Bidding Documents (RFP) Procurement of Railway Maintenance Equipment ETIHAD RAIL COMPANY PJSC BIDDING DOCUMENTS Request for

Proposal (RFP) Procurement of Railway Maintenance Equipment High Speed Tamper Contract No. P1001 Document No.: P1001-GPR-GEN-CL-00001

High Speed Tamper

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 BID DOCUMENT SUMMARY PART 1 BIDDING PROCEDURES

Section I. Instructions to Bidders (ITB) This Section provides information to help Bidders prepare their bids. Information is also provided on the submission, opening, and evaluation of bids and on the award of Contracts. Section I contains provisions that are to be used without modification. Section II. Bidding Data Sheet (BDS) This Section includes provisions that are specific to each procurement and that supplement Section I, Instructions to Bidders. Section III. Specification Schedule Section IV. Bidding Forms This Section includes the forms for the Bid Submission, Price Schedules, Bid Security, and the Manufacturer s Authorization to be submitted with the Bid. PART 2 SUPPLY REQUIREMENTS

Section V. Schedule of Requirements This Section includes the List of Goods and Related Services, the Delivery and Completion Schedules, the Technical Specifications and the Drawings (if any) that describe the Goods and Related Services to be procured. PART 3 CONTRACT

Section VI. Articles of Agreement and General Conditions of Contract (GC) This Section includes the articles to be executed by the Parties and the general clauses to be applied in all contracts. Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 1: 2: 3: 4: 5: 6: 7: 8: Specification Schedule Pricing Schedule Performance Bond Advance Payment Bond Parent Company Guarantee Project Execution Plan Notice Details Options

Section VII. Special Conditions of Contract (SC) This Section includes clauses specific to each contract that modify or supplement Section VI, General Conditions of Contract. Page 2 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 TABLE OF CONTENTS PAGE PART 1 Bidding Procedures ...................................................... ....................................... 4 Section I - Instructions to Bidders (ITB) ...................................... ....................................... 5 A. General ..................................................................... .................................................... 5 B. Contents of Bidding Documents ............................................... ..................................... 5 C. Preparation of Bids ......................................................... ............................................... 6 D. Submission and Opening of Bids............................................... .................................. 11 E. Evaluation and Comparison of Bids............................................ ................................. 12 F. Award of Contract ........................................................... ........................................... 14 Section II. Bidding Data Sheet (BDS) ........................................... .................................... 16 A. General ..................................................................... ................................................... 16 B. Contents of Bidding Documents ............................................... ................................... 16 C. Preparation of Bids ......................................................... ............................................. 16 D. Submission and Opening of Bids............................................... .................................. 18 Section III. Specification Schedule ............................................ ....................................... 19

Section IV. Bidding Forms ...................................................... ........................................... 42 PART 2 - Supply Requirements ................................................... ...................................... 56 Section V. Schedule of Requirements ............................................ ................................. 57 PART 3 - CONTRACT .............................................................. ............................................ 59 Section VI. General Conditions of Contract ..................................... ................................ 62 Schedule 1: Specification Schedule Schedule 2: Pricing Schedule Schedule 3: Performance Bond Schedule 4: Advance Payment Bond Schedule 5: Parent Company Guarantee Schedule 6: Project Execution Plan Schedule 7: Notice Details Schedule 8: Options Section VII. Special Conditions of Contract .................................... ............................... 111 Page 3 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 PART 1 Bidding Procedures

Page 4 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section I - Instructions to Bidders (ITB) A. General 1. Scope of Bid Etihad Rail Company PJSC (hereinafter also referred to as Client ) is inviting Bids for the supply of Goods (being railway maintenance equipment) and Related Services incidental thereto as specified in Section III. The Client is a company established in accordance with UAE Federal Law No. 2 of 2009 and Resolution of the Cabinet No. 2 of 2010. This Invitation to Bid (hereinafter also referred to as Bid Documents ) is made by the Client and issued to the Bidders . All requirements and instructions contained in the Bid Documents are solely those of the Client In the event an award is made to the Bidder as a result of the Bid Documents, any resulting Contract will be entered into directly between the Client and the Bidder. A summary of bidding requirements is contained in the Bid Data Sheet. (BDS) The Goods are to be used on the Eitihad Rail Project, the first part of which (Shah-Habshan-Ruwais Railway) is due to open in June 2013. 2. Conflict of A Bidder shall not have a conflict of interest. All bidders found Interest to have a conflict of interest shall be disqualified. Bidders may be considered to have a conflict of interest with one or more parties in this bidding process, if they: (a) are or have been associated in the past, with a firm or any of its affiliates which have been engaged by the Client to provide consulting services for the preparation of the design, specifications, and other documents to be used for the procurement of the Goods to be purchased under these Bidding Documents; or (b) submit more than one bid in this bidding process, except for alternative offers permitted under ITB Clause 10. However, this does not limit the participation of subcontractors in more than one bid. Bids shall only be accepted by Bidders specifically invited by the Client to bid. B. Contents of Bidding Documents 3. Sections of 3.1 The Bidding Documents should be read in conjunction with Bidding any Addendum issued in accordance with ITB Clause 5. Documents Page 5 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 3.2 Not used. 3.3 The Bidder is expected to examine all instructions, forms, terms and specifications in the Bidding Documents. Failure to furnish all information or documentation required by the Bidding Documents may result in the rejection of the bid. 4. Clarification of A prospective Bidder requiring any clarification of the Bidding Bidding Documents shall contact the Client in writing at the Client s Documents address specified in the BDS. The Client will respond in writing to any request for clarification, provided that such request is received no later than fourteen (14) days prior to the deadline for submission of Bids. A Bid Clarification is a communication that is issued to a specific Bid addressing issues specific to that Bid. Should the Client deem it necessary to amend the Bidding Documents as a result of a clarification, it shall do so by issuing a Bid Bulletin. 5. Amendment of 5.1 At any time prior to the deadline for submission of bids, the Bidding Client may amend the Bidding Documents by issuing Documents addenda. 5.2 Any addendum issued shall be part of the Bidding Documents and shall be communicated in writing to all who have obtained the Bidding Documents directly from the Client. 5.3 To give prospective Bidders reasonable time in which to take an addendum into account in preparing their bids, the Client may, at its discretion, extend the deadline for the submission of bids, pursuant to ITB Clause 19.2. C. Preparation of Bids 6. Cost of Bidding The Bidder shall bear all costs associated with the preparation and submission of its bid, and the Client shall not be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process. 7. Language of The Bid, as well as all correspondence and documents Bid relating to the bid exchanged by the Bidder and the Client, shall be written in the English language. Supporting documents and printed literature that are part of the Bid shall be written in the English language. 8. Documents 8.1 The Bid shall comprise two (2) envelopes submitted Comprising the simultaneously, one containing the Technical Proposal and the Bid other the Price Proposal, enclosed together in an outer single envelope. (See also ITB Clause 18). 8.2 The Price Proposals shall remain sealed and will be held in custody by the Client. The Technical Proposals will be

evaluated Technical Proposals Page 6 of

by the Client. No amendments or changes to the Proposals are permitted. Bids with Technical which do not conform to the specified requirements 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 may be rejected as deficient Bids. 8.3 The Technical Proposal shall contain the following: a. Technical Proposal Submission Sheet; b. Bid Security, if specified in the BDS, in accordance with ITB Clause 16; c. Alternative Technical Proposal, if permissible in the BDS, in accordance with ITB Clause 10; d. Written confirmation authorizing the signatory of the Bid to commit the Bidder, in accordance with ITB Clause 17; e. Documentary evidence of the Goods and Related Services to be supplied by the Bidder with the details of origin; f. Documentary evidence in accordance with ITB Clause 13 that the Goods and Related Services conform to the Bidding Documents; g. Any other document required in the BDS; h. Compliance Explanation (ITB Clause 40); and i. If the Bidder is registered in the UAE, the name of its sponsor and/or local agent. 8.4 The Price Proposal shall contain the following : a. Price Proposal Submission Sheet and the applicable Price Schedules, in accordance with ITB Clauses 9, 11 and 12; b. Alternative Price Proposal corresponding to the alternative Technical Proposal, if permissible in the BDS, in accordance with ITB Clause 10; and c. Any other document required in the BDS. 8.5 Electronic copies of both Technical and Price Proposals shall also be provided separately, together with the paper copies. 9. Bid Submission 9.1 The Bidder shall submit the Bid Submission Form using the Form and Price form furnished in Section IV, Bidding Forms. This form must Schedules be completed without any alterations to its format, and no substitutes shall be accepted. All blank spaces shall be filled in with the information requested. 9.2 The Bidder shall submit the Price Schedules for Goods and Related Services, according to their origin as appropriate, using the forms furnished in Section IV, Bidding Forms 10. Alternative Bids Unless otherwise specified in the BDS, alternative Bids shall

not be considered. 11. Bid Prices and 11.1 The prices and discounts quoted by the Bidder in the Bid Discounts Submission Form and in the Price Schedules shall conform to the requirements specified below. 11.2 All lots and items must be listed and priced separately in the Page 7 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Price Schedules. 11.3 The price to be quoted in the Bid Submission Form shall be the total price of the bid, excluding any discounts offered. 11.4 The terms EXW, CIP, DDP and other similar terms shall be governed by the rules prescribed in Incoterms 2000, published by The International Chamber of Commerce, as specified in the BDS. 11.5 Prices shall be quoted as specified in each Price Schedule included in Section IV, Bidding Forms. The disaggregation of price components is required solely for the purpose of facilitating the comparison of bids by the Client. This shall not in any way limit the Client s right to contract on any of the terms offered. 11.6 Prices quoted by the Bidder shall be fixed during the Bidder s performance of the Contract and not subject to variation on any account, unless otherwise specified in the BDS. A Bid submitted with an adjustable price quotation shall be treated as non responsive and shall be rejected. 11.7 Prices quoted shall correspond to 100% of the items specified in the Schedule of Requirements. Incomplete bids with missing items may be rejected as non-responsive. 12. Currencies of The Bidder must express the bid price in UAE Dirhams (AED) Bid only. 13. Documents 13.1 To establish the conformity of the Goods and Related Services Establishing the to the Bidding Documents, the Bidder shall furnish as part of Conformity of its Bid the documentary evidence that the Goods conform to the Goods and the technical specifications and standards specified in Section Related V, Schedule of Requirements. (See also Clause 39 of the ITB). Services 13.2 The documentary evidence may be in the form of literature, drawings or data, and shall consist of a detailed item by item description of the essential technical and performance characteristics of the Goods and Related Services, demonstrating substantial responsiveness of the Goods and Related Services to the technical specification, and if applicable, a statement of deviations and exceptions to the provisions of the Schedule of Requirements. 13.3 The Bidder shall also furnish a list giving full particulars, including available sources and current prices of spare parts, special tools, etc., necessary for the proper and continuing functioning of the Goods during the period specified in the BDS following commencement of the use of the Goods by the Client. 14. Documents The documentary evidence of the Bidder s qualifications to Establishing the perform the contract if its bid is accepted shall establish to the Qualifications Client s satisfaction: of the Bidder (a) that, if a Bidder that does not manufacture or produce the Page 8 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Goods it offers to supply, it shall submit the Manufacturer s Authorization using the form included in Section IV, Bidding Forms, to demonstrate that it has been duly authorized by the manufacturer or producer of the Goods to supply these Goods in the Client s Country; and (b) that, in case of a Bidder not doing business within the Client s Country, the Bidder is or will be (if awarded the contract) represented by an Agent in the country equipped and able to carry out the Supplier s maintenance, repair and spare parts-stocking obligations prescribed in the Conditions of Contract and/or Technical Specifications. 15. Period of Validity of Bids 15.1 Bids shall remain valid for the period specified in the BDS after the bid submission deadline date referred to in ITB Clause 19.1. A bid valid for a shorter period shall be rejected by the Client as non responsive. 15.2 In exceptional circumstances, prior to the expiration of the Bid validity period, the Client may request Bidders to extend the period of validity of their Bids. The request and the responses shall be made in writing. If a Bid Security is requested in accordance with ITB Clause 16, it shall also be extended for a corresponding period. A Bidder may refuse the request without forfeiting its Bid Security. 16. Bid Security 16.1 If specified in the BDS, each Bidder shall furnish a Bid Security in the amount of United Arab Emirates Dirham specified in the BDS. 16.2 The Bid Security shall be in the form of a Bid Bond/Letter of Guarantee issued by a bank registered in the United Arab Emirates. The Bid Security shall be valid until the date specified in the Invitation to Bid Letter. A Bidder who has agreed to extend the period of validity of its Bid in accordance with ITB Clause 15 shall, if required by the Client, extend the validity of the Bid Security to match the extended Bid validity period. 16.3 The Bid Security will be forfeited without any notice or legal process if Bidder: (a) withdraws or unilaterally modifies its Bid during the period of Bid validity; or (b) following notification of award, fails to execute the contract or furnish (if required) the performance securities. Each Bidder shall note that the Client has included the Bidder in the list of Bidders based on the Bidder s express confirmation of interest to participate in the Bidding process and that the Client may suffer delays or incur losses in the event that the Bidder subsequently chooses not to honor a Page 9 of 111

