AMENDMENT AGREEMENT NO.

TO THE

WORK ORDER REF. YDDMMUGC07-SG-2017-088 dated July 3, 2017

By and Between

L&T-STEC JV Mumbai
(as “LTSTECJV”)

And

THREE CIRCLE CONTRACTORS

(as “Sub-Contractor”)

Dated: February [___], 2018

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[To be executed on a stamp paper of appropriate value]

AMENDMENT AGREEMENT NO. 1 TO THE WORK ORDER

THIS AMENDMENT AGREEMENT NO. 1 TO THE WORK ORDER (“Amendment

Agreement”) is executed at Mumbai on this [____] day of [_______________], 2018 (“Effective
Date”):

By and between:

L&T-STEC JV Mumbai, an unincorporated joint venture for UGC-07 Package under Mumbai
Metro Rail Corporation – Line 3, having its administrative office at Marol Gaon, behind
Jalaram Hardware, next to Paleshwar temple, Marol, Pali Ground, Andheri -East, Mumbai –
400 059 (hereinafter referred to as “LTSTECJV”, which expression shall be deemed to mean
and include its successors and assigns);

And

THREE CIRCLES CONTRACTORS, a firm incorporated under the laws of India, having its
head office at Plot No-35, Kantanivas, Near D Joshi Road Vile-Parle, Opp. Shaan Talkies, M
Gandhi Road, Mumbai – 400 056 (hereinafter referred to as the “Sub-Contractor”, which
expression shall be deemed to mean and include its successors and permitted assigns).

As the context may require, LTSTECJV and the Sub-Contractor shall hereinafter be referred
to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

A. LTSTECJV has been engaged by Mumbai Metro Rail Corporation Limited

(“Employer”) as a project contractor for the implementation of entire works for the
UGC-07 package of Mumbai Metro – Line 3 (“Project”).

B. In order to perform its obligations in respect of the implementation of the Project in

a more effective manner, LTSTECJV has entered into several sub-contracts including
a sub-contract being work order bearing reference number YDDMMUGC07-SG-2017
dated July 3, 2017 with the Sub-Contractor (“Work Order”).

C. As per the terms of the Work Order, the Sub-Contractor had agreed to undertake
certain works and perform its obligations, in accordance with the terms and
conditions contained in the Work Order.

D. The Sub-Contractor defaulted in the performance of its obligations in accordance

with the terms of the Work Order, due to which a Termination Notice No.
YDDMMUGC07-SG-2017-088/CL/003 dated January 10, 2018 (“Termination
Notice”) was issued by LTSTECJV to the Sub-Contractor.

E. The issuance of the Termination Notice was disputed by the Sub-Contractor vide its
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letters dated January 12, 2018 and January [__], 2018 and accordingly, certain
disputes arose between the Parties.

F. In order to amicably resolve the disputes, the Parties entered into amicable
discussions, pursuant whereto, it was agreed that:

(i) LTSTECJV shall withdraw the Termination Notice on the continuing

representation and warranty of the Sub-Contractor that it shall perform its
obligations in accordance with the terms of the Work Order including the
amendments hereof, in a timely manner;

(ii) All the disputes that may have been existing or arisen till date, between the
Parties shall have been amicably settled and resolved herein; and

(iii) The Work Order shall be amended and modified to give effect to the
understanding arrived between the Parties in respect of the aforesaid and
various related aspects of the Work Order.

G. Accordingly, in view of the aforesaid, the Parties are entering into this Amendment
Agreement to record the amended and modified terms and conditions of the Work
Order.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN SET

FORTH, THE PARTIES AGREE TO AMEND THE WORK ORDER AS FOLLOWS:

1. INTERPRETATION

1.1 Unless otherwise defined, amended, modified or replaced herein, all the capitalized
terms in this Amendment Agreement, will have the same meaning as assigned to them
in the Work Order.

1.2 The term “unit rate” shall stand deleted in its entirety in the Work Order for all effect
and intent and shall stand substituted in its place and stead with “Contract Price”.

1.3 The amended and modified terms will accordingly amend the corresponding terms in
the Work Order for all purpose and intent and it will be applied and read in
accordance with the modifications specified herein from the date hereof. Accordingly,
any reference to the term “this WO” or “the Work Order” in the Work Order shall mean
to include the Work Order as amended and modified by this Amendment Agreement.

1.4 Unless specifically agreed otherwise, references to any particular Clause and
headings shall be references to the respective Clause and headings of the Work Order.

