BULK POWER TRANSMISSION AGREEMENT BETWEEN . AND POWERGRID CORPORATION OF INDIA LTD.

This Bulk Power Transmission Agreement entered into on the .day of..Two thousand four between POWERGRID CORPORATION OF INDIA LIMITED, incorporated under the Companies Act, 1956 and wholly owned by Government of India, having its registered office at B-9, Qutab Institutional Area, Katwaria Sarai, New Delhi-110 016 (hereinafter called POWERGRID which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) as party of the first part; and _________ a Long term transmission customer incorporated under the companies Act, 1956 having its office at ____________________(hereinafter called Long term transmission Customer which expression shall unless repugnant to the context or meaning thereof include its successors, and assigns) as party of the second part. And Whereas the Long term transmission customer is a generating company/ licensee/ consumer permitted by State Commission and is desirous to avail Long Term Open Access in accordance with Central Electricity Regulatory Commission (Open access in inter state transmission) regulation 2004 dt. 30.1.2004 and Electricity Act 2003 to the Transmission System of POWERGRID. And Whereas in accordance with Central Electricity Regulatory Commission (Open Access in Inter-State Transmission) Regulation 2004 and Electricity Act 2003 open access shall be allowed by POWERGRID to open access customer. And Whereas the long term open access is required by the Long term transmission customer as per the following details: Injection Utility Name ____________ Location ____________ Region ____________ Capacity(MW)____________ Drawee Utility(ies) Name _____________ Location _____________ Region(s) _____________ Capacity(MW)_____________ Date from which the open access is required ______________

And Whereas in accordance with the system studies carried out by POWERGRID, following additional transmission system is required as a dedicated transmission system and strengthening scheme to facilitate long term open access : i) ii) __________(Name of Dedicated transmission system) __________( Name of System strengthening scheme)

And Whereas Long term transmission customer has requested POWERGRID to construct, own, operate and maintain the above dedicated Transmission System and System Strengthening Scheme to be used for open access for the Long term transmission customer. And Whereas POWERGRID has agreed to construct, own, operate and maintain the aforesaid dedicated transmission system and system strengthening scheme. And Whereas for construction and commissioning of the aforesaid dedicated transmission system and system strengthening scheme, the long term transmission customer shall execute an Implementation Agreement (IA) with POWERGRID containing the details terms and conditions for construction/commission thereof. And Whereas Long term transmission customer has agreed to share and pay all the transmission charges of POWERGRID including FERV, incentive, tax etc. for the use of its Transmission System of ________Region and _________Region including system strengthening scheme as above and any addition thereof. And Whereas Long term transmission customer has also agreed to pay full Transmission Charges for the dedicated Transmission System as mentioned above to POWERGRID. And Whereas it has become incumbent upon both the parties to enter in to Bulk Power Transmission Agreement as envisaged under the Central Electricity Regulatory Commission (Open Access in inter-state transmission) Regulations, 2004. And Whereas the Bulk Power Transmission Agreement has already been entered into between POWERGRID and Bulk Power Beneficiaries of _________Region on ________and _______Region on _________ And Whereas the Long term transmission customer is desirous of wheeling its power to its consumers through an open access and also through the dedicated system mentioned above on the same terms and conditions as contained in the BPTA of ________Region dated_______and _________Region dated________ Words and expressions used and defined in the Bulk Power Transmission Agreement/agreements (Annexure 1 & 2) shall have the same meaning assigned to them under the Electricity Act 2003 or Grid code or Central Electricity Regulatory Commission (Open Access in Inter-state transmission) Regulations, 2004, as the case may be.

Now, therefore in consideration of the premises and mutual agreements, covenants and conditions set forth herein, and in the Agreement as contained in the Annexure 1 and Annexure 2 attached hereto which shall form an integral part of this Agreement, it is hereby agreed by and between the parties as follows : 1.0 (a) Long term transmission customer shall share and pay the transmission charges including FERV, incentive, taxes, etc of POWERGRID transmission system of ________Region and _________Region including charges for inter regional links and system strengthening scheme as above. Long-Term Transmission customer would provide security in the form of Fixed Deposit Receipt (FDR) with Nationalised Bank pledged in favor of POWERGRID or lump sum deposit or irrevocable Bank Guarantee (BG) in favor of POWERGRID, equivalent to six months estimated average transmission charges of concerned Region(s) applicable to the long-term transmission customer. Initially the security mechanism shall be valid for a minimum period of three (3) years and shall be renewed from time to time till the expiry of the open access. The estimated average transmission charges would be reviewed every six months and accordingly the amount of security would be enhanced/reduced by long term transmission customers. In case the long term transmission customer defaults in payment of the monthly charges of POWERGRID bills then, POWERGRID shall be entitled to encash/adjust the FDR/ deposit/ BG immediately. In case of encashment/ adjustment of the FDR/ deposit/ BG by POWERGRID against non-payment of monthly charges by long-term transmission customer, the same should be immediately replenished/recouped by long-term transmission customers before the next billing cycle. The format for bank guarantee is enclosed as Annexure-X. The Bank Guarantee shall be issued by i) A Public Sector Bank or ii) Scheduled Indian Bank having paid up capital(net of accumulated losses) of Rs.100 crore or above(duly supported by latest annual report) and also satisfying the minimum capital adequacy requirement or iii) Any foreign Bank with overall International corporate rating or rating of long term debt not less than A ( A minus) or equivalent by reputed rating agency. In the case of the dedicated transmission system and system strengthening scheme to be taken up by POWERGRID, a special security mechanism towards POWERGRID investment till

(b)

(c) (d) (e)

(f)

(g)

construction/commissioning of the said system would be finalized and included in an Implementation Agreement (IA). The long term transmission customer and POWERGRID would execute this IA before implementation of above scheme 2.0 Long term transmission customer shall in addition pay full transmission charges for the dedicated transmission system of POWERGRID as mentioned above to be exclusively used for the open access for the Long term transmission customer . 3.0 POWERGRID agrees to provide Long Term Open Access required by Long term transmission customer as per the details mentioned above and in accordance with the Regulations under the Central Electricity Regulatory Commission (Open Access in Interstate Transmission -Regulations 2004 ) and conditions specified by the CERC from time to time. 4.0 Copy of the Agreements dt. _______entered with ________Region and dt.________entered with_______Region attached at Annexure 1 and Annexure 2 shall form part and parcel of this Agreement and accordingly all terms and conditions of Agreements dtd._______and dtd._______shall mutatis mutandis apply to the Long term transmission customer. Any revision, replacement, modification and extension of Agreements dt.______and _________shall also apply to the Long term transmission customer . 5.0 The Long term transmission customer shall not relinquish or transfer its rights and obligations specified in the Bulk Power Transmission Agreement, with out prior approval of POWERGRID and CERC and subject to payment of compensation, as may be determined by the CERC. 6.0 All differences/ disputes between the parties arising out of or in connection with this Agreement shall be resolved in terms of the Redressal Mechanism provided under Regulation 35 of the CERC Regulations. 7.0 This Agreement shall be valid for 30 years from the date of signing of this Agreement. In witness whereof both the parties have executed this Agreement through their authorized representative. Witness 1. 2. For and on behalf of POWERGRID CORPN.OF INDIA LTD. For and on behalf of ..