17. Format and Signing of Bid Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 submitted Bid. Each Bidder is therefore deemed to have accepted that the Invitation to Bid issued by the Client is sufficient consideration for the existence of a collateral contract between the Client and the Bidder and that the Client shall have the right to forfeit the Bid Security if the Bidder subsequently chooses not to honor a Bid or is otherwise in breach due to one of the reasons stated above. 16.4 The Bid Security of the successful Bidder will be discharged / returned when that Bidder has furnished the required performance securities. The validity of its Bid Security shall be extended as necessary to ensure that the Bid Security remains valid until submission of the required performance securities. 16.5 The Bid Security of unsuccessful Bidders will be discharged/returned as promptly as possible, but no later than 30 days after the expiration of the period of Bid validity. The Bid Security of the successful Bidder may also be returned prior to the expiration of the period of Bid validity if the required performance securities have been received by the Client from that Bidder. 17.1 The Bidder shall prepare one original of the Technical Proposal and one original of the Price Proposal as described in ITB Clause 8 and clearly mark them ORIGINAL TECHNICAL PROPOSAL and ORIGINAL - PRICE PROPOSAL respectively. In addition, the Bidder shall submit copies of the Technical Proposal and the Price Proposal, in the number specified in the BDS and clearly mark them COPY NO - TECHNICAL PROPOSAL and COPY NO . - PRICE PROPOSAL respectively . In the event of any discrepancy between the original and the copies, the original shall prevail. 17.2 The original and all copies of the Bid shall be typed or written in indelible ink and shall be signed by a person duly authorized to sign on behalf of the Bidder. This authorization shall consist of a written confirmation as specified in the BDS and shall be attached to the Bid. The name and position held by each person signing the authorization must be typed or printed below the signature. All pages of the Bid, except for un-amended printed literature, shall be signed or initialed by the person signing the Bid. 17.3 Any interlineations, erasures or overwriting shall be valid only if they are signed or initialed by the person signing the Bid. Page 10 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 D. Submission and Opening of Bids 18. Sealing and 18.1 The Bidder shall enclose the original of the Technical Marking of Bids Proposal, the original of the Price Proposal, and each copy of the Technical Proposal and each copy of the Price Proposal, including alternative bids, if permitted in accordance with ITB Clause 10, in separate sealed envelopes, duly marking the envelopes as ORIGINAL TECHNICAL PROPOSAL , ORIGINAL -PRICE PROPOSAL and COPY NO.. -TECHNICAL PROPOSAL and COPY NO .. - PRICE PROPOSAL , as appropriate. These envelopes containing the original and the copies shall then be enclosed in one single envelope. 18.2 The inner and outer envelopes shall: (a) bear the name and address of the Bidder; (b) be addressed to the Client in accordance with ITB Clause 19.1; and (c) bear the specific identification of this bidding process indicated in the BDS. 18.3 The outer envelopes and the inner envelopes containing the Technical Proposals shall bear a warning not to open before the time and date for the opening of Technical Proposals. 18.4 The inner envelopes containing the Price Proposals shall bear a warning not to open until advised by the Client. 18.5 If all envelopes are not sealed and marked as required, the Client will assume no responsibility for the misplacement or premature opening of the bid. 18.6 Alternative Bids, if permissible in accordance with ITB Clause 10, shall be prepared, sealed, marked and delivered in accordance with the provisions of ITB Clauses 17 and 18, with the inner envelopes marked in addition ALTERNATIVE NO . as appropriate. 19. Deadline for 19.1 Bids must be received by the Client at the address and no Submission of later than the date and time specified in the BDS. Bids 19.2 The Client may, at its discretion, extend the deadline for the submission of bids by amending the Bidding Documents in accordance with ITB Clause 5, in which case all rights and obligations of the Client and Bidders previously subject to the deadline shall thereafter be subject to the deadline as extended. 20. Late Bids The Client may not consider any bid that arrives after the deadline for submission of bids, in accordance with ITB Clause 19. Any bid received by the Client after the deadline for submission of bids may be declared late, rejected and Page 11 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 returned unopened to the Bidder. 21. Anti-Collusion As part of its Bid, the Bidder shall submit the completed AntiCertificate Collusion Certificate contained in Section IV. 22. Bid Opening 22.1 The Client shall open the Technical Proposals (and subsequently the Price Proposals) in accordance with its established procedures. 22.2 The Client will notify those Bidders in writing who have been rejected on the grounds of being substantially nonresponsive to the requirements of the Bidding Documents and return their Price Proposals unopened. E. Evaluation and Comparison of Bids 23. Confidentiality 23.1 Information relating to the examination, evaluation, comparison and post qualification of bids and recommendation of Contract award will remain confidential with the Client. 23.2 Any effort by a Bidder to influence the Client in the examination, evaluation, comparison and post-qualification of the bids or Contract award decisions may result in the rejection of its Bid. 23.3 Notwithstanding ITB Clause 23.2, from the time of bid opening to the time of Contract award, if any Bidder wishes to contact the Client on any matter related to the bidding process, it should do so in writing. 24. Clarification of Bids To assist in the examination, evaluation, comparison a nd post-qualification of the bids, the Client may, at its discretion, ask any Bidder for clarification of its Bid. Any clarification submitted by a Bidder in respect to its Bid and that is not in response to a request by the Client shall not be considered. The Client s request for clarification and the response shall be in writing. No change in the prices or substance of the Bid shall be sought, offered or permitted, except to confirm the correction of arithmetic errors discovered by the Client in the evaluation of the bids. All communications with the Client during the Bidding Period shall be with the person identified below who is the Client s authorized single point of contact. Page 12 of 111

25. Bid Bulletins /Clarifications Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 ETIHAD RAIL COMPANY PJSC 8th Floor, Makeen Tower PO Box 989 Abu Dhabi, United Arab Emirates Attention: Projects Procurement Director Email: procurement@etihadrail.ae With copies to: Bassil.Foudeh@etihadrail.ae Any unauthorized communication with other Project staff shall be regarded as a violation of the Bid rules and, as such, will result in the disqualification of the Bidder and rejection of its Bid. All communications issued by Client during the Bidding Period shall be in the form of Bid Bulletin or Bid Clarifications, and each of these will be sequentially numbered. A Bid Bulletin is a communication that is issued to all Bidders and covers changes to the requirements of the Bid Documents. A Bid Clarification is a communication that is issued to a specific Bid addressing issues specific to that Bid. Bidders are warned that no employee or representative of the Client is authorized to explain or interpret the Bid Documents, other than as prescribed by the procedures stated above. Each Bidder is cautioned that failure to comply with the above stated communication instructions may result in rejection of its Bid. 26. Bid Bulletin to the 26.1 At any time prior to the date of submission of Bids , the Bid Documents Client may issue a Bid Bulletin in writing to all Bidders to whom the Bid Documents have been issued that may delete, vary or extend any part of the Bid Documents. Upon Client notification of the issuance of a Bid Bulletin, each Bidder shall make the necessary arrangements to pick up the Bid Bulletin from the Client s offices in Abu Dhabi. Each Bidder must consider the impact of any of the Bid Bulletins in its Bid submission and the receipt of the Bid Bulletin by the Bidder shall be acknowledged and so noted in the space provided in the Bid Submission Form . 26.2 If at any time after submission of the Bid but prior to Contract award, the Client issues a Post Bid Bulletin that varies the requirements of the Bid Documents, Bidders will be given an opportunity to confirm compliance with the changes and advise on the impact, if any, on their submitted Bid. Bidders shall not however submit an unsolicited modification to their submitted Bid. Page 13 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 26.3 Unless the modification to the Bid Documents is in the formal manner described above, no representation or explanation to Bidders shall be considered valid or binding on the Client as to the meaning of anything connected with the Bid Documents. Bidders are warned that no employee or representative of the Client is authorized to explain or interpret the Bid Documents, other than as prescribed by the procedures stated in ITB Clause 24. Each Bidder is cautioned that failure to comply with the above stated communication instructions may result in rejection of its Bid. 27. Not Used 28. Client s Right to The Client reserves the right to accept or reject any Bid, Accept Any Bid, and/or to annul the Bidding process and reject all Bids, at and to Reject Any any time prior to Contract award without thereby incurring or All Bids any liability to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the Client s action. In addition, the Client shall, at its sole discretion, have the right at any time to invite additional Bidders to participate in the Bidding process, or to terminate or disqualify any Bidder s participation in the process. 29. Evaluation of Bids The Client shall evaluate Price Proposals of each Bid as it considers appropriate, and in accordance with its evaluation procedures. 30. Options 30.1 The Bidder as options as part of the Price Proposal only (no mention to be made in the Technical Proposal for any price changes) for: (a) The Client arranging to transport from the Mina Zayed Port to the location specified in the BDS. (Section II). (b) Extending the Warranty Period from 12 months to 24 months. F. Award of Contract Prior to the expiration of the Bid validity period, the Client will notify the s uccessful Bidder that its Bid has been accepted. 31. Award Criteria 31.1 The Client shall award the Contract to the technically acceptable lowest priced Bidder and who is substantially responsive to the Bidding Documents, provided further that the Bidder has been determined to be qualified to perform the Contract satisfactorily. 31.2 A Bid shall be rejected if the technical and commercial requirements in the ITB cannot be met. Page 14 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 32. Client s Right to Vary Quantities at Time of Award At the time the Contract is awarded, the Client reserves the right to increase or decrease the quantity of Goods and Related Services originally specified in Section V, Schedule of Requirements, provided this does not exceed the numbers specified in the BDS, and without any change in the unit prices or other terms and conditions of the Bid and the Bidding Documents. 33. Signing of Contract 33.1 Promptly after notification, the Client shall send the successful Bidder, the Form of Contract Agreement and its attachments 33.2. As soon as practicable after its receipt, the successful Bidder shall sign, date and return the Contract to the Client. 34. Performance Security Within twenty-eight (28) days of the receipt of notification of award from the Client, the successful Bidder shall furnish the performance securities in accordance with the Contract, using for that purpose the Performance Security Forms included in Section VI Contract forms, or another Form acceptable to the Client. 35. Long Term Financing Offers of Financing are not requested. 36. Shipping 36.1 The Client may appoint a Marine Warranty Surveyor for all shipments, and the Bidder shall comply with their instructions. The cost of the Marine Warranty Surveyor shall be paid by the Client. 36.2 Bidders should note that, under the terms of the Contract, Goods cannot be transported upon the deck of a ship unless in a secure watertight container. 37. Letter of Credit 37.1 Given the Client has been established and supported by the Government of Abu Dhabi and the Federal Government of the UAE, a Letter of Credit will not be issued. 38. Import Duty Exemption 38.1 Should the Client receive an exemption in whole or in part for import duty, then this saving will be for the Client only. See the Special Conditions of Contract. 39. Compliance Explanation 39.1 It is important Bidders provide not only a statement of compliance with the Specification Schedule (Section III) but also a commentary as to why it complies. (See also Clause 13 of the ITB). Page 15 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section II. Bidding Data Sheet (BDS) ITB Clause Reference A. General ITB 1 The Client is: Etihad Rail Company PJSC, a company established in accordance with Federal Law No. (2) of 2009 and by Resolution of the Cabinet No. 2 of 2010, with its head office at 17th Floor Makeen Tower Ajman Bank Building PO Box 989 Abu Dhabi United Arab Emirates ( Client ). ITB 1 The name of the procurement is: Procurement of Railway Maintenance Equipment High Speed Tamper, See Specification Schedule Contract P1001. ITB 1 This procurement consists of the following : Railway Maintenance Equipment Highs Speed Tamper for the Etihad Rail Network ITB Clause Reference B. Contents of Bidding Documents ITB 4 For Clarification of bid purposes only, the Client s address is: Projects Procurement Director Etihad Rail Company PJSC 8th Floor Makeen Tower Ajman Bank Building PO Box 989 Abu Dhabi United Arab Emirates Email procurement@etihadrail.ae With copy to: Bassil.Foudeh@etihadrail.ae ITB Clause Reference C. Preparation of Bids ITB 7 The language of the bid is: English ITB 8.3(g) The Bidder shall submit with its Technical Bid the following additional documents: a. Design Compliance Plan, inclusive of: i) testing capabilities; ii) RAM and Design Safety Plans for the Goods; b. The Project Execution Plan for the manufacture and delivery Page 16 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 of the Goods c. The Quality Assurance Plan, inclusive of warranty period, for the Goods d. Other documentation as per the Specification ScheduleSection III. ITB 8.4 (c) The Bidder shall submit with its Price Proposal the following additional documents: NONE ITB 30 Options: ITB 11.4 The Incoterms edition is: Incoterms 2000 ITB 11.4 Final Destination: Mirfa Depot, Abu Dhabi, UAE via Mina Zayed Port, Abu Dhabi. ITB 11.5 i) One year warranty. (See Clause 30.1 of the ITB for longer period). ii) Spare Parts (See Specification Schedule-Section III). iii) Long Term Support (See Specification-Schedule Section III). . The technical support for the maintenance of equipment . The supply of material required for the maintenance of equipment and the management and ownership of the material inventory. ITB 11.6 The prices quoted by the Bidder shall NOT be adjustable upwards. ITB 13.3 Period of time the Goods are expected to be functioning (for the purpose of spare parts): 15 years. ITB 14 (a) Manufacturer s authorization is: required (See Specification Schedule -Section III). ITB 14 (b) After sales service is: required (See Specification Schedule Section III). ITB 15.1 The Bid Validity period shall be 120 days. The spare parts pricing shall be valid for 2 years from contract award date. ITB 16 The Bid Security (issued by a First Class Bank registered in UAE) shall be in accordance with the Form of Bid Security included in Section IV - Bidding Forms ITB 16.1 The amount of the Bid Security shall be: 250,000 AED. ITB 17.1 In addition to the original of the bid, the number of copies is: four (4) copies Page 17 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 ITB Clause Reference D. Submission and Opening of Bids ITB 18.1 Bidders shall include in their bid separate CDs (including an electronic version of their bid in PDF format), for both the Technical and Pricing proposals. ITB 18.2 (c) The inner and outer envelopes shall bear the following additional identification marks: Bid for Etihad Rail Project Procurement of Railway Maintenance Equipment-High Speed Tamper DO NOT OPEN BEFORE xxxx 2011- P1001 ITB 19.1 For bid submission (which must be by hand or recognized courier service) purposes, the Client s address is: Etihad Rail Company PJSC 8th Floor Makeen Tower Ajman Bank Building PO Box 989 Abu Dhabi United Arab Emirates The deadline for submission is : Date 13th November 2011 at 14:00 hrs (Abu Dhabi Time) ITB Clause Reference E. Evaluation and Comparison of Bids ITB 29.3(a) A Bidder shall only bid on those items in the Schedule of Requirements for which it is specifically asked to bid in the Client s invitation letter. ITB Clause Reference F. Award of Contract ITB 32 The maximum number and the minimum number are specified in the price schedule. Page 18 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section III. Specification Schedule Page 19 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 MAINTENANCE EQUIPMENT SUPPLY MAINTENANCE EQUIPMENT-HIGH SPEED TAMPER CONTENTS 1.0 PURPOSE AND CONTRACT OVERVIEW............................................... .................. 21 2.0 DELIVERY ................................................................... ................................................ 21 3.0 OPERATING ENVIRONMENT ...................................................... .............................. 21 4.0 PROPOSAL REQUIREMENTS ...................................................... ............................ 23 5.0 SUPPLIER RESPONSIBILITIES .................................................. .............................. 24 6.0 DOCUMENTATION REQUIREMENTS ................................................. ...................... 36 7.0 PROJECT EXECUTION PLAN...................................................... ............................. 37 8.0 QUALITY ASSURANCE .......................................................... ................................... 37 9.0 WORKMANSHIP, PROCESSES AND MATERIALS ....................................... .......... 38 10.0 FIELD SUPPORT ............................................................. ...................................... 38 11.0 SPARE PARTS LIST........................................................... ................................... 39 12.0 SPECIAL TOOLING............................................................ ................................... 40 13.0 TECHNICAL MANUALS ......................................................... ............................... 40

