIN and PAN number of the Purchaser.

2. Income-tax return of the Purchaser (for latest available financial year);

3. Value added tax registration certificate for the Bidder for value added taxpaid by the Purchaser during the last two years.

4. Audited accounts of the Purchaser for the immediately preceding threefinancial years;

5. Copies of electricity bills for the last six months, wherever applicable;

6. Any other relevant information/ documentation as may be deemednecessary for ascertaining bona fide usage of Silica Sand.

41

ANNEXURE IIIDetails regarding Quantity & Period offered

Note: Sale of Silica Sand is on “as is where is and no complaint basis” Ex-Mines,NLCIL, Neyveli and loading and the transportation of Silica Sand has to be arrangedby the buyer at their own cost.

Sl. No. SOURCE(MINE)

QTY INLTPA

FLOORPRICEIN Rs. /T

Period ofLinkage/Sale

1 Mine-I 1.25 550.00 5 Yearsextendable toanother 5 Years

2 Mine-II 2.00 475.00

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ANNEXURE IV

Quality of Silica Sand

Source- MINE-I

CHEMICAL ANALYSIS Weight in %

Loss on Ignition 1.93-3.29Silica as SiO2 87.99-92.31Iron as Fe2O3 0.32-1.60Aluminium as Al2O3 1.47-5.66Calcium as CaO 0.98-2.22Megnesium MgO 0.35-0.79Sulphur as SO3 0.64-2.81Sodium as Na2O 0.03-0.07Potassium as K2O 0.01-0.01

Physical Analysis (Without Washing):

Bulk Density : 1.5 gm/cc.Quantity recoverable by sieving : Between (+) 1.18 to (+) 0.15Mesh size is around 90%. (Depending on availability, the properties may vary)

Source- MINE-II

CHEMICAL ANALYSIS Weight in %

Loss on Ignition 2.82 to 11.00Silica as SiO2 70.00 to 83.00Iron as Fe2O3 2.93 to 3.17Aluminium as Al2O3 5.87 to 10.91Calcium as CaO 1.61 to 2.22Megnesium MgO 0.38 to 0.79Sulphur as SO3 1.05 to 2.38Sodium as Na2O 0.03 to 0.05Potassium as K2O 0.0001 to 0.01

Physical Analysis (Without Washing):

Bulk Density : 1.49 gm/cc.Quantity recoverable by sieving : Between (+) 1.18 to (+) 0.075Mesh size is around 90%. (Depending on availability, the properties may vary)

43

ANNEXURE V

Format of Financial Coverage Bank Guarantee

On Non judicial Stamp Paper of adequate value

Date of Issue :------------------------Effective Date :------------------------

Expiry Date: ------------------------Value of B.G. :------------------------

1. [The Chairman-cum-Managing Director,

(Name & Address of the Seller)]

3.(Name & Address of any other office of the Purchaser)

In consideration of (insert name of the Seller) having itsregistered office at (insert regd. addressof the Seller) and sales office at (insert address of the sales office of theSeller) (hereinafter referred to as the ‗Seller‘, which expression shall unlessexcluded by or repugnant to the subject or context, include its legalrepresentatives, successors and permitted assigns) having agreed to supply theAnnual Contracted Quantity (as defined in the Agreement) to [Name of thePurchaser], a company incorporated in India under the Companies Act,[1956/2013] with corporate identity number [CIN of the Purchaser], whoseregistered office is at [address of registered office], India and principal place ofbusiness is at [address of principal place of business, if different from registeredoffice] OR [Name of the Individual], an individual residing at [address] andcarrying on a sole proprietorship business under the name style of [Name ofPurchaser] at [address of sole proprietorship], OR [Name of the Purchaser], alimited liability partnership incorporated under the Limited Liability PartnershipAct, 2008, with its registered office at [address of registered office] OR [Name ofthe Individual], an individual residing at [address], [Name of the Individual], anindividual residing at [address] and [Name of the Individual], an individualresiding at [address] all carrying on a partnership business under the name styleof [Name of the Purchaser] registered under [name of Act under which the firm isregistered] and with its principal place of business at [address of principal placeof business] OR [Name of the Purchaser], a [insert legal nature of the Purchaser(e.g. trust, society etc.)] incorporated under the [insert statute under which thePurchaser is incorporated] with its registered office/ principal place of business/office at [address of registered office/ principal place of business/office](hereinafter referred to as the ‗Purchaser‘, which term shall unless excluded orrepugnant to the subject or context include its legal representatives, successorsand permitted assigns, as applicable), as per the terms of the Quantity Supply

44

Agreement vide Agreement No. ( ) dated ( ) (Agreement).

We, (insert name and address of the Bank), having itsHead Office at (Address of the Head Office of theBank) (hereinafter called the Guarantor, which expression shall, unlessrepugnant to the context or meaning thereof, include its successors,administrators, executors and assigns) do hereby irrevocably and unconditionallyguarantee and undertake to pay the Seller or such other Person or Persons as maybe directed by the Seller, Seller an amount not exceeding INR [figures] (IndianRupees [words]) (Guarantee Amount) to secure the obligations of thePurchaser to pay the As Delivered Price of Silica Sand with respect to theAnnual Contracted Quantity under the Agreement on demand from the Seller onthe terms and conditions contained herein-

1. The Guarantor shall pay the Guarantee Amount to the Seller on demand andwithout any demur, reservation, contest, recourse or protest and/ or without anyreference to the Purchaser. As to whether the occasion or ground has arisen forsuch demand, the decision of the Seller shall be final.