1.5 The Recitals shall form an integral part of this Amendment Agreement.

2. WITHDRAWAL OF TERMINATION NOTICE AND SETTLEMENT OF DISPUTES

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2.1. Withdrawal of Termination Notice

2.1.1. In consideration of the continuing representations and warranties provided by the

Sub-Contractor to LTSTECJV in respect of the performance of its obligations under
and pursuant to the Work Order in a timely manner, LTSTECJV hereby agrees to
withdraw the Termination Notice with effect from the Effective Date.

2.1.2. Simultaneous with such withdrawal of the Termination Notice, all rights, interests,
claims, actions, etc. as may have accrued or shall accrue in favour of any Party against
the other Party, is hereby agreed to have been waived and accordingly shall cease to
exist with effect from the Effective Date.

2.2. Amicable Settlement of Disputes

2.2.1. The Parties hereby agree and declare that all past, existing or future performances,
actions, disputes, differences, claims, demands, liabilities, outstanding, set-offs, etc. of
any nature and in any form by any Party against the other Party, arising out of the
Work Order, Termination Notice or otherwise, are hereby mutually and amicably,
fully and finally settled, without any cost or claim by any Party against the other Party.

2.2.2. In consideration of the full and final settlement of all forms of performances, actions,
disputes, differences, claims, demands, liabilities, outstanding, set-offs, etc.
(“Released Claims”) amongst the Parties, each Party will release and forever
discharge all other relevant Parties of, all and/or any actions, claims, rights, demands
and set-offs, whether or not presently known to it, and whether in law or equity, that
it, its related parties or any of them ever had, may have or hereafter can, shall or may
have against the other Parties or any of their related parties arising out of or
connected with the Work Order and/ or the Termination Notice.

2.2.3. Without prejudice to the above, no Party will have any right or claim of whatsoever
nature (including any actions, suits, causes of action, claims, cross claims, demands or
proceedings of any kind whatsoever, whether or not known) against the other Party
or any of its related party, which it may now have or may have had or may hereafter
have arising out of or connected with any matter relating to any of the Work Order,
the Termination Notice and/ or any other facts, matter or circumstance occurring or
failing to occur in relation thereto.

2.2.4. Each Party agrees, on behalf of itself and on behalf of its related parties not to sue,
commence, voluntarily aid in any way, prosecute or cause to be commenced or
prosecuted against the other Party(ies) or their related parties, any action, suit or
other proceeding concerning any aspect or arising out of the Work Order and/ or the
Termination Notice.

3. AMENDMENTS TO WORK ORDER

3.1. Amendment to Clause 1 (Definitions)

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3.1.1. Clause 1.5 (Definitions) of the Work Order is hereby deleted in its entirety to full effect
and intent, and substituted in its place and stead with the following:

“1.5 “Work Site” means the work location where tunnelling works are done (Middle
Shaft and Ramp Area).”

3.1.2. The following new definitions are hereby inserted in Clause 1 (Definitions) of the
Work Order after the existing Clause 1.7 and are defined to mean respectively as
below:

“1.8 “Applicable Laws” means all laws, treaties, ordinances, rules, regulations
applicable in the State of Maharashtra and generally in India and amendments,
re-enactments, revisions, applications, and adaptations thereto made from time
to time and in force and effect, judgements, decrees, injunctions, writs and orders
of any court, arbitrator or governmental agency or authority, rules, regulations,
orders and interpretations of any competent Government instrumentality, court
or statutory or other body having jurisdiction over the Work Site, performance
of the Scope of Work, including Applicable Permits, as may be in effect at the time
of performance of Scope of Work herein by the Sub-Contractor.

1.9 “Applicable Permit” means any and all permits, clearances, authorizations,
consents, licenses, lease, ruling, exemption, in-transit permits, road permits,
filing, agreements, or approvals, required to be obtained or maintained in
connection with implementation of the Scope of Work, by the Sub-Contractor in
accordance with the Work Order and their maintenance, as may be in effect at
the time of Sub-Contractor’s performance of the Scope of Work herein.

1.10 “Change in Law” means, (a) any enactment or issuance of any new Applicable
Law; or (b) any amendment, alteration, modification or repeal of any existing
Applicable Law; or (c) any change in the application or interpretation of any
Applicable Law by any competent Government instrumentality which is contrary
to the existing accepted application or interpretation thereof; (d) revocation or
cancellation of any Applicable Permit unless due to a cause attributable to the
Sub-Contractor, and in each case after coming into effect after the Effective Date.
Provided that, the statutory variations in taxes and duties shall not constitute as
Change in Law.

1.11 “Contract Price” means to have the same meaning as ascribed to it in Clause 7
below.