14.0 ON-SITE TRAINING........................................................... .................................... 40 15.0 FACTORY ACCESS............................................................. .................................. 41 Page 20 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 1.0 PURPOSE AND CONTRACT OVERVIEW The Contract requires the Supplier to furnish all management, labor, materials, tools, equipment, data, design, services and incidentals necessary to manufacture and d eliver a High Speed Tamper HST , hereafter named the Goods and Related Services, in conformance with the Specification Schedule. The work consists of engineering and design documentation, testing, manuals, moc kups, training program, special tools, test equipment, and other deliverables and serv ices described in the Contract. The Supplier shall be responsible for ensuring the in terrelation, functioning and systems integration of all aspects of the work related to the me chanized maintenance systems and their relationship with other equipment and systems of t he Goods and Related Services. The Goods and Related Services described in the Specification Schedule shall emb ody all of the latest tested and service proven developments available to the Supplier. Sho uld conflicts exist or an item or feature is deemed by the Supplier not to be adequately descr ibed or explained in the Specification Schedule, the Supplier shall apply to the Client for further written explanation, as may be necessary, and shall conform to the written expla nation provided by the Client. The Supplier shall be responsible for ensuring the suita bility of the systems, devices, apparatus, components and parts for the service intended. The Supplier shall ensure upgradeability and maintainability of maintenance and service manuals, periodic scheduled maintenance documents, parts catalogs and test equip ment. Although the warranty period is defined elsewhere in the Contract, the design of the Goods and the level of quality and durability of the Goods components shall be consist ent with a minimum service life of 15 years. Workmanship shall be based on generally accept ed international railroad standards and practices. The different sections of this document provide the requirements for the design, application and implementation of the work. All mechanized maintenance systems and the compl ete the Goods and Related Services shall meet applicable safety standards, minimize main tenance requirements, maximize reliability, promote energy conservation, and minimize no ise emissions.

2.0 DELIVERY The Goods shall be delivered to the Mirfa Depot in the Western Region-UAE by Apr il 1st, 2013. 3.0 OPERATING ENVIRONMENT 3.1 Environmental Factors The Goods shall provide safe and reliable operation under the following climatic and ambient conditions: . Climatic conditions in the United Arab Emirates, with exceptionally high ambient temperatures, significant day to night temperature gradients, high relative humi dity and wind-borne sand and dust. . Temperature : between -5C and +60C. Page 21 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 . Relative humidity : between 0% and 95%. . Altitude : between 0 and 900 m above sea level. . IP Rating: from 0.004 mm to 1 mm, with a mean of about 0.01 mm. . Sand and dust chemical composition: chlorides, phosphates and silica. The Goods shall be suitable for operation in an environment that is dust-filled, sand-filled with additional salt spray air in the coastal areas. Spec 1. Special attention shall be given to sealing against sand and fine dust s ized from 0.004 mm to 1 mm with a mean of 0.01 mm . In particular, support bearings, journal bearings, as well as brake parts must be well protected against sand and fine dust ingress. 3.2 Track Alignment and Geometry 3.2.1 Track Construction Track is continuous welded UIC (International Union of Railways) 60 rail, head c ontact, on concrete track sleepers, in crushed rock ballast. 3.2.2 Track Geometry Spec 2. On a level track, the Goods shall be capable of travelling in excess of 80km/h in either direction. On a 1.0% grade, the Goods shall be capable of travelling at a speed of 50km/h having dimensional characteristics and geometrical tolerances as indicated in Table 2.1 below and geometrical tolerances as indicated in Table 2.2 below. Table 2.1 Track Dimensional Characteristics

Characteristic Value Track gauge - nominal Standard gauge (1435 mm) Rail size 60kg Sleepers Concrete Minimum horizontal curve 400mts mainline; 110 mts yard Minimum vertical curve 8000mts freight, 15000mts passenger Maximum gradient 1.0% mainline; 0.5% yards Maximum super elevation 60mm mainline Turnouts Main line: UIC No.18.5 or equivalent Yard: UIC No.9 or equivalent Page 22 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Table 2.2 Track Geometrical Tolerances

Geometric Characteristics Main Tracks and Primary Sidings Secondary Sidings and Yard Tracks Construction Defect Limits Construction Defect Limits Gauge (mm) 1435 15 1435 25 Gauge Variation (mm/sleeper) +/- 2 +/- 2 Super elevation (mm) 60mm 0 Maximum variation in cross level over 3 m (mm) < 1 in 90 < 1 in 90 Maximum variation in offset from the design offset in horizontal curves and transitions measured at alignment stakes (mm) +/- 10 +/- 15 Maximum rate of change of variation in horizontal alignment error (mm/10m) +/- 5 passenger +/- 8 freight +/- 5 passenger +/- 8 freight Maximum variation from design profile (mm) +/- 4 +/- 4 Sleeper Position (mm) 600mm 600mm 4.0 PROPOSAL REQUIREMENTS Spec 01. As part of its Proposal, the Supplier shall provide, as a minimum, the following information: . Statement of Compliance: a statement that the Supplier has submitted a Proposal that complies with the Client s HST Specification. The Supplier shall also provide a Method Statement in terms acceptable to the Client that includes a description of the methodology that the Supplier shall follow and the content that shall be addressed and reported for each of the following: The Project Execution Plan for the Goods and components; Quality Assurance Plan; Health, Environmental and Safety Plan that shall be followed during manufacture and commissioning; Inspection, Testing and Acceptance Plan including FATs and SATs; Rail Interface Plan; Shipping Plan; Field Support Plan; Reliability, Availability and Maintainability (RAM) Plan, Training Plan and Design Safety Case. A comprehensive RAM Plan shall be provided for the Goods systems, subsystems, components and sub- components in terms acceptable to the Client. .

A descriptive summary of the proposed Goods, including key functional and performance characteristics. Methods and technologies that shall be applied to adapt the Goods to United Arab Emirates environment shall be highlighted. This shall include a Life Cycle Cost Model for the Goods that shall be Page 23 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 populated with the Supplier s estimated operating and maintenance cost data, including spare parts. . Drawings showing the Goods overall dimensions (side, front and back views). . Any derating that shall occur due to altitude and temperature shall be explained and indicated in a separate table. 5.0 SUPPLIER RESPONSIBILITIES 5.1 Design and Manufacturing Details The Supplier shall be responsible for all the design and manufacturing details o f the Goods. The Supplier shall ensure that all parts shall be of sufficient strength to with stand intended service without failure or permanent deformation and defects. When finished, the Goods shall be complete in all respect and ready for service.

