Annexure-6

(TO BE TYPED ON THE LETTER HEAD OF THE CONTRACTOR)

Lead Bank / Lenders Agent
----------------------------------------Dear Sirs,
Sub:

Gangavaram Port Expansion - 2011 EPC Package 4 - Assignment of rights

and interests in favor of the Lenders to the expansion works.

1.

Gangavaram Port Limited (Employer) has placed on us the order for

purchase/supply of for EPC Package 4 for expansion of its Port at Visakhapatnam,
Andhra Pradesh, India (hereinafter referred to as the Project) on the terms and
conditions set forth in contract executed by and between ourselves and the Employer
dated -------- (EPC Contract)

2.

We understand that at the request of the Employer the lending banks and financial
institutions whose names are set out in the Annexure hereto (collectively, the
Lenders) have agreed to make available to the Employer rupee term loans (Loans)
to the maximum extent set out in the Annexure against their respective names
aggregating Rs._______ Crore (Rupees ________________________ Crore only) for
part financing the cost of the Project on the terms and subject to the conditions
contained in the Loan Agreement dated _____________ read with the Common
Agreement dated ___________ (Facility Agreements) and that the Lenders have
appointed --------------- as their agent (Lenders Agent).

3.

We also understand that it is one among the requirements of the Lenders under the
Facility Agreements that the rights, benefits and interests of the Employer under all
the contracts entered / to be entered into by the Employer in connection with
construction, operation and maintenance of the Project including the Contract shall be
assigned in favour of / for the benefit of the Lenders.

4.

In the above premises, we, M/S __________________________

(a)

consent to the assignment by the Employer to the Lenders of all the

Employers right, title, benefit and interest in the Contract as a first priority
collateral security for the Mortgage Debt;

(b)

recognise the Lenders and/or the Lenders Agent acting on behalf of the
Lenders as the true and lawful attorney-in-fact of the Employer to do perform
and exercise all things, acts and rights on behalf and for the account of the
Employer and agree to and shall with effect as of the date of receipt of such
instructions, direct to the Lenders Agent, in lieu of the Employer, if so
instructed, all of the communications in connection with the Contract and we
shall treat any instruction coming from the Lenders Agent / Lenders as coming
directly from the Employer;

5.

(c)

agree that if the Lenders, acting on their own or through the Lenders Agent
shall notify us that they/it have/has elected to exercise the rights to have the
Lenders' nominee substituted for the Employer under the Contract then such
nominee shall be substituted for the Employer under the Contract and agree
that in such event we will continue to perform our obligations under the
Contract;

(d)

agree that if the Lenders, acting on their own or through the Lenders Agent
shall sell, assign, transfer or otherwise dispose of the collateral security, the
purchaser of such collateral security shall be substituted for the Employer
under the Contract, and agree that in such event we will continue to perform
our obligations under the Contract; and

(e)

agree that no further consent or other acknowledgment to the transactions

described in sub-sections (a) through (d) above shall be required from us.

We acknowledge that the Lenders decision to extend the Loans to the Employer is in
reliance upon the execution and delivery of this letter.

Thanking You,
For and on behalf of _____________