1.12 “Intellectual Property” means the copyrights conferred under any statute,
common law or equity, patents in relation to inventions, registered and
unregistered trademarks and service marks registered and unregistered designs,
circuit layouts, confidential information, proprietary information and all other
rights resulting from intellectual activity in the industrial, scientific, literary or
artistic fields.

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1.14 “Liquidated Damages” means the appropriate measures of the damages for
such delays or such shortfalls in performance by the Sub-Contractor and are
neither penalty nor consequential damages sustained by LTSTECJV as a result of
such delays and/ or shortfalls, as set forth in the Work Order.

1.15 “Performance Security” means shall have the meaning as given under Clause
3.15 of the Work Order.”

3.2. Amendment to Clause 3 (Scope of Work)

3.2.1. The existing Clause 3.1, Clause 3.4, Clause 3.7 and Clause 3.12 under Clause 3 (Scope
of Work) of the Work Order are hereby deleted in their entirety to full effect and
intent, and substituted in their place and stead with the following:

“3.1 The Sub-Contractor shall carry out environmentally appropriate transportation

services for all excavated/extracted material of the MMRL3 UGC07 project,
particularly the Tunnel Boring Work at Middle Shaft and Ramp Area to the
Disposal Land/ Work Site in accordance with the requirements of the Employer.”

"3.4 Provide adequate supervision to its personnel and vehicle to ensure proper
performance of the Haulage in accordance with the LTSTECJV’s instructions and
terms of this Work Order. Sub-Contractor shall provide 40 dumpers with
registration umber, driver license, RC book copies and any other relevant
information, dedicated exclusively for the purposes of this Work Order. The Sub-
Contractor shall provide the dumper mobilization schedule to LTSTECJV one
week before commencement of any Scope of Work after the Effective Date. The
Sub-Contractor shall ensure the availability of adequate dumper (24 hours X 7
days) and ensure all muck pit empty at all times.

All the equipment brought to the Work Site shall be checked for fitness for use by
LTSTECJV’s Safety, Plant and Machinery Person In-Charge. Requisite third-party
tests and or inspections, fitness reports shall have to be produced and made
available with the machinery by the Sub-Contractor. The Sub-Contractor has to
submit the licenses for all drivers and operators as per the statutory guidelines,
insurance cover for Workmen and medical fitness Certificates for all your
workmen.

During rainy season the following things to be taken care at the Sub-Contractor’s
cost:

(i) Positioning or parking of all Equipment and tools should be checked for
their stability.

(ii) Mud slurry should not be allowed to flow over roads and or public drain.
In case, due to unavoidable circumstances, such flow occurs, the same
shall be cleared on priority at the Sub-Contractor’s cost, failing which it
shall be cleared by LTSTECJV and debited to the Subcontractor with 20%
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over head charges.”

“3.7 Maintain all transit insurances including insurance for its Plant and Machinery
and manpower as required for the execution of this Work Order. The Sub-
Contractor at his own expenses take up insurance to cover all his obligations and
agree to waive his right of subrogation against the LTSTECJV. The Sub-
Contractor is aware of the UGC-07 Package contract for Mumbai Metro Line 3
executed between the Employer and LTSTECJV, and its provision of which this
Scope of Works form part of it. Sub-Contractor agrees to observe, perform and
comply with all the provision therein on his part so far as it is not repugnant to
or inconsistent to it.

Comprehensive insurance coverage with third party liability for all Plant and
Machinery, Materials, policy for manpower and any other equipment’s deployed
at Work Site for the purpose of the stated work shall be obtained. The policy
documents shall be submitted to LTSTECJV prior to commencement of any Scope
of Work after the Effective Date. Insurance shall be in the scope of Sub-
Contractor.”

“3.12 The Scope of Work shall be performed in accordance to LTSTECJV’s construction

programme and time schedules given and as directed by LTSTECJV. Time is the
essence and any delay may cause damages or losses to the LTSTECJV. The Sub-
Contractor shall proceed with the work with all due diligence and care and at all
time execute the work in the best workmanlike manner and complete same to
the entire satisfaction of the Employer and/ or LTSTECJV. In the event of the Sub-
Contractor failing to observe such conditions as herein described, without
prejudice to rights in the Sub-Contract, LTSTECJV reserves the right to employ
other means to execute or expedite the work with or without notice to the
Subcontractor and any additional costs incurred by LTSTECJV thereby shall be
claimable by LTSTECJV from the Sub-Contractor and LTSTECJV shall be entitled
to set-off this amount from any payment.”