5.2 Technical Specifications Spec 3. General 1) The Goods shall be a plain track tamper. 2) 3) 4) 5) The The The The Goods Goods Goods Goods shall shall shall shall be be be be Truss-Type action production tamper. a continuous tamper. equipped with a 48 tamping tools workhead setup. equipped with non-synchronous squeeze workhead

setup. 6) The Goods shall be equipped with heavy duty tamping units capable of penetrating compacted 7) The Goods shall be 8) The Goods shall be 9) The Goods shall be machine. 10) The Goods 11) The Goods 12) The Goods 13) The Goods 14) The Goods shall shall shall shall shall ballast to full tamping depth. equipped with a satellite workhead setup. equipped with a dynamic track stabilizer. a high performance three sleeper production tamping

have full automatic track lifting. have full automatic track lining. have full automatic track cross leveling capabilities. have full hydraulic operation. be capable of tamping 50 sleepers per minute. The

Supplier shall provide a production rate (sleepers tamped per minute) Vs. Number of insertions (single, double, triple). 15) The Goods width shall be within the AAR Plate C clearance, and if the machine is wider than the allowed width of the AAR Plate C clearnace during work mode, it shall be easily reduced to fit within the AAR Plate C clearance. Page 24 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 16) The Goods shall be capable of traveling in self propel mode and in tow mode (by a locomotive or another machine). Spec 4. Engine 1) The Goods shall be powered by a heavy duty Caterpillar or equivalent industrial rated turbo-charged electronic controlled diesel engine, using replaceable wet-sleeve liners and a heavy duty air compressor. 2) The engine shall have sufficient power to perform the expected duty cycle in the environmental conditions of the United Arab Emirates. 3) The Supplier shall provide an engine power grid which identifies Power Vs. Ambient Temperature and Humidity and Elevation. 4) The Supplier shall provide a cooling grid for the engine which identifies Temperature Vs. Work Load and Humidity. 5) The diesel engine proposed by the Supplier must meet as a minimum US EPA Tier III engine emission levels for API No. 2 diesel fuel commonly found in the UAE. The Supplier shall provide, with its proposal, an engine certification or certified test results showing compliance with the engine emission levels stated above. Emission levels of the following pollutants measured as per US EPA requirements stated in 40 CFR 92 shall be provided: Nitrogen Oxides (NOx) Sulphur Oxides (SOx) Volatile Organic Compounds (VOCs) Particulate Matter (PM) Carbon Monoxide (CO) 6) Engine oil drain hose shall be routed to the outside of the Goods allowing oil to be drained and easily collected in a container or power evacuated via quick coupler. 7) Engine(s) to incorporate remote mounted, screw-on style oil filter(s). 8) Engine(s) to incorportae remote mounted, screw on-style fuel filter(s). 9) Engine to incorporate a primary fuel filter assembly with a spin-on element between the fuel reservoir and diesel engine fuel transfer pump. 10) The fuel line from the fuel reservoir shall be equipped with fuel shut-off valve to allow changing the filter. 11) The Goods shall be equipped with double element dry type air cleaner with safety element. Element to incorporate an informer gauge and a safety signal indicator, to be applied to the safety element. 12) Exhaust system shall use silencer type mufler. 13) Electronically controlled engines shall be equipped with the Murphy Powerview electronic instrumentation device made by Frank W. Murphy

Page 25 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Ltd.- Uk or equivalent for providing comprehensive audio-visual warning capabilities for the machine operator. The Murphy Powerview system shall provide engine error code(s). A comprehensive list of all potential engine error codes and description of their meaning shall be included in the Goods operator s manual. In addition, basic trouble shooting suggestion tips shall be included in the Goods operator s manual. 14) The engine room shall be provided with an automatic fire detection and suppression system. The fire suppression system shall be based on Pressure to operate with probe detectors and shall have four remote actuators, one of which shall be located in each cabin and two externally (on each side of the machine). 15) Diesel fuel storage capacity shall be sufficient for at least 40 hours of operation at full load. Spec 3. Pneumatic Systems 1) The Goods using air systems shall have the compressor cooled by either the engine coolant or lube oil. The air intake for the compressor shall be taken directly from the filtered air intake system. 2) The engine shall incorporate an air dryer. 3) An air reservoir main discharge device shall be provided for Lock Out, Tag Out procedures to completely discharge all stored pneumatic energy. Spec 4. Electrical System 1) Electrical cable wiring used for machine control circuit(s) shall be SuperTrex wiring made by TPC Wire and Cable Corporation-USA designed for heavy duty applications where cables are typically subjected to abrasion, flexing, vibration, oils, chemical, sunlight and extreme temperatures. 2) Limit switches used for component position sensing shall be modular, plug-in style which shall allow the switch head to be exchanged without removing any wires. 3) All electrical wiring going to/from any electrical components shall use permanent sleeve type wire number markers. 4) The Goods shall be equipped with a weatherproof ignition switch using the non-tumbler tamper proof lock assembly including sealed terminal insulator. The Goods shall be shipped with 4 ignition keys. 5) The Goods shall be equipped with a heavy duty lever action (ON/OFF) weatherproof switch.

6) The Goods shall be equipped with a dust proof battery disconnect switch. 7) Battery disconnect switch shall be totally enclosed inside the battery box. 8) Battery box shall include a hasp for locking the battery compartment. 9) The Goods shall have specific warning labels that advises a service technician of the procedures required to isolate the microprocessors or engine elctronic control module and protect it from being damaged by welding or external power sources. 10) For the GPS unit the machine shall have a power supply connected to the side of the battery disconnect that will not cut-off power when the battery disconnect switch is turned to the off position. Page 26 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Spec 5. Hydraulic System 1) The Goods shall be equipped with an emergency electric/ hydraulic pump. The Supplier shall provide the specifications for the pump (Number of gallons per minute @horsepower rating and pressure rating). 2) Hydraulic oil temperature shall be controlled to not exceed 69 degrees C during a 32 degrees C ambient and shall never exceed 75 degrees C. 3) The Supplier shall provide a cooling grid for the hydraulic system which identifies Temperature Vs. Work Load and Humidity. 4) The systems shall incorporate an accumulator dump valve that shall automatically bleed off if using closed center accumulator systems. 5) Accumulators shall be Greer conventional style bag type accumulators. The use of pistons of any configuration is not permitted. 6) Hydraulic reservoir shall incorporate a combination sight gauge and thermometer (rated in degrees celsius) to be positioned so that the operator/ technician can easily observe the fluid level and temperature. 7) The hydraulic reservoir breather shall be a spin-on, replaceable element type that includes air filtering and moisture collection capability made by Air Sentry- USA or equivalent. 8) Hydraulic reservoir shall include hydraulic suction strainer / filter assembly(s) using 90 micron absolute stainless steel mesh, with integrated magnetic particle trap made by MP Filtri-USA or equivalent. 9) Hydraulic reservoirs design shall be well built and supported to provide rugged and reliable enclosure. The reservoirs shall be secured to the main frame/ chassis with a quality suspension mounting or set in saddle pocket with suspension material between the saddle and reservoir floor to eliminate reservoir fatigue stress cracks from frame/chassis flexing during work/travel mode. 10) High pressure filtration shall be provided to all pump discharge circuits except hydrostatic propulsion systems. Hydraulic filter system shall use Schroeder KF-50 rated filter assemblies or equivalent equipped with a 40 psi relief cartridge and a 10 micron Schroeder KZ10 element(s) or equivalent provided for each hydraulic circuit. 11) Pre-filter oil top-off system shall use DC powered pre-fill pump.

Spec 6. Components 1) The drive shaft shall be restrained from doing any whipping action if a Ujoint or shaft fails. Engine and drive train systems using drive shafts to power pump drives, transmissions, axle differentials, etc., shall use simple guarding brackets. 2) Elastomeric suspension shall be used for dampening shock from travel and working. 3) All gear boxes, differentials, transmissions, etc. shall use vertical type sight gauges for easy evaluation of fluid levels. 4) All gear boxes, differentials, transmissions, etc. shall use magnetic drain plugs. Page 27 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 5) All gear boxes, differentials, transmissions, etc. shall use reservoir breathers with replaceable filter elements. 6) Gear case reservoir breathers shall be provided for all axle differentials, transmissions, hydraulic pump drive gearboxes, transfer cases, etc. 7) Mechanisms, fabricated assemblies or cylinders that are supported by pin and bore fit shall use solid hardened steel or solid brass bushings in the cylinder fabricated housing, mounting ears or weldements fabricated assemblies. 8) The use of tie-bolt design is not allowed for the hydraulic cylinders. 9) Quote as an option: Automatic Greasing System for all greaseable points. Spec 7. Brakes 1) Brake chambers shall be of dual diaphragm, spring applied, power release style with mechanical device to enable quick and easy capturing of the parking/emergency spring for releasing the brakes through the brake chambers. 2) Brake chambers shall use a non-serviceable clamp on the parking brake chamber. 3) Air brake parking control valve shall be a push-pull type, push to apply and pull to release. 4) Air brake parking control valve shall ensure that when air pressure drops below 35-40 psi the valve shall automatically exhaust, causing the brakes to set. 5) Brake valves shall be installed with a background label indicating the sequence of operation. 6) Quick release valves shall be provided for air brake circuits for both the service and parking/emergency systems. 7) Four wheel hydrostatic or dynamic index braking during work mode shall be provided. 8) Brake shoes shall be Cobra or equivalent composition type.

Spec 8. Drive System 1) Full signal insulation; axles and machine components shall have a minimum resistance value of 25,000 ohms. 2) Wheels shall be solid cast steel wheel, pressed on to a solid steel rail wagon type axle and mounted in truck assemblies. 3) The Goods shall have a two axle truck assembly mounted under each end of the machine to provide proper riding conditions. Two axles on one truck shall be hydraulically driven. 4) The Client plans to operate its equipment on UIC 60 rail with UIC-design switches rated for 32.4 Tonne axle load and 1:20 Track Angle. The Goods shall be supplied with multiple wear wheels that are rated for operation on standard gauge track with the following parameters: minimum Life Cycle Cost; wheel profile optimized for UIC 60 rail; full safety certification; and bogie dynamic stability at 80 kph. Narrow flange, multi-wear, Class C hardness steel wheels shall be applied. Page 28 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Spec 9. Operation 1) The Goods shall have an Applanix system for track measurement and positioning which shall provide inputs to the Goods processor. 2) Tamping, lifting and lining operation suspended from a truss framework. 3) The Goods shall have a cab controlled tamping tool depth and spacing adjustment system. 4) The goods shall be capable of working in single, double and triple workhead setup. 5) The Goods shall have an automatic up feed with single, double, triple insertion capability. 6) The Goods shall have an automatic curve liner capable of generating best fit or forced model curve geometry. 7) The Goods shall have an automatic work mode and a manual work mode. 8) The Goods system shall enable plotting, modifying and working super elevation and cross-level. 9) The Goods shall use BTI tamping tools made by Ballast Tools Incorporated-USA. Spec 10. Cab 1) Cab(s) shall have an air conditioning system that provides for efficient operation to 65 degrees C ambient temperature. 2) The Supplier shall provide a cooling grid for the Cab(s) that shall demonstrate the Ambient Temperature Vs Cab Temperature. 3) Cab(s) shall have a heater, defroster and defroster fan. 4) Cab(s) pressurization system(s) shall consist of a seperately mounted cab pressuirizer/ booster blower (150 cfm minimum) and an air filter assembly with single element and restriction tap, to ensure dust free make-up of air entering the operator s cab. 5)

Cab(s) shall be fully enclosed, sound suppressed with noise level not to exceed 85 dba. 6) Cab(s) shall be fully insulated. 7) Cab(s) shall be designed so that the operator has unobstructed view of work and all machine operations. 8) Safety lock controls shall be within comfortable reach of operator(s). 9) Cab(s) shall have safety plate glass windows with sliding side windows. 10) All window glazing must comply with AAR recommended practice RP-500. Front and rear window shall be made of FRA Type I compliant glazing and side windows shall be made of FRA Type II compliant glazing as defined in CFR 49, part 223. All windows shall have non-metallic tinted glazing. 11) Premium quality windshield wipers shall be provided on all front cab windows. The wiper motors shall be equipped with a self-park feature. Wiper arm mechanisms shall be of the articulated spring loaded (automotive) design. Wiper design shall ensure rain is adequately removed. The wiper blades provided shall be of premium quality, to resist Page 29 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 the high operating temperatures encountered in the UAE. Front windows shall also be equipped with windshield washers. The washer system shall incorporate (2) four liter reservoirs. The controls shall be set up so that the operator and helper each control their own wipers and washers. 12) Cab(s) shall have exterior door handles that allow the door(s) to be locked using a standard padlock. 13) Operator cab doors shall be equipped with latching jaws mechanism design that will allow the door to be positively latched in the open position while operator is entering or exiting the machine. 14) The operating cab shall be fitted with a 50 liter fridge. 15) Cab(s) shall be outfitted with an adequate number of seats and work benches. 16) Seat(s) shall be retractable jump seat(s) with seat belt(s). 17) The Goods shall have a space provision for the GSM-R Radio. 18) The Goods shall be equipped with a 24/12 VDC converter for radio. 19) The Goods shall be equipped with color monitor(s) for machine operation. 20) The Goods shall be equipped with a high quality color printer connected to the Goods system. This printer shall be used to print out track charts and other documents. 21) The Goods shall be equipped with rectangular fluorescent operators cab dome light which shall be located near the center of the cab ceiling, operated by a switch located on the fixture, on the operator side. 22) All step-wells and steps shall be illuminated. 23) Cab floor shall be covered with a "soft" floor covering that can easily be washed and offers a good wear resistance. The floor covering, including materials, design and coloring, shall be approved by the Client. Spec 11. Danger-Live Track 1) The Goods shall be equipped with proper Danger-Live Track signs. The danger- live track signs shall be installed so they can be deployed across

any normal ingress or egress opening on the machine. 2) The Goods with multiple exit/ entry access shall have a sign using continuous length of chain, of which the polyethylene/ vinyl type sign can be attached, and each end of the chain shall be equipped with a quick connect snap. Spec 12. Controls 1) All instrumentation gauges shall be industrial, heavy duty and weatherproof. 2) All instrument gauges, switches, valves, levers, controls and adjustments that are used to start, stop, operate or maintain/ service the Goods shall be clearly labeled with weather and wear resistant metal plates permanently secured to the machine or component with rivets. 3) All labeling of controls, switches, locking devices, etc., shall be stated in the English language. Page 30 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 4) Controls shall be placed in easy reach and plain view of the operator and shall not interfere with the operator s view of the work areas. 5) The Goods shall be equipped with an emergency stop push button that will de-activate the engine(s) and all electrical and hydraulic power of the machine. This button shall be provided in all cabs and on the external sides of the Goods. Spec 13. Hand Grabs, Hand Rails, Steps and Platforms 1) The Goods shall be equipped with steps, hand grabs and hand rails to allow persons entering/exiting the machine to have 3-point contact with the steps and hand grabs. 2) Steps, hand rails and hand grabs shall be painted grey. 3) Hand grabs shall be made from cold drawn tubing material. 4) Hand grabs shall be painted with a tough, material which resists Ultra Violet rays, provides a textured, non-smooth, flexible even when hand grabs or gloves are coated durable surface coating abrasion, scratching, chipping and surface for improved gripping with moisture or an oily film.