2. The Seller shall have the fullest liberty without reference to the Guarantor andwithout affecting this guarantee to postpone at any time or from time to time theexercise of all or any of its powers and rights under arrangement made with thePurchaser, and the Guarantor shall not be released from this guarantee by anyarrangement between the Seller and the Purchaser or any alteration thereof madewith or without the consent of the Guarantor or by exercise or non-exercise bythe Seller of all or any of its powers and rights against the Purchaser, or any otherforbearance, act of omission on the part of the Seller or indulgence granted by oron behalf of the Seller to the Purchaser, which under the law relating to suretyship would but for this provision have the effect of releasing the Bank asGuarantor from their obligations under this guarantee.

3. The guarantee herein contained shall not be determined or affected by the windingup or insolvency of the Purchaser but shall in all respects and for all purpose bebinding and operative until all monies due to the Seller in respect of all liability orliabilities of the Purchaser are fully paid.

4. It is also agreed that Seller will be entitled at its option to enforce this guaranteeagainst the Guarantor as principal debtor in the instance notwithstanding anyother security or guarantee that the Seller may have in relation to the Purchaser‘sliability.

5. The guarantee shall remain valid for a period of [insert number] months/ yearsfrom the date hereof.

6. It is expressly agreed between the Parties that this guarantee is in respect of pricesof the Contracted Quality of Silica Sand for all orders for purchase of the

45

Contracted Quality of Silica Sand which may be placed by the Purchaser onthe Seller during the subsistence of this Agreement.

7. Notwithstanding anything contained herein, the liability of the Guarantor underthis guarantee is restricted to Rs. /- (Indian Rupees ) and thesame will remain in force up to and including the day of (date thatis [insert number] months/ years from the date hereof).

8. This guarantee can be enforced by the Seller any number of times for their claimsor demand to the total extent of Rs. /- (Indian Rupees

), as long as it remains in force.

9. The guarantee is operative at our (insert name andaddress of the branch) Branch, .

10. The Guarantor has, under its constitution, the power to issue this guarantee infavour of the Seller and Shri who has signed thisGuarantee on behalf of the Guarantor has the authority to do so. This guaranteewill not be discharged due to the change in the constitution of the Guarantor.

11. Capitalized terms used but not defined herein shall have the meaning assigned tothem in the Agreement.

Signature of the BankersWith date & Rubber Stamp.

46

ANNEXURE VI

Format of Transfer Deed

The Transfer Deed (Deed) is made on this [day] day of [month], [year] between:

1. [Name of the Purchaser], a company incorporated in India under the CompaniesAct, [1956/2013] with corporate identity number [CIN], whose registered office isat [address of registered office], India and principal place of business is at[address of principal place of business, if different from registered office](hereinafter referred to as the Transferor, which expression shall unlessrepugnant to the meaning or context thereof, be deemed to include its successorsand permitted assigns) of the other part;

OR

[Name of the individual], an individual residing at [address] and carrying on asole proprietorship business under the name style of [name of the Purchaser] at[address of sole proprietorship] (hereinafter referred to as the Transferor,which expression shall unless repugnant to the meaning or context thereof, bedeemed to include his/ her heirs, executors, administrators, representatives andpermitted assigns) of the other part;

OR

[Name of the Purchaser], a limited liability partnership incorporated under theLimited Liability Partnership Act, 2008, with its registered office at [address ofregistered office] (hereinafter referred to as the Transferor, which expression shallunless repugnant to the meaning or context thereof, be deemed to include itspartners, successors, representatives and permitted assigns) of the other part;

OR

[Name of the Individual], an individual residing at [address], [Name of theIndividual], an individual residing at [address] and [Name of the Individual], anindividual residing at [address] all carrying on a partnership business under thename style of [Name of the Purchaser] registered under [name of Act underwhich the firm is registered] (hereinafter referred to as the Transferor, whichexpression shall, which expression shall unless repugnant to the meaning orcontext thereof, be deemed to include all the partners of the said firm, theirrepresentatives, heirs executors, administrators and permitted assignees) of theother part;

OR

[Name of the Purchaser], a [insert legal nature of the Purchaser (e.g. trust,society etc.)] incorporated under the [insert statute under which the Purchaser is

47

incorporated] with its registered office/ principal place of business/ office at[address of registered office/ principal place of business/office] (hereinafter

referred to as the Transferor, which expression shall unless repugnant to themeaning or context thereof, be deemed to include its successors, representativesand permitted assigns) of the other part; and