3.2.2. The following new provisions are hereby inserted in Clause 3 (Scope of Work) of the
Work Order after the existing Clause 3.12 and are defined to mean respectively as
below:

“3.13 Continuity of work is not a condition of this Sub-contract.

3.14 Liaison, co-ordination, co-operation and interfacing with other related parties
for the execution and completion of the works as necessary to maintain the
LTSTECJV’s programme.

3.15 The Sub-Contractor shall furnish a performance bond for 5% (five percent) of
the revised Contract Price (excluding Goods and Services Tax) (“Performance
Security”). The Performance Security shall be submitted from a nationalized
bank in India in the form and format provided by LTSTECJV, within 14 (fourteen)
days from Effective Date.”
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3.3. Amendment to Clause 5 (LTSTECJV’s Obligations)

The existing Clause 5.1(b) under Clause 5 (LTSTECJV’s Obligations) of the Work Order
is hereby deleted in its entirety to full effect and intent, and substituted in its place
and stead with the following:

“5.1 (b) Intentionally deleted.”

3.4. Amendment to Clause 7 (Prices)

3.4.1. The existing Clause 7.2 under Clause 7 (Prices) of the Work Order is hereby deleted in
its entirety to full effect and intent, and substituted in its place and stead with the
following:

“7.2 Payment certification shall be based on theoretical measurement (actual tunnel

volume) with an additional of 20% bulk factor. This is a firm Contract Price and
shall not be subjected to any variation in the form of any increase or decrease for
any reason including due to changes in price of materials or labour or for
whatsoever reason or Change in Law.”

3.4.2. The following new provision is hereby inserted in Clause 7 (Prices) of the Work Order
after the existing Clause 7.2 and are defined to mean respectively as below:

“7.3 Any event or occurrence at any time during the term of the Work Order that
constitutes Change in Law, shall not be a ground for any alteration or
amendment to any term hereof or of any rights and obligations flowing from the
Work Order. If any such event or occurrence of Change in Law occurs, then, the
Sub-Contractor shall notify LTSTECJV within 7 (seven) days of such occurrence,
and the Parties shall discuss and agree on the mechanism to provide for the
same.”

3.5. Amendment to Clause 8 (Taxes and Duties)

The existing Clause 8.1 under Clause 8 (Taxes and Duties) of the Work Order is hereby
deleted in its entirety to full effect and intent, and substituted in its place and stead
with the following:

“8.1 The total Contract Price mentioned in the Work Order is exclusive of Goods and
Services Tax (“GST”). GST will be paid based on actual payment certified amount.
Tax Deducted at Source (“TDS”) (as applicable) at prevailing rate shall be
deducted from Sub-Contractor running bill as per the statutory requirements.
LTSTECJV shall issue necessary TDS certificate of such deductions.”

3.6. Amendment to Clause 9 (Invoicing and Payments)

The existing Clause 9.1 and Clause 9.2 under Clause 9 (Invoicing and Payments) of the
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Work Order is hereby deleted in its entirety to full effect and intent, and substituted
in their place and stead with the following:

“9.1 The Sub-Contractor shall submit monthly progress claims in hardcopy on 25th of
each month or such other time as mutually agreed between the Parties in writing
for work done up to end of previous month together with complete supporting
documents. LTSTECJV shall issue the interim payment valuation within 15 days
of the receipt of all supporting documents as are required by LTSTECJV from the
Sub-Contractor and make payment with GST within 30 days from date of interim
payment valuation.

9.2 Non-fluctuation cost on diesel price for this Work Order.”

3.7. Amendment to Clause 13 (Termination of the Contract)

The entire existing Clause 13 (Termination of the Contract) of the Work Order is
hereby deleted in its entirety to full effect and intent, and substituted in its place and
stead with the following:

“13.1 Suspension of Work Order

13.1.1 LTSTECJV shall have the right to order discontinuance/ suspension of the Scope
of Work, in whole or in part, for such time as may be necessary in the opinion of
LTSTECJV. In such an event, LTSTECJV will grant such extension of time for
completion of the Work Order, which in its opinion, is proper and/ or other relief
in accordance with the Work Order in consequence of such delay.

13.1.2 If any time after commencement of the performance of the Scope of Work,
LTSTECJV shall for any reason whatsoever, not require a part of the Scope of
Work to be carried out, LTSTECJV shall give notice in writing of the fact to the
Sub-Contractor who shall have no claim to any payment of compensation
whatsoever on account of any profit or advantage which it might have derived
from the performance of the Scope of Work in full but which it did not derive in
consequence of the full amount of the Scope of Work not having been carried out
nor shall it have any claim for compensation by reason of any change having
been made in the original specifications, drawings, designs and instructions
which shall involve any curtailment of the Scope of Work as originally
contemplated.