5) Distance between hand grabs shall be a minimum of 65 centimeters and a maximum of 85 centimeters. 6) The Goods shall not have the first step higher than 40 centimeters above the top of sleeper, based on 60 Kg rail. 7) Steps closed in shall have a minimum 18 centimeters toe clearance. 8) Deck plates and steps shall have a non-skid surface coating material. 9) Adequate drainge shall be provided to prevent water or dirt from accumulating. Spec 14. Lighting, Backup Alarm and Horns 1) White travel lights shall be LED sealed beam lamp assemblies of suspension types made by Speaker Engineered Lighting Solutions or equivalent. The travel lights shall be spot beam type lights. The lights size shall be sufficient for the lighting required by the application. 2)

Travel/running lights shall consist of 2 travel lights(white) and 2 tail lights (red) mounted on a special light bar that will be mounted to be clearly visible to other machine operators infront or behind the Goods. There shall be a light bar with 2 white lights and 2 red lights mounted at each end of the machine (front and back). 3) The selection of travel/running lights shall be controlled by a 2 position weather proof direction toggle switch for Forward/Reverse travel. When activated for forward as labelled direction, the switch shall illuminate the two front white lights and the two rear red lights. When the switch is activated for reverse as labelled travel, the two rear white lights and the two front red lights shall be illuminated. 4) The red brake lights shall be located on each corner of the Goods and shall be activated (all 4 corners) whenever the service brake is applied or parking brake is set/applied. Page 31 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 5) Work lights shall be a flood type beam, for safe operation of the Goods during inclement weather or work windows outside of normal daylight operations. 6) All work lights including those loacted in a high vibration area or in the immediate work zone shall be LED style. They shall include an impact resistant, non-breakable lens and aluminum housing for added durability. These LED Lights shall be made by Speaker Engineered Lighting Solutions or equivalent. 7) The machine shall be equipped with a yellow LED flashing light beacon made by J.W Speaker or equivalent on the top outside of the operator cab roof. 8) A back-up or reverse movement alarm shall be provided. The alarm shall be activated with any reverse movement when compared to the predominate work or travel direction. 9) Horns shall be mounted on both ends (front and back) of the Goods. 10) Air horns shall be trumpet style, and oriented for bi-directional performance. 11) The Goods shall use DC powered electric trumpet style horns using stainless steel componenets if not using air horns. Spec 15. Vigilance Equipment 1) Vigilance equipment shall be included in the Goods. The purpose of the vigilance equipment is to monitor the movements and actions of the driver and initiate a penalty brake application if the driver fails to carry out any actions within a predetermined time. 2) The control system of the Goods shall acknowledge movement of the throttle, brake handle, direction handles or by fixed acknowledge buttons. The fixed buttons are to be momentary push buttons with a light incorporated, and are to be located on the driver's control stand in each operating location in positions to be approved by the Client. 3) A locked or held-down acknowledge push-button shall not be able to over-ride the system. 4) The timing sequence for the vigilance equipment shall be: 1.

0 seconds System reset 2. 70 seconds Warning light iluminated 3. 80 seconds Audible whistle activates in addition to warning light 4. 90 seconds Hand Brake Application 5) Resetting a vigilance penalty brake application shall require the driver to reset the system. 6) The vigilance system funcations shall only be valid for travel mode. Spec 16. Mirrors 1) Two west coast style heated mirrors shall be mounted (One on the left hand side and one on the right hand side). Page 32 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 2) One west coast style mirror shall be mounted infront of the operator for rear view. 3) These mirrors shall be a combination of flat and convex surface. 4) All mirrors shall be mounted in positions to maximize the visibility to the rear of the operator. Spec 17. Service & Preventive Maintenance Features 1) Access openings shall be provided to allow operator or maintenance technician to easily access these areas for all coolant and lubrication level checks or filling. 2) All operator control panels and/or consoles shall have provisions for a hinged, flip-up top cover as well as front and side access panels to allow for easy access and servicing of components. 3) Panel doors for access into serviceable areas shall be provided with spring devices or gass filled struts to keep the doors from inadvertently slamming shut from wind gusts, etc. 4) Ground level service points shall be provided, which shall include such things as, but not limited to: engine oil, fuel filters, grease fitting, manual hydraulic pre-fill pump, etc. 5) A preventive maintenance checklist document should be provided for each of the Goods. This list should focus on all systems and components. 6) The Supplier shall complete a special option information and lubrication data sheet. This shall be included in the machine operation manual. In addition, a copy shall be sent to the Client s Track & Facilties Department in Abu Dhabi-UAE. 7) The Goods shall be equipped with a weather resistant , metal etched comprehensive lubrication and maintenance chart complete with illustrations of mechanisms and easy to read diagrams of all systems. These charts shall contain lube and maintenance requirements at the following intervals: Daily(8 hrs), Weekly (50 hrs), Monthly (200 hrs), Quarterly (600 hrs), Annually (1200 hrs). This information shall also be included in the machine operation manual. Spec 18. Coupling 1) The Goods shall be equipped with couplers and draft gear that shall

comply with the recommended practices. Top operated type F couplers and rubber draft gear with a self-aligning feature shall be applied on the front and rear of the Goods. 2) The Goods shall be equipped with rubber bumpers. Bumpers shall be placed on each corner of the machine directly above the rail. Spec 19. Lifting Requirements 1) The Goods shall be equipped with heavy duty lifting hooks. The Supplier shall propose the required number of lifting hooks along with there locations. The Supplier shall submit the proposal to the Client for approval. 2) The Goods shall be equipped with tie down locations. These shall be heavy duty key-hole type brackets. The Supplier shall propose the Page 33 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 required number of tie down locations. The Supplier shall submit the proposal to the Client for approval. Spec 20. Storage 1) The Goods shall be equipped with lockable storage/tool box(es) with top closing and lockable lid and of adequate size to store miscellaneous tools and/or spare parts. Box(es) shall be weatherproof with holes drilled in the bottom to eliminate water accumulation. Spec 21. Visual Monitorning System 1) The Goods shall be equipped with a visual monitoring system. 2) The system shall include 6 cameras and 1 color monitor. 3) The monitor shall provide views of all six locations at the same time in a spilt view arrangement. 4) The monitor shall have the touch screen feature. This feature shall enable the operator to select the camera view that he/she would like to enlarge or zoom in on. 5) The cameras shall be positioned in the following locations: . Front end of the machine.This camera shall provide front view of the machine. . Rear end of the machine. This camera shall provide rear view of the machine. . Front right hand side view of the work head area. . Rear right hand side view of the workhead area. . Front left hand side view of the workhead area. . Rear left hand side view of the workhead area. Spec 22. RFID Tag 1) Two passive electronic identification tags (RFID tags) shall be provided on the Goods and located on the side sill, at opposite corners of the Goods. Location of tags shall be submitted to the Client for approval. RFID tags shall conform to the EPC C1G2 resp. ISO 18000-6c which follows both ETSI and FCC regulations (865-869 MHz). RFID tags shall be programmed by the Client or its representative. Spec 23. Provision for ETCS Level 2 Signalling On-board Equipment 1) The Supplier shall provide a space provision for a 14u rack with a 430 mm base width.

2) The Supplier shall provide a minimum of 70 mm for all sides in addition to the rack space for ventilation pruposes. 3) The Goods shall be equipped with a 24/12 VDC converter for the equipment powersource. 4) The Supplier shall provide software and hardware interface in the Goods main processor for ETCS Level 2 equipment. Page 34 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Spec 24. Other Requirements 1) The Goods shall have a tool cab (tool room). 2) The Goods shall have an Aeroquip hose crimping machine (or equivalent) that is capable of crimping a number 24; 4-braid hose in the tool cab. 3) The Goods shall have a dry ice making machine in the tool cab. 4) The Goods shall have a bushing press machine in the tool cab. 5) The Goods shall have a drill press machine in the tool cab. 6) The Goods Cab(s) shall be equipped with a 9 kg (20 lbs) fire extinguisher each. 7) The Goods shall receive at least one coat of a good quality, anticorrosion primer paint. All paints used shall offer excellent abrasion and weathering resistance. They shall be formulated to resist discoloration caused by sunlight and UV rays. Paints shall be chrome and cadmium free. Standards, materials and quality of work performed for the surface preparation and coating of all related exposed surfaces shall comply with the relevant standard of the National Association of Corrosion Engineers (NACE) for surfaces exposed to an environment of granulated sulphur. The paint scheme and paint specifications shall be submitted to the Client for approval. 8) Exterior car body shall be painted using an alkyd primer, a two-component polyurethane color coat and finished with a polyurethane clear coat. Hand grabs shall be painted with a tough, durable surface coating material which resists Ultra Violet radiation, abrasion, scratching, chipping and provides a textured, non-smooth, flexible surface for improved gripping when hand grabs or gloves are coated with moisture or oily film. The paint specifications shall be submitted to the Client for approval. 9) Car body interiors, including inside surfaces of hoods, cabs and lockers other than operator s cab, shall be finished in grey or beige. Operator s cab interior shall be finished in brown and beige. The paint specifications shall be submitted to the Client for approval. 10) The exterior of the Goods shall be painted yellow. The overall color scheme of the machine shall be submitted to the Client for approval. 11) Under no circumstances shall the rail wheel tread surface be painted.

12) The working weight of the Goods shall be stenciled on the machine and stamped/engraved on the serial number plate. The following shall be stenciled on the machine: Machine length, width, height measured in the travel configuration. 13) The Client machine identification numbers shall be stencilled on the Goods. The manufacturer serial number tag shall be permanently stamped with the model year of the machine. 14) The Client will provide the Supplier with the Client s Logo. The Supplier shall print the logo and place it on the machine. 5.3 Settlement of Changes and Deviations Spec 1. In the event that the Supplier proposes a change in design and manufacturing deviating from this Specification, the Supplier shall provide Page 35 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 rationale and supporting documentation with the proposed change. The Supplier shall state why the change is being proposed, demonstrate compatibility of the proposal with the Client s railway requirements, demonstrate how the performance standards are to be met and request approval from the Client. The Client will consider the Supplier s proposal but is not obliged to approve the proposed change. 5.4 Standards and Specifications Equivalency Demonstration Spec 1. Should the Supplier select standards other than those referenced in this Specification, the Supplier shall state why the change is being proposed, demonstrate compatibility of the proposal with the Client s railway requirements, demonstrate how the performance standards are to be met and request approval from the Client. The Supplier shall submit to the Client, for consideration, comprehensive evidence of the equivalency of the selected standard with the standard referenced in this document. The Client will consider the Supplier s proposal but is not obliged to approve the proposed change. 6.0 DOCUMENTATION REQUIREMENTS 6.1 General Spec 1. The Supplier shall provide all the documentation required in this Specification. 6.2 Weights and Measures Spec 1. In the United Arab Emirates, the metric units for weights and measures apply. All drawings and documents shall show metric units. Where imperial units are shown, they shall be indicated in brackets for reference only. 6.3 Media and Format Spec 1. All documentation required in this Specification shall be provided in both hard and soft copy (CD/DVD media). 6 hard copies and 6 soft copies shall be provided. Spec 2. Except as otherwise specified in this Specification, computer file formats shall be Microsoft Office compatible for text and tables, AutoCAD compatible for drawings, "JPEG" for photographs and "MPEG" for video. 6.4 Final Goods Specification Spec 1. The Supplier shall provide a Specification Schedule of the Goods as supplied. This document shall reflect all changes agreed upon between the Supplier and the Client up to the delivery and acceptance of the Goods. 6.5 Drawings Spec 1. All drawings shall be produced electronically utilizing computer-aided software. Wording shall be in the English language. Spec 2.