2. [Name of the Transferee], a company incorporated in India under the CompaniesAct, [1956/2013] with corporate identity number [CIN], whose registered office isat [address of registered office], India and principal place of business is at[address of principal place of business, if different from registered office](hereinafter referred to as the Transferee, which expression shall unlessrepugnant to the meaning or context thereof, be deemed to include its successorsand permitted assigns) of the other part;

OR

[Name of the individual], an individual residing at [address] and carrying on asole proprietorship business under the name style of [name of the Transferee] at[address of sole proprietorship] (hereinafter referred to as the Transferee,which expression shall unless repugnant to the meaning or context thereof, bedeemed to include his/ her heirs, executors, administrators, representatives andpermitted assigns) of the other part;

OR

[Name of the Transferee], a limited liability partnership incorporated under theLimited Liability Partnership Act, 2008, with its registered office at [address ofregistered office] (hereinafter referred to as the Transferee, which expression shallunless repugnant to the meaning or context thereof, be deemed to include itspartners, successors, representatives and permitted assigns) of the other part;

OR

[Name of the Individual], an individual residing at [address], [Name of theIndividual], an individual residing at [address] and [Name of the Individual], anindividual residing at [address] all carrying on a partnership business under thename style of [Name of the Transferee] registered under [name of Act underwhich the firm is registered] (hereinafter referred to as the Transferee, whichexpression shall, which expression shall unless repugnant to the meaning orcontext thereof, be deemed to include all the partners of the said firm, theirrepresentatives, heirs executors, administrators and permitted assignees) of theother part;

OR

[Name of the Transferee], a [insert legal nature of the Transferee (e.g. trust,society etc.)] incorporated under the [insert statute under which the Transferee is

48

incorporated] with its registered office/ principal place of business/ office at[address of registered office/ principal place of business/office] (hereinafterreferred to as the Transferee, which expression shall unless repugnant to themeaning or context thereof, be deemed to include its successors, representatives

and permitted assigns) of the other part;7 and

3. [Name of the Seller], a company incorporated in India under the Companies Act,[1956/2013] with corporate identity number [CIN], whose registered office is at[address of registered office], India and principal place of business is at [addressof principal place of business, if different from the registered office] (hereinafterreferred to as the Seller, which expression shall unless repugnant to the meaningor context thereof, be deemed to include its successors and permitted assigns)of the one part.

WHEREAS:

A. The Transferor had participated in an electronic auction for grant of the SilicaSand Linkages, pursuant to which the Transferor had qualified as a SuccessfulBidder in accordance with the scheme document dated [insert date] issued bySilica Sand India Limited for auction of Silica Sand linkages in the [insert nameof the sub-sector for which auction has been conducted] sub-sector (SchemeDocument).

B. The Transferor was issued a letter of intent dated [insert date] by the Seller andthereafter executed a Quantity Supply Agreement dated [insert date] with theSeller (Agreement) in terms of which inter alia the Transferor has become entitledto receive the Annual Contracted Quantity.

C. The Transferor has, pursuant to its transfer application letter dated [date] made inaccordance with the provisions of clause 15.2 of the Agreement, requested theSeller for its approval in connection with transfer of the Agreement to theTransferee.

D. The Seller has, pursuant to its letter dated [date] approved the transfer applicationof the Transferor subject to compliance by the Transferee of the terms andconditions contained in this Deed.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. Capitalised terms used but not defined in this Deed shall, unless the contextotherwise requires, have the respective meanings ascribed thereto in theAgreement.

2. The Transferee hereby covenants with the Seller that from and after the transfer andassignment of the Agreement, the Transferee shall be bound by, and be liable toperform, observe and conform with and be subject to all the provisions of all thecovenants, stipulations and conditions contained in the Agreement in the same

49

manner in all respects as if the Transferee was the Successful Bidder under theScheme Document and was the Purchaser under the Agreement, and he/ it hadoriginally executed the Agreement as such.

3. It is further hereby agreed and declared by the Transferor of the one part and theTransferee of the other part that:

(a) the Transferee and the Transferor declare that the Transferee meets and shallcontinue to meet all the Eligibility Conditions which were required to be metby the Transferor under the Scheme Document and the Agreement anddocumentary evidence in support thereof is enclosed as Annexure A;

(b) the Transferee acknowledges that he/ it has received a copy of, and has readand understands the Agreement and Scheme Document, and covenants,agrees and confirms that it shall be bound by all provisions of the SchemeDocument and the Agreement as if it was an original party thereto;

(c) the Transferor hereby declares that he/ it has not assigned or in any othermanner transferred the Agreement and that no other Person or Persons hasany right, title or interest where under in the present Agreement; and

(d) the Transferee hereby declares that he/ it has accepted all the conditions,obligations, responsibilities, duties and liabilities which the Transferor wasbound by and required to comply with under the Agreement.

Capitalized terms used but not defined herein shall have the meanings assigned to suchterms in the Agreement.

In witness whereof the parties hereto have signed on the, date and year first abovewritten.

For and on behalf of the Seller:

Name:Designation:

For and on behalf of the Transferor:

Name:For and on behalf of the Transferee:

Name:

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ANNEXURE ACopy of documents evidencing compliance with Eligibility Conditions by the

Transferee

1.

2.3.4.5.