13.1.3 During the period of suspension, the Sub-Contractor shall not remove from the
Work Site, any Sub-Contractor’s equipment or material, without the prior
written consent of LTSTECJV.

13.1.4 After receipt of permission or of instruction to proceed, the Sub-Contractor shall,

after notice to LTSTECJV, and together with LTSTECJV, examine the Scope of
Work affected by the suspension. The Scope of Work after resumption shall be
started by the Sub-Contractor within 7 days of receipt of permission or
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instruction to proceed.

13.2 Termination for Convenience

13.2.1 LTSTECJV may, at any time, terminate the Work Order by giving the Sub-
Contractor a 30 (thirty) days’ notice of termination.

13.2.2 Upon receipt of the notice of termination under Clause 13.2.1, the Sub-
Contractor shall either immediately, or upon the date specified in the notice of
termination:

(a) cease performance of all further Scope of Work, except for such Scope of
Work as LTSTECJV may specify in the notice of termination;

(b) repatriate the Sub-Contractor’s personnel from the Work Site and remove
from the Work Site, the Sub-Contractor’s equipment and excess materials
and any wreckage, rubbish and debris of any kind and leave the entire
Work Site in a clean and safe condition; and

(c) deliver to LTSTECJV, the documents, which includes concept notes,

reports, and other documents (“Documents”) prepared by it and all
rights to use Intellectual Property in relation thereto.

13.2.3 In the event of termination of the WO under Clause 13.2.1, the Contractor shall
pay to the Sub-Contractor, the payments attributable to such Scope of Work
performed by the Sub-Contractor, as of the date of termination, provided that,
the total amounts to be paid to the Sub-Contractor pursuant to this Clause 13.2.3,
shall not, in any event, exceed the Contract Price, as reduced by payments already
made to the Subcontractor by the Contractor or payments otherwise due and
payable by LTSTECJV. Provided further that any payments to be made by
LTSTECJV in terms of Clause 13.2.3 shall only be paid, upon the Sub-Contractor
submitting documentary evidence to the satisfaction of the Contractor,
reflecting that such payments are due and payable by the Sub-Contractor.

13.3 Termination for Sub-Contractor’s Default by LTSTECJV

13.3.1 LTSTECJV may, without prejudice to any other rights or remedies it may possess,
forthwith terminate the Work Order in the following circumstances by giving a
notice of termination, if the Sub-Contractor:

(a) becomes bankrupt or insolvent, has a receiving order issued against it,
compounds with its creditors, or, if a resolution is passed or order is made
for its winding up (other than a voluntary liquidation for the purposes of
amalgamation or reconstruction), a receiver is appointed over any part
of its undertaking or assets, or if the Sub-Contractor takes or suffers any
other analogous action in consequence of debt;

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(b) has insolvency, receivership, reorganization, bankruptcy, or proceedings

of a similar nature brought against it and the proceedings are not
dismissed or effectively stayed within 30 (thirty) days of such
commencement;

(c) assigns or transfers the Work Order or any of its right or interest herein,
in violation of the terms of the Work Order;

(d) has engaged in corrupt or fraudulent practices in competing for or in

executing the Work Order.

13.3.2 If the Sub-Contractor:

(a) has abandoned or repudiated the Work Order;

(b) has, without valid reason, failed to commence Scope of Work promptly or
has suspended (other than pursuant to the terms herein) the performance
of the Scope of Work for more than 7 days after receiving an instruction
from LTSTECJV to proceed;

(c) persistently fails to perform the Work Order in accordance with the
provisions of the Work Order or persistently neglects to carry out its
obligations under the Work Order, without just cause;

(d) refuses or is unable to provide sufficient materials or labour required to

perform the Scope of Work in the manner specified in the Work Order and
fails to give reasonable assurance to LTSTECJV that it can complete the
performance of the Scope of Work within the timelines provided by
LTSTECJV;

(e) has incurred or is liable for Liquidated Damages in excess of the amount
set out in this Work Order;

(f) fails to provide the LTSTECJV, the Performance Security in terms of the
Work Order or if, at any time prior to its expiry, the Performance Security
ceases to be legal, valid or binding (unless such Performance Security is
duly replaced in accordance with the terms of the Work Order or is
otherwise fully discharged in accordance with its terms);

(g) has failed to remedy any defect or damage leading to a deprivation of

LTSTECJV to the whole or substantial of the benefit of the Scope of Work;

(h) has failed to pay any amount due and payable under the Work Order to
LTSTECJV in accordance with the terms of the Work Order; or

(i) fails or unable to perform the work in accordance with the construction
programme or continuously fails to do so for a period of 24 hours,
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then, LTSTECJV may, without prejudice to any other rights it may possess under
the Work Order, terminate this Work Order by serving a notice to such effect,
without thereby releasing the Sub-Contractor from any of its obligations or
liabilities which have accrued as at the date of termination of the Work Order
and without affecting any other rights and powers conferred by the Work Order
on LTSTECJV.