Drawings shall respect a comprehensive hierarchy that link all drawings together. Unlinked drawings are not permitted. Spec 3. All drawings shall include a title block, the drawing number, title, date, revision index, contract number, weight of assembly, reference to next assembly, if any, and signatures of the engineers in charge. Page 36 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Spec 4. Assembly drawings shall include a complete Bill of Material and Parts List describing all items and special details which form part of the assembly. Spec 5. Components pertaining to equipment supplied by others shall be clearly indicated on the drawings and shall not be referenced such that changes to those components require a change to the drawings. 7.0 PROJECT EXECUTION PLAN 7.1 General Spec 1. The Supplier shall submit a comprehensive Project Execution Plan. As a minimum, the Project Execution Plan shall consist of the following: Names of the Supplier s key personel assigned to the Contract List of major Suppliers of components and sub-assemblies not manufactured by the Supplier 7.2 Key Contract Members Spec 1. As a minimum, the Supplier s key personnel shall consist of the following: Contract Manager Engineering Manager Production Manager Field Support Engineer (see Section 10) QA Manager 7.3 Contract Schedule Follow-up Spec 1. The Supplier shall update the contract schedule as the contract evolves and shall submit the updated contract schedule to the Client on a monthly basis. 8.0 QUALITY ASSURANCE Spec 1. The Supplier and all Suppliers of Goods components and materials shall be certified under AAR Specification M-1003 for Quality Assurance or equivalent. Spec 2. Production of the Goods and any of its constituents shall not start until the Supplier has obtained AAR certification under AAR Specification M-1003 or equivalent for Quality Assurance for itself and its major suppliers and sub-contractors. Spec 3. The Supplier shall be responsible for performing and/or supporting all the tests called for in this Specification and the AAR Specifications, Standards and Good Indutry Practice, which are required to demonstrate

functionality, performance and compliance of the Goods. Spec 4. The Client reserves the right to witness itself any or all manufacturing processes and testing processes. For testing, the Supplier shall give the Client written notice at least 30 calendar days prior to the start of any test activity. Page 37 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Spec 5. All the test instrumentation, preparation and execution and/or support of testing shall be the responsibility of the Supplier. Personnel performing the tests shall have the necessary knowledge and skills to set up, execute and report the test results. Spec 6. The Supplier shall prepare and submit comprehensive test reports to the Client no more than two weeks after completion of any test. 9.0 WORKMANSHIP, PROCESSES AND MATERIALS Workmanship standards shall conform to Good Industry Practices as applicable to each area of the Goods. Good workmanship shall be maintained to prevent injury to operatin g personnel, maintenance personnel and installation personnel (no sharp edges, bur rs, protrusions, etc.). Spec 1. Rough welds and any sharp edges and corners shall be ground off. All weld spatters shall be removed. All aspects of welding, fastening and manufacture of the Goods shall be to a standard of quality and professionalism consistent with what is reasonably expected of an interentional supplier of maintenance equipment that is required to operate with the levels of availability, reliability and design life defined in this technical specification. Standards, materials and quality of work performed for the surface preparation and coating of all related exposed surfaces shall comply with the relevant standard of the National Association of Corrosion Engineers (NACE) for surfaces exposed to an environment of granulated sulphur. Spec 2. The materials and components entering in the construction of the machine shall be new, unused and of current manufacture. Spec 3. Standard industrial grade and readily available components shall be used as much as possible and wherever practical, shall be interchangeable.The Supplier shall make all possible efforts to maximize standardization of components and minimize variety of parts. The Goods shall be free from defects such as incomplete welds, welds that cross welds, corrosion, loose or improper fastenings, leaks or contamination and any other defects that could impair its operation or serviceability. Spec 4. All tubular frame members and closed pockets shall have drain holes incorporated at the lowest point to ensure water and/or condensation is not trapped within. Upon completion of manufacture and before any operation shall begin, all parts o f the Goods shall be clean and free from scale, rust, water or any contaminant. 10.0 FIELD SUPPORT

Spec 1. Prior to delivery of the Goods, the Supplier shall designate, subject to approval by the Client, a field support engineer who shall: Be responsible for on-site testing and commissioning. Supervise any required warranty work. Process warranty claims. Page 38 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Provide on-site technical support. Coordinate technical support by subcontractors. Support maintenance, repair, and trouble-shooting activities. Provide documentation, drawings and schematics to support maintenance and repairs. The field support engineer shall be on site when the Goods are delivered. The Supplier s field support engineer shall have a solid understanding of the operation of the Goods and its subsystems, and shall be able to trouble-shoot and analyze operating anomalies and service defects. The field support engineer shall be able to diagnose system defects, locate faults to removable component level and repair the defects. The Supplier s field support engineer shall demonstrate the proper use of all special tools and test equipment defined in this Specification. Field support activities provided by the Supplier shall include, but not be limited to: Receiving inspection and preparation of the Goods for operation after arrival at the Client s site. Acceptance testing, including instrumentation, documentation, and any repairs or adjustments to the Goods. For the duration of the warranty period, gathering data and correcting faults that are discovered. Assistance to the Client in troubleshooting and repairing the Goods during the warranty period. Using daily failure reports, maintain a record of failures and problems with the Goods during the warranty period, to identify any areas where changes in design or material may be needed. Maintaining a sufficient stock of replacement parts for warranty repairs throughout the warranty period to minimize material related downtime. A list of available parts shall be maintained by the Supplier. Incorporation of approved changes to the design and construction of the Goods and/or completion of open items, and their inspection and testing. 11.0 SPARE PARTS LIST Spec 1. The Supplier shall provide a list of Recommended Spare Parts in support of the scheduled maintenance of the Goods as well as unscheduled repairs for a minimum of 2 years following acceptance of the Goods by the Client, with quantities and prices. The list shall include consumables as well as long lead replacement parts critical to the availability of the Goods.

Spec 2. The Supplier shall use its best commercial efforts to supply spare parts promptly on request from the Client. If the original spare part is no longer available, the Supplier shall use its best commercial efforts to supply an alternative part of the same quality and performance as the original part. Page 39 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Spec 3. Spare parts shall bear the original manufacturer's name and part number. The list of Recommended Spare Parts shall not be part of the Bid Evaluation. The Client reserves the right to place an order for the complete list of Recommended Spare Parts or a subset thereof. 12.0 SPECIAL TOOLING Spec 1. The Supplier shall include in its price 4 sets of all special tools and equipment required for the inspection and regular maintenance of the Goods. Special tools and equipment mean any tools or equipment that is not commercially available to the Client from a source other than the Supplier. 13.0 TECHNICAL MANUALS Spec 1. The Supplier shall provide the technical manuals providing operating and maintenance instructions of the following items: Commissioning manual (3 hard copies, 1 electronic version) Maintenance manual (3 hard copies, 1 electronic version) Operation manual (3 hard copies, 1 electronic version) Drawings and descriptions for all standard and non standard parts. 14.0 ON-SITE TRAINING 14.1 General Spec 1. The Supplier shall be responsible for developing all the required Maintenance training, including training aids. Spec 2. A Train the Trainer type training shall be developed and conducted at the request of the Client. Spec 3. Training shall be on-site. However alternatives may be considered, subject always to the Client s approval. Spec 4. All training sessions shall be done in the English language. Training shall be completed before the Acceptance Certificate is issued by the Client. 14.2 Training Plan The Supplier shall submit a comprehensive Train the Trainer Training Plan to the Client for review and approval. The Training Plan shall include the subjects cov ered, the time required for each session, the maximum number of personnel per session and the training material required for each session. For the purpose of drawing up the Training Plan, the Supplier shall assume an audience of 15 trainees and a duration of 2 weeks. 14.3 Training Aids Spec 1. The Supplier shall be responsible for providing all the training aids required in its Training Plan. The training aids shall become the property of the Client after completion of the training.

Page 40 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Spec 2. Wording for all written and voice training aids shall be in the English language. Spec 3. The Supplier shall provide a complete set of training material to the Client for review. Spec 4. The Supplier shall video the training sessions and a copy shall be provided to the Client in DVD format. 15.0 FACTORY ACCESS 15.1 General The Supplier shall allow the Client (and its agents) access to all the facilitie s where the manufacture of the Goods is being undertaken. 15.2 QA/QC The Supplier shall provide the Client with copies of its QA/QC Plans and shall a t all times comply with the QA/QC Plans. Page 41 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section IV. Bidding Forms Page 42 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Bidder Information Form [The Bidder shall fill in this Form in accordance with the instructions indicate d below. No alterations to its format shall be permitted and no substitutions shall be accep ted.] Date: [insert date (as day, month and year) of Bid Submission] Page ________ of_ ______ pages 1. Bidder s Legal Name: [insert Bidder s legal name] 2. In case of JV, legal name of each party: [insert legal name of each party in JV] 3. Bidder s Country of Registration: [insert Country of Registration] 4. Bidder s Year of Registration: [insert Bidder s year of registration] 5. Bidder s Legal Address in Country of Registration: [insert Bidder s legal address in country of registration] 6. Bidder s UAE and Abu Dhabi Representative: Yes .No . ( if yes then complete item 7 ) 7. Bidder s UAE and Abu Dhabi Authorized Representative Information Name: [insert Authorized Representative s name] (if Authorized Representative is a Company then provide the name/names of Owners). Owners Names : [insert all owners names] Address: [insert Authorized Representative s Address] Telephone/Fax numbers: [insert Authorized Representative s telephone/fax numbers] Email Address: [insert Authorized Representative s email address] 8. Attached are copies of original documents of: Articles of Incorporation or Registration or other evidence of legal incorporati on. Page 43 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Bid Submission Form Etihad Rail Company PJSC Date: 8th Floor, Makeen Tower P.O. Box 989 Abu Dhabi U.A.E. Attention: Projects Procurement Director Subject: Invitation to Bid for Procurement of Railway Maintenance Equipment Contract No. P1001 Bid Letter 1. Having examined the Contract and such other documents referred to in the Bid Documents for the provision of the above Goods, we hereby offer to supply the Goods in conformity with the Contract and hereby submit our Bid. 2. We confirm that we have taken into account in our Bid the following Bid Bulletin s and Bid Clarifications issued by you since the issue of the Invitation to Bid : Bid Bulletins __________________________ __________________________ Bid Clarifications __________________________ __________________________ 3. We confirm that our Bid is in exact and full accordance with the Bid Documents. 4. We certify that we have carefully examined the Bid Documents including any Bulletins thereto and that we have satisfied ourselves as to matters which can i n any way affect the supply of the Goods or the cost thereof. 5. We certify that the information submitted by us as part of our Bid is complete a nd accurate in all respects. We agree that the Client will not be responsible for a ny errors or omissions on our part in preparing this Bid. 6. If we are in default you shall have the right to invoke the Bid Security. 7. We acknowledge that you are not obliged to accept the lowest Bid, any Bid or our High Speed Tamper

Bid, and may at any time reject our Bid at your sole discretion. Page 44 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 8. This Bid shall remain open for acceptance for a period of 120 days from the date fixed for submission of Bids or any other periods of extension as granted by the Client. 9. We agree to bear all costs incurred by us in connection with preparation and submission of this Bid whether or not successful, and to bear any further costs incurred by us prior to contract award. 10. If we are successful, we agree to proceed with the supply of the Goods in accordance with the terms of the Contract. 11. If we are not selected, we confirm that we will return to your offices, within 1 5 days of being so notified by you, all Bid Documents, including all copies of electronica lly issued materials, diskettes/CD-ROMS or any other means of recorded material. 12. Words and expressions defined in the Bid Documents shall have the same meaning when used in this letter. Signature: Name: In the Capacity: duly authorized to sign this Bid for and on behalf of the Bidder Bidder: Dated: Home Office: ____________________________ ____________________________ ____________________________ ____________________________ Attention: (Name and Capacity of authorized representative for Bid negotiations) Address in the UAE ____________________________ ____________________________ ____________________________ ____________________________ Page 45 of 111 (P.O. Box or Street and No.) (Emirate) (Telephone No.) (Facsimile No.) (P.O. Box or Street and No.) (State and Country) (Telephone No.) (Fax No.)