13.3.3 Upon receipt of the notice of termination under Clause 13.3.1 or Clause 13.3.2,
the Sub-Contractor shall, either immediately or upon such date as is specified in
the notice of termination:

(a) cease performance of all further Scope of Work, except for such Scope of
Work as LTSTECJV may specify in the notice of termination; and

(b) deliver to LTSTECJV, the Documents prepared by the Sub-Contractor and

all rights to use Intellectual Property in relation thereto.

13.3.4 The Contractor may subsequent the termination pursuant to this Clause 13.3 or
occurrence of any event under Clause 13.3.1 and/ or Clause 13.32, expel the Sub-
Contractor and/or complete all obligations of the Sub-Contractor under the
Work Order, or employ a third party in this regard. If, the cost of procuring such
completion of the Scope of Work from a third party and any incidental expenses
incurred by LTSTECJV in relation to such procurement is in excess of the price of
the obligations of the Sub-Contractor to be performed under the Work Order
then, such differential shall be payable by the Sub-Contractor to LTSTECJV.

13.3.5 LTSTECJV may take over and use the Sub-Contractor’s equipment and materials
in conducting any such Scope of Work, for such reasonable period as LTSTECJV
considers expedient for the completion of the outstanding Scope of Work. The
Sub-Contractor shall be entitled to receive the payments attributable to such
portion of the Scope of Work performed, as at the date of termination. Any sums
due to LTSTECJV from the Sub-Contractor, accruing prior to the date of
termination, shall be deducted from the amount to be paid in terms of this Clause
13.3.5.

13.4 Termination for LTSTECJV’s Default by the Sub-Contractor

13.4.1 If LTSTECJV:

(a) becomes bankrupt or insolvent, has a receiving order issued against it,
compounds with its creditors, or, if a resolution is passed or order is made
for its winding up (other than a voluntary liquidation for the purposes of
amalgamation or reconstruction), a receiver is appointed over any part
of its undertaking or assets, or if LTSTECJV takes or suffers any other
analogous action in consequence of debt; or

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(b) has insolvency, receivership, reorganisation, bankruptcy, or proceedings

of a similar nature brought against it and the proceedings are not
dismissed or effectively stayed within 30 (thirty) days of such
commencement,

then, the Sub-Contractor may, without prejudice to any other rights it may
possess under the Work Order, provide a notice to LTSTECJV in this regard,
requiring LTSTECJV to remedy the same. If LTSTECJV fails to remedy or to take
steps to remedy the same within 30 days of receipt of such notice, then, the Sub-
Contractor may terminate the Work Order forthwith by giving a notice of
termination to the LTSTECJV.

13.4.2 If the Work Order is terminated under Clause 13.4.1, then, the Sub-Contractor
shall immediately:

(a) cease performance of all further Scope of Work, except for such Scope of
Work as may be required by LTSTECJV;

(b) repatriate the Sub-Contractor’s personnel from the Work Site and remove
from the Work Site, the Sub-Contractor’s equipment and excess materials
and any wreckage, rubbish and debris of any kind and leave the entire
Work Site in a clean and safe condition.

13.4.3 Upon any such termination, the Sub-Contractor shall:

(a) deliver to LTSTECJV the parts of the Scope of Work performed by the Sub-
Contractor up to the date of termination;

(b) deliver to LTSTECJV, the Documents prepared by it and all rights to use
Intellectual Property in relation thereto.

13.4.4 The Sub-Contractor shall be entitled to receive the payments attributable to that
portion of the Scope of Work performed as of the date of termination. Any sums
due to LTSTECJV from the Sub-Contractor accruing prior to the date of
termination shall be deducted from the amount to be paid in terms of this Clause
13.4.4.

3.8. Amendment to Clause 14 (Other Conditions)

3.8.1. The existing Clause 14.2 under Clause 14 (Other Conditions) of the Work Order is
hereby deleted in its entirety to full effect and intent, and substituted in its place and
stead with the following:

“14.2 Intentionally deleted.”

3.8.2. The following new provisions are hereby inserted in Clause 14 (Other Conditions) of
the Work Order after the existing Clause 14.2 and are defined to mean respectively as
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below:

“14.3 Indemnification

14.3.1 The Sub-Contractor shall fully indemnify, save harmless and defend LTSTECJV,
LTSTECJV’s personnel, and the directors, agents and employees of LTSTECJV
(collectively, the “Indemnified Parties”) from and against any and all claims,
including reasonable legal costs, (collectively the “Damages”), including by way
of claims from third parties in respect of death or bodily injury or in respect to
loss or damage to any property which arises out of or in consequence of the
performance of the Scope of Work any obligation under the Work Order, whilst
the Sub-Contractor has responsibility for the care of the Scope of Work to the
extent resulting from Sub-Contractor’s or any of its agents or employees
intentional act, negligence, or strict liability or omission in the performance of
the Scope of Work herein, provided that the foregoing obligation shall not apply
to the extent the Indemnified Parties are contributory negligent or strictly liable
or to the extent such damages are caused by the intentional acts or omissions of
the Contractor’s Indemnified Parties.

14.3.2 The Sub-Contractor shall fully indemnify, save harmless Indemnified Parties
from and against any claim, demand, liability, action, proceedings, cost or
expense in favour of any third party with respect to:

(a) failure of the Sub-Contractor, to comply with the Applicable Laws,

Applicable Permits and good industry practices;

(b) failure of the Sub-Contractor to make payments of taxes relating to Sub-

Contractor, or other taxes required to be paid by the Sub-Contractor
pursuant to the Work Order irrespective of whether they are reimbursable
or to be compensated under the terms of the Work Order;

(c) any hazardous materials, that the Sub-Contractor has at any time brought
on and caused the release thereof on or from the Work Site or for which any
of them is responsible by Applicable Law or in the Work Order;

(d) material breach by the Sub-Contractor of any provision of the Work Order.

14.4 Liquidated Damages

14.4.1 Liquidated Damages for Delay

The Liquidated Damages for delay in the achievement of milestones as per the
Work Order, shall be leviable at the rate of 0.2% of the Contract Price, for each
day of delay.

14.4.2 Payment of Liquidated Damages

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(a) The Sub-Contractor shall be required to pay the Liquidated Damages as

per the terms of the Work Order. LTSTECJV shall have the right to invoke
and appropriate the Performance Security, in whole or in part, without
notice to the Sub-Contractor, in the event of breach of the Work Order or
for recovery of Liquidated Damages specified in this Clause 14.4.1.

(b) The payment of Liquidated Damages by the Sub-Contractor in terms of

this Clause 14.4, does not in any way relieve the Sub-Contractor from any
of its duties, obligations and responsibilities under the Work Order and
shall be without prejudice to any other rights available to LTSTECJV
under the Work Order.

14.4.3 Genuine Pre-estimate

The sums for Liquidated Damages for delay, represent a genuine pre-estimate of
the damages likely to be suffered by LTSTECJV. The Parties acknowledge that the
losses that will actually be sustained by LTSTECJV are uncertain and impossible
to determine with precision. The amounts due under this Clause 14.4.1, as
Liquidated Damages, shall be payable by the Sub-Contractor, without any
requirement of proof of the actual loss or damage caused by such delay and/or
breach. The sums set out in this Clause 14.4.1 seek to limit the potential liability
of the Subcontractor and constitute Liquidated Damages and not a penalty.

14.4.4 Rights at Law

If this Clause 14.4 (or any part hereof) is found for any reason to be void, invalid
or otherwise in-operative so as to disentitle LTSTECJV from claiming Liquidated
Damages, LTSTECJV is entitled to claim, damages in accordance with Applicable
Laws for the Sub-Contractor’s delays.

14.4.5 Limitation

The aggregate liability of the Sub-Contractor to LTSTECJV, whether in contract,

tort, or otherwise, shall not exceed the Contract Price, provided that, this
limitation shall not apply to any obligation of the Sub-Contractor to indemnify
LTSTECJV with respect to infringement of Intellectual Property rights or the
anti-bribery policy or for any losses caused due to the fraud, negligence, illegal
or unlawful acts or misconduct of the Sub-Contractor or any of the
Subcontractor’s Personnel.”

3.9. Amendment to Bill of Quantities

Schedule (Bill of Quantities) forming part of the Work Order is hereby deleted in its
entirety and stands substituted in its place and stead for all effect and intent, to read
as below:

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Item Description Unit Quantity Unit Price Amount

(INR) (INR)
Note:
Supply labour, supervision, consumable materials, tools, equipment, plants to carry out and complete the
following works, all in accordance with the Drawings, Specification and subject to LTSTECJV approval.
All quantities shown below are provisional and subject to re-measurement upon completion of the whole Sub-
Contract Works.