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 ETIHAD RAIL COMPANY PJSC HIGH SPEED TAMPER CONTRACT NO. P1001 FORM OF BID FORM - ANTI COLLUSION CERTIFICATE 1. We certify that this Bid is made in good faith, and that we have not fixed or ad justed the amount of the Bid under or in accordance with any agreement or arrangement with any other person. We also certify that we have not and we undertake that we will not in relation to our Bid: 1.1 (a) communicate to any person other than the Client the amount of the Bid, excep t where the disclosure, in confidence, of the amount was necessary to obtain insurance premium quotations required for the preparation of the Bid; (b) enter into any agreement or arrangement with any person that they shall refrain from tendering or that they shall withdraw any tender once offered or vary the amount of any tender to be submitted. 1.2 pay, give or offer to pay or give any sum of money or other valuable considerati on directly or indirectly to any person for doing or having done or causing or havi ng caused to be done in relation to any other tender or proposed tender for the wor k and services, any act or thing of the sort described in paragraph 1.1 (a) or (b) abo ve. 2. We further certify that the principles described in paragraphs 1.1 and 1.2 above have been, or will be, brought to the attention of all subcontractors, suppliers and associated companies providing services or materials connected with our Bid and any contract entered into with any such subcontractors, suppliers or associated companies will be made on the basis of compliance with the above principles by a ll parties. 3. In this certificate, the word person includes any body or association, corporate o r unincorporated; any agreement or arrangement includes any transaction, formal or informal and whether legally binding or not; and work and services means the work and services in relation to which this Bid is made. Signed: .. Name: Position: .. ..

Duly authorised for and on behalf of: The Bidder: .............................................................. Address: .............................................................. Date: ........................................................... Page 46 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Bid Security (Bank Guarantee) FORM OF BID SECURITY Date: [.] 2011 To: Etihad Rail Company PJSC From: [ name of Bank ], [ insert location of branch in the UAE ] Branch Copy: [Contractor name] Re: Our Irrevocable Bid Security Dear Sirs, We have been informed that [ ] (the Bidder) has submitted to you Etihad Rail Com pany PJSC (the Client), itsBid for [ ][name and number and brief description of contr act] under the Invitation to Bid (ITB) dated [ ] 2011 . Futhermore, we understand that, according to the conditions of the ITB, bids mus t be supported by a Bid security. At the request of the Bidder, we, [ ], [ ] Branch (the Bank), hereby irrevocably undertake to pay to the Client, notwithstanding any objection which may be made by the Bidder , any sum or sums not exceeding AED 250,000.00, Two Hundred Fifty Thousand only (Bond Amou nt) upon receipt by us of a first demand in writing (in the form, or substantially i n the form, of the payment demand in Annex 1) stating that the Bidder is in breach of its obligatio n(s) under the conditions of the ITB, because the Bidder: (a) Has withdrawn its Bid during the period of proposed validity specified by th e Bidder in its Bid Letter; or (b) Having been notified of the acceptance of its Bid by the Client during the p eriod of proposed validity, (i) fails or refuses to execute the contract agreement or (ii) fails or refuses to furnish the performance securities, as described in and in accordance with the ITB. We hereby irrevocably and unconditionally agree and undertake as follows: 1. Upon you giving written demand to us in the form, or substantially in the form, attached hereto as Annex 1 (a Payment Demand), purporting to be signed by two authorised officers of the Client, that you are entitled under the ITB to make s uch demand, we will pay to you such amount as you may specify in the Payment Demand, but not exceeding the Bond Amount.

2. Our obligations under this Bond shall be valid from the date hereof and shall co ntinue to be so valid with respect to any Payment Demand as is received by us not later than the earliest of the following dates (such earliest date, the Expiry Date): (a) If the Bidder is the successful Bidder, the date of our receipt of copies of the contract agreement signed by the Bidder and the performance securities issued to the Client upon the instruction of the Bidder; and Page 47 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 (b) If the Bidder is not the successful Bidder, upon the earlier of: 1. the date of our receipt of a copy of your notification to the Bidder of the name of the successful Bidder; and 2. 60 days after the expiration of the Bidder s Bid; (c) The date this Bond shall have been paid in full. Upon the Expiry Date, this Bond shall become null and void and shall not be vali d with respect to any Payment Demand received by us after the Expiry Date. When the validity of this Bond has expired it must be returned to us for cancellation , but, whether or not this Bond has been so returned for cancellation, any demand recei ved after the Expiry Date shall be ineffective and not accepted, and we shall be rel eased from any obligation hereunder even if, in breach of this provision, such return has not taken place. 3. Any payment by us hereunder shall be in AED free and clear of and without any deduction for or on account of any present or future taxes, levies, imposts, dut ies, charges, fees, deductions or withholdings of any nature whatsoever and by whomsoever imposed. 4. Our obligations hereunder are of a continuing nature, constitute direct, primary , irrevocable and unconditional obligations and shall not require any previous not ice to or claim against the Bidder. 5. This Bond is not personal to you and the right to receive payment under it may b e assigned, with our prior consent (such consent not to be unreasonably withheld), by you to anyone to whom your rights are assigned under the ITB whereupon we shall be obliged to make any payment claimed by you under this Bond to the person, fir m or company specified in the notice which shall constitute a full and valid disch arge to us in relation to that payment. 6. All correspondence and any Payment Demand under this Bond are to be directed to our office at [.], attention: [.] and shall mention this Bond Number [.]. Our Guarantees Department telephone number is [.] and facsimile number is [.]. 7. Drawings under this Bond must be by presentation of the Payment Demand accompanied by the original of this Bond and received at our office stated above . If we receive your Payment Demand in the UAE on any UAE banking day, we will honour the Payment Demand and make payment within three UAE banking days after receipt of the Payment Demand.

8. This Bond shall be governed by and construed in accordance with the laws of the Emirate of Abu Dhabi. In the event of any dispute relating to this Bond, we here by agree to submit to arbitration in Abu Dhabi with regard to all matters arising f rom or in connection with this Bond such arbitration to be conducted in accordance with th e Rules of the International Chamber of Commerce and in the English language. Page 48 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 IN WITNESS of which this Bond has been executed by us and has been delivered on the date which appears first on page 1 [ ] , [ ] Branch By: ..

Authorised signatory Name and title [The Bank shall fill in this Bank Guarantee Form in accordance with the instruct ions indicated.] Page 49 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 ANNEX - 1 Form of Payment Demand Date: [date] To: [ name of Bank ], [ insert location of branch in the UAE ]Branch ],] [Address] From: Etihad Rail Company PJSC (the Client) Copy: [Bidder s name] Re: Demand on the Bid Security [number] issued on [date] by [ ], [ ] Branch, [Addres s] (the Bond). Dear Sirs, We, the undersigned, being the beneficiary under the above captioned Bond issued by [ ], [ ] Branch, on the instructions of [ ] (the Bidder), hereby request you to pay t o us the amount of AED [amount in figures and letters] only. We are entitled under the In vitation to Bid (ITB) to make such demand as the Bidder is in breach of its obligation(s) un der the conditions of the ITB because it: *Has withdrawn its Bid during the period of proposed validity specified by the B idder in its Bid Submission Form. *Having been notified of the acceptance of its Bid by the Client during the peri od of proposed validity, (i) has failed or refuses to execute the contract agreement o r (ii) has failed or refuses to furnish the performance securities, as described in and in accordance with the ITB. [* Delete whichever is not applicable] Please make payment on this demand by wire transfer to the following account: [Insert account details]. Etihad Rail Company PJSC By: ______________________ Name: ______________________ Bid Security

Title: ______________________ By: ______________________ Name: ______________________ Title: ______________________ Page 50 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Price Schedule Forms Price Proposal Submission Sheet Page 51 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Date: To: Etihad Rail Company PJSC We, the undersigned, declare that: (a) We have examined and have no reservations to the Bidding Document, including Addenda No.: (b) We offer to supply in conformity with the Bidding Document _____________________________________________________________________ (c) The total price of our Bid, excluding any discounts offered in item (d) belo w is: (d) The discounts offered and the methodology for their application are: (e) The following commissions, gratuities or fees have been paid or are to be pa id with respect to the bidding process or execution of the Contract: Name of Recipient Address Reason Amount (If none has been paid or is to be paid, indicate none. ) Name In the capacity of Signed Duly authorized to sign the Bid for and on behalf of Date Page 52 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Price Schedule Railway Maintenance Equipment - High Speed Tamper

AED Dirhams Date:________________________ ICB No: _____________________ Page N. ______ of ______ 1 2 3 4 5 6 7 8 9 Description of Goods Country of Origin Delivery Date as defined by Incoterms Quantity and physical unit DDP Price per line item (Col. 5x6) Total Price per Line item (Col. 7+8) 1a. High Speed Tamper One Duty AED on all Goods [ ] Total Lump Sum Price Optional line Items 1f 2 years warranty (extended from one year) N/A 1i Delivery to Mina Zayed Port only N/A Name of Bidder [insert complete name of Bidder] Signature of Bidder [signature o f person signing the Bid] Date [Insert Date] Page 53 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Price Schedule - Services AED Dirhams Date:_________________________ : _____________________ Page N. ______ of ______ 1 2 3 4 5 6 Line Item N . Description of Services Service Delivery Date Quantity and/or physical unit Total Price per Line item (Col. 4 x 5) 1g. On-site operation and maintenance training including Train the Trainer courses First delivery + 3 weeks See Specification Schedule 1h. Field support First delivery See Specification Schedule Total lump sum for services Name of Bidder [insert complete name of Bidder] Signature of Bidder [signature o f person signing the Bid] Date [Insert Date] Page 54 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Manufacturer s Authorization [The Bidder shall require the Manufacturer to fill in this Form in accordance wi th the instructions indicated. This letter of authorization should be on the letterhead of the Manufacturer and should be signed by a person with the proper authority to sign documents that are binding on the Manufacturer. The Bidder shall include it in its bid, if so indicated in the BDS.] Date: [insert date (as day, month and year) of Bid Submission] Alternative No.: [insert identification No if this is a Bid for an alternative] To: Etihad Rail Company PJSC WHEREAS We [insert complete name of Manufacturer], who are official manufacturers of [in sert type of goods manufactured], having factories at [insert full address of Manufacturer s fa ctories], do hereby authorize [insert complete name of Bidder] to submit a bid the purpose of which is to provide the following Goods, manufactured by us [insert name and or brief descri ption of the Goods], and to subsequently negotiate and sign the Contract. We hereby extend our full guarantee and warranty in accordance with Clause 20 of the General Conditions of Contract (Warranty period ), with respect to the Goods off ered by the above firm. Signed: [insert signature(s) of authorized representative(s) of the Manufacturer ] Name: [insert complete name(s) of authorized representative(s) of the Manufactur er] Title: [insert title] Duly authorized to sign this Authorization on behalf of: [insert complete name o f Bidder] Dated on ____________ day of __________________, _______ [insert date of signing ] Page 55 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 PART 2 - Supply Requirements Page 56 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section V. Schedule of Requirements 1. List of Goods and Delivery Schedule Railway Maintenance Equipment High Speed Tamper Line Item N . Description of Goods Quantity Physical unit Final (Project Site) Destination as specified in BDS Delivery (as per Incoterms) Date Earliest Delivery Date Latest Delivery Date Bidder s offered Delivery date [to be provided by the Bidder] 1. High Speed Tamper One One Mirfa Depot, Abu Dhabi, UAE 2. 3. 4. 5. Name of Bidder [insert complete name of Bidder] Signature of Bidder [signature o f person signing the Bid] Date [Insert Date] Page 57 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 2. List of Related Services Service Description of Service Requirements Final Completion Date(s) of Services 1. On-site operation and maintenance training See Specification Schedule 2. Field support. See Specification Schedule Name of Bidder [insert complete name of Bidder] Signature of Bidder [signature o f person signing the Bid] Date [Insert Date] Page 58 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 PART 3 - CONTRACT Page 59 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section VI ARTICLES OF AGREEMENT THIS AGREEMENT is effective as of the day of 2011 (the Commencement Date) is entered into in Abu Dhabi, United Arab Emirates BETWEEN: (1) Etihad Rail Company PJSC, a company established in accordance with Federal Law No. (2) of 2009 and by Resolution of the Cabinet No. 2 of 2010, having its head office at 17th Floor, Makeen Tower, PO Box 989 Abu Dhabi, United Arab Emirates with commercial registration number 1172188 (including its legal successors in title or assignees) ( Client ); and (2) [ ] organized and registered under the laws of [ ] having its registered place o f business at [ ] , PO Box[ ] , [ ] ( Supplier ) BACKGROUND: (A) The Client wishes to appoint a Supplier to provide railway maintenance equipment (the Goods and Related Services) relating to certain aspects of the Etihad Rail project. (B) The Supplier has considerable expertise in this area. (C) In that connection, the Supplier has been appointed by the Client to provide the Goods and Related Services (as described in Schedule 1) and the Supplier accepts such appointment in accordance with the terms of this Agreement. NOW IT IS AGREED AS FOLLOWS: 1. Agreement This Agreement comprises: Articles of Agreement and General Conditions of Contract (GC) Schedule 1: Specification Schedule Schedule 2: Pricing Schedule Schedule 3: Performance Bond Schedule 4: Advance Payment Bond Schedule 5: Parent Company Guarantee Schedule 6: Project Execution Plan Schedule 7: Notice Details

Schedule 8: Options Special Conditions of Contract (SC) The documents forming this Agreement are to be taken as mutually explanatory of one another. For the purposes of interpretation, the priority of the documents shall be in accordance with General Condition 1.2 (l). Page 60 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 2. Goods and Services In consideration of the sums payable by the Client to the Supplier, the Supplier agrees to provide the Client with the Goods and Related Services on and subject to the terms of this Agreement. 3. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Abu Dhabi and the applicable federal laws of the UAE. IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of the date written above. Supplier Client Etihad Rail Company PJSC By: ___________________________ By: ___________________________ Name: ___________________________ Name: ___________________________ Title: ___________________________ Title: ___________________________ Page 61 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section VI. General Conditions of Contract GENERAL CONDITIONS OF CONTRACT (GC) 1. Definitions and interpretation 1.1 In these Conditions, the following words and expressions shall have the following meanings: Advance Payment means the payment described as such in Condition 10 (Payment terms). Advance Payment Bond means a bank guarantee securing the Advance Payment in the form (or substantially in the form) set out in Schedule 4. AED means Dirhams, the lawful currency of the UAE. Affiliate means in relation to a person, any other person that directly or indirectly controls, is controlled by, or is under common control with, such person. For the purposes of this definition, the term control (including the terms controlled by and common control with ) means ownership or control (whether directly or indirectly) of 50% or more of the equity share capital, voting capital or the like of the controlled entity or the right to direct that such person makes a particular decision or the right to exercise more than 50% of the voting rights in the appointment of the directors or other management of such person. Client means Etihad Rail Company PJSC, a company established in accordance with Federal Law No. (2) of 2009 and by Resolution of the Cabinet No. 2 of 2010. Commencement Date means the date of the Contract. Contract means the agreement entered into between the Client and the Supplier which incorporates these Conditions, and the requirements set out or referred to in that agreement, including all appendices, schedules and other documents incorporated by reference therein. Contract Price means the price payable to the Supplier as specified in the Contract, subject to such additions thereto or deductions therefrom as may be made pursuant to the Contract. Final Destination means Mirfa Depot, Abu Dhabi UAE via Mina Zayed Port, Abu Dhabi UAE. GC means these General Conditions of Contract. Good Industry Practice as a standard of conduct, means standards, practices, methods and procedures conforming to the law and the exercise, in good faith, of that degree of skill, diligence, prudence and foresight that woul d reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances and conditions. Page 62 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Goods means such goods as are to be supplied by the Supplier under the Contract, as specified in the Specification Schedule. Insolvency means in respect of any person, (i) the passing of a resolution for its winding-up or the making by a court of competent jurisdiction of an order fo r its winding-up or a bankruptcy order; or (ii) the making of an administration order in relation to that person or the appointment of an administrative receiver; or (iii) an arrangement or composition being made with its creditors generally or the making of an application to a court of competent jurisdiction f or protection from its creditors generally; or (iv) any analogous event or proceedings taking place in any other jurisdiction. Intellectual Property means patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, copyright (including rights in computer software); know-how and other proprietary knowledge and information; and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effe ct anywhere in the world and all rights under licenses and consents in respect of any of the rights and forms of protection mentioned in this definition. Independent Safety Assessor (ISA) means the consultant appointed by the Client to independently confirm that the Project is compliant with all applicabl e and relevant requirements, rules, standards and technical specifications, and that all safety risks have been identified and eliminated, or reduced to an acceptable level, and therefore the railway is fit for operation in public use. Lenders means any entity or entities providing loans, credits or other financing to the Client in respect of the Project (or any part thereof) and any secured parties under any financing agreements entered into in respect of the Project (or any part thereof) including the agent or trustee on behalf of such parties. Parent Company Guarantee means a guarantee as referred to in Condition 12.6 in the form (or substantially in the form) set out in Schedule 5. Party means the Supplier or the Client individually, and Parties jointly. Performance Bond means a bank guarantee as referred to in Condition 12.2 and in the form (or substantially in the form) set out in Schedule 3. Pricing Schedule means the schedule containing details of the Contract Price. Project means the various infrastructure development, construction and other works being or to be undertaken by the Client in connection with developing and operating a national rail transport system in the UAE. Project Execution Plan or PEP means the plan of that name to be provided by the Supplier and approved by the Client, as more particularly described in Schedule 6 (Project Execution Plan). Quality Standards means the quality standards that a skilled and experienced

operator in the same type of industry or business sector as the Supplier exercising Good Industry Practice would reasonably and ordinarily be expected to comply with, and as may be further detailed in the Specification Schedule. Page 63 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Related Services means the services incidental to the supply of the Goods, such as insurance, installation, training and initial maintenance and such other obligations of the Supplier under the Contract. SC means the Special Conditions of Contract (if any) as contained in this Contract. Specification means the description of the Goods to be supplied under the Contract as set out in the Specification Schedule including, where appropriate, the quantity of the Goods and any applicable Quality Standards; the location to which the Goods are to be delivered and, where relevant, installed; any equipment with which the Goods must be compatible; the date(s) and time(s) of delivery of the Goods and any necessary training or instruction to be given to the Client by the Supplier in connection with the use or maintenance of the Goods. Specification Schedule means the Schedule containing details of the Specification. Subcontractor means any person to whom the supply of any part of the Goods or execution of any part of the Related Services is subcontracted by the Supplier. Supplier means the person named as such in the Contract. UAE means the United Arab Emirates. Warranty Period has the meaning given to that term in Condition 20 (Warranty period), or as otherwise specified in the SC. Wilful Default means an intentional, conscious or reckless disregard of any provision of this Contract. Working Day means any day which is not Friday, Saturday or a Public Holiday in the UAE. 1.2 Interpretation The following rules of construction and interpretation apply to this Contract, unless the context requires otherwise: (a) A reference to a company is a reference to any incorporated limited liability company, joint stock company, corporation or partnership; (b) A reference to a person includes any person, firm, company, government, state or agency of a state, or any association or trust (whether or not having separate legal personality) or two or more of the foregoing; (c) References to this Contract or to any other agreement or document referred to in this Contract mean this contract or such other agreement or document as amended, varied, supplemented, modified or novated from time to time and include the Schedules and the Appendices; (d) Reference to Condition(s), Schedule(s) and Appendice(s) are

references to condition(s), schedule(s) and appendice(s) of and to this Page 64 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Contract, references to paragraphs are, unless otherwise stated, references to paragraphs of the Schedule or Appendix in which the reference appears; (e) References in the singular will include references in the plural and vice versa and words denoting any gender will include any other gender; (f) Headings will be ignored in construing this Contract; (g) The words herein and hereunder refer to this Contract as a whole and not merely to the Condition, Schedule or Appendix in which such words are used; (h) All periods of time are based on, and computed according to, the Gregorian calendar; (i) References to days are to calendar days and to months are to calendar months; (j) The words include and including are to be construed without limitation; and (k) References to a statute, treaty or legislative provision, rule, regulation, policy, procedure or standard or to a provision of any of them will be construed, at any particular time, as including a reference to any modification, extension or re-enactment at any time then in force. (l) In the event of any inconsistency or conflict between the documents forming this Contract, then they shall be construed in accordance with the following order of precedence: (i) Articles of Agreement (ii) Special Conditions (iii) Specification Schedule (iv) General Conditions (v) All other documents. 1.3 Incoterms (a) Unless inconsistent with any provision of the Contract, the meaning of any trade term and the rights and obligations of the Parties thereunder shall be as prescribed by Incoterms. (b) The terms EXW, CIP, CIF, DDP and other similar terms, when used, shall be governed by the rules prescribed in Incoterms (edition 2000) as published by the International Chamber of Commerce in Paris, France. 2. Contract Documents Subject to the order of precedence set out in the Contract, all documents forming the Contract (and all parts thereof) are intended to be correlative, complementary and mutually explanatory. The Contract shall be read as a whole. Page 65 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 3. Language 3.1 This Contract has been prepared and agreed in the English language and all documents produced in relation to the Contract (including all correspondence, drawings, specifications, notices and other documents submitted to the Supplier or to the Client) shall also be in the English language. In the event o f any translation of this Contract or any part thereof or of any such documents into Arabic or any other language, the same shall continue to be construed and interpreted according to the English language version which shall (to the extent allowed by law) therefore prevail in the event of any conflict. If, notwithstanding the foregoing, any competent court should hold that any such Arabic or other translation shall prevail over the relevant English language version, that English language version shall be referred to in order to assist i n the interpretation of the Arabic or other translation. 3.2 The Supplier shall (a) adhere to any regulations of the Client requiring the submission of certain documents in Arabic and (b) arrange, at its own cost, for such translations from English to Arabic or Arabic to English as may be required to facilitate the performance of the Contract. The Supplier shall bear all risks of the accuracy of such translation, for documents provided by the Supplie r. 4. Joint Venture, Consortium or Association If the Supplier is a joint venture, consortium or association, all of the partie s shall be jointly and severally liable to the Client for the fulfillment of the provisions of the Contract and shall designate one party to act as a leader with authority to bind the joint venture, consortium or association. The composition or constitution of the joint venture, consortium or association shall not be altered without the prior written consent of the Client. 5. Conditions 5.1 On or before the Commencement Date, and in any event before payment by the Client of the Advance Payment, the Supplier shall procure the satisfaction of the following conditions: (b) receipt by the Client of duly certified copies of the following corporate documents: (i) the Memorandum and Articles of Association (or equivalent documents) of the Supplier and of the guarantor to the Parent Company Guarantee; (ii) all corporate authorisations necessary for the due execution and performance of this Contract, and any other documents in implementation thereof, by the Supplier, including without limitation: 1) a resolution of the Board of Directors of the Supplier authorising the

execution of the Contract; and 2) the authorisations of the persons signing the Contract to sign it and to bind the Supplier thereby; (iii) all corporate authorisations necessary for the due execution and performance of the Parent Company Guarantee, including without limitation: Page 66 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 1) a resolution of the Board of Directors of the guarantor authorising its execution; and 2) the authorisations of the persons signing the Parent Company Guarantee to sign it and to bind the guarantor thereby; (c) the Client being satisfied that: 1) the representations and warranties made by the Supplier in the Contract are true, accurate and not misleading in any material respect; and 2) there has been no material adverse change in the financial condition and/or prospects of the Supplier since the last audited accounts; (d) receipt by the Client of certified copies of the audited financial statements of the Supplier and of the guarantor to the Parent Company Guarantee for the two most recent fiscal years; (e) the Client being satisfied that no event or matter has occurred or arisen which is or ought to be notified to the Client and which, if it had been known to the Client before the signature of this Contract, would, in its reasonable opinion, have resulted in it not entering into this Contract with the Supplier or in it entering into this Contract on materially different terms (including, for the avoidance of doubt, any litigation or potential litigation (known or which ought reasonably to be known to the Supplier) or a change in the identity of any one person, or two or more persons acting by agreement, who may control the Supplier, other than as agreed with the Client prior to the date of this Contract). 6. Scope of Supply 6.1 The Goods and Related Services to be supplied and performed by the Supplier shall be as specified in the Specification Schedule. 7. Delivery and Documents 7.1 Subject to Condition 23 (Change orders and contract amendments), the delivery of the Goods and completion of the Related Services shall be in accordance with the delivery and completion requirements specified in the Specification Schedule. 7.2 Time of delivery shall be of the essence and if the Contractor fails to deliver the Goods within the time promised or specified in the Specification Schedule, the Client may release itself from any obligation to accept and pay for the Goods and/or terminate the Contract, in either case without prejudice to any other rights and remedies of the Client. 7.3 The Client shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Specification Schedule . 7.4 Unless expressly agreed to the contrary, the Client shall not be obliged to

accept delivery by instalments. If, however, the Client does specify or agree to Page 67 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 delivery by instalments, delivery of any instalment later than the date specifie d or agreed for its delivery shall, without prejudice to any other rights or remed ies of the Client, entitle the