1. Charges for providing dumpers for transportation and

disposal of excavated/extracted Material or soil or rock
or muck from following work sites to the approved
dumping Locations as per instruction LTSTECJV

(a) SEEPZ Station: m3 Work Omitted

[Average Lead to Dumping Yard: 25 Km]

(b) Tunnel Muck Disposal from Middle Shaft: m3

[Average Lead to Dumping Yard: 29 Km.]

(i) Theoretical Measurement 200,000 304.50 60,900,000

(ii) 20% Bulk Factor on Item 1.b.i 40,000 304.50 12,180,000

(c) Casting Yard: m3 Work Omitted

[Average Lead to Dumping Yard: 22.50 Km]

(d) Tunnel Muck Disposal from Middle Shaft: m3

[Average Lead to Dumping Yard: 29 Km.]

(i) Theoretical Measurement 39,000 252 9,828,000

(ii) 20% Bulk Factor on Item 1.d.i 7,800 252 1,965,600

Total 84,873,600

4. EFFECTIVENESS

4.1. Effective Date

This Amendment Agreement shall be valid, effective and binding upon the Parties
with effect from on the date first written herein above, i.e., the Effective Date.

4.2. Binding Effect

Except as amended by this Amendment Agreement, all other provisions of the Work
Order shall continue to be valid and binding and be in full force and effect upon the
Parties, and with respect to the amended provisions, the same shall be binding upon
the Parties with effect from the Effective Date.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Parties that:

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(a) it has the full power and authority to execute, deliver and perform its
obligations under this Amendment Agreement;

(b) this Amendment Agreement constitutes valid, legally binding and enforceable
obligations of such Party;

(c) all actions on the part of officers or directors of a Party that are necessary for
the authorisation, signing and delivery of this Amendment Agreement by and
for the performance of all of its obligations hereunder have been taken;

(d) any and all consents or approvals, including shareholders’ approvals, or

governmental approvals as may be necessary in connection with:

(i) the execution and delivery of this Amendment Agreement; and

(ii) the performance of its obligations hereunder;

have been or will be obtained; and

(e) the entry into, delivery and performance by the Parties of, and the transactions
contemplated by, this Amendment Agreement does not and will not conflict
with:

(i) any applicable law;

(ii) their respective constitutional documents; or

(iii) any contract or document which is binding upon them.

6. VALIDITY OF OTHER PROVISIONS

6.1. Save and except as hereby expressly provided, nothing herein contained will limit or
deem to limit or prejudicially affect the rights and benefits of the Parties under the
Work Order.

6.2. This Amendment Agreement is an integral part of the Work Order and any default
under this Amendment Agreement will constitute an event of default under the Work
Order.

6.3. The Parties hereby agree to execute and deliver all necessary documents, forms,
powers of attorney etc. and perform such other actions that may be contemplated or
required, for effectuating the terms of this Amendment Agreement.

6.4. In the event of any inconsistency in the provisions of this Amendment Agreement on
the one hand and the provisions of the Work Order on the other hand, the provisions
of this Amendment Agreement shall prevail to that extent.
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6.5. The Parties agree and declare that save and except as modified by this Amendment
Agreement, all the provisions, covenants, conditions and stipulations contained in the
Work Order, shall remain in full force and effect and binding on the Parties and this
Amendment Agreement shall be read and construed as being in addition and
supplemental thereto and not in derogation thereof in any manner.

7. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

7.1. This Amendment Agreement will be interpreted, construed and governed by the
applicable laws of India.

7.2. Any dispute, differences or disagreement between the Parties, arising out of or in
connection with this Amendment Agreement in relation to the Work Order, be sought
to be settled in accordance with Clause 12 of the Work Order.

7.3. The Parties will co-operate in good faith to expedite, to the maximum extent, the
conduct of any arbitral proceedings commenced pursuant to this Amendment
Agreement.

8. COUNTERPARTS

This Amendment Agreement will be executed in 2 (two) counterparts, both of which

shall be considered as the original.

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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment Agreement to be
duly executed and acknowledged by their respective officers or representatives hereunto
duly authorized, as of the date first above written.

SIGNED by )
[_______________________________________] )
for and on behalf of )
L&T-STEC JV, Mumbai )
in the presence of )
[_______________________________________] )

SIGNED by )
[_______________________________________] )
for and on behalf of )
Three Circle Contractors ] )
in the presence of )
[_______________________________________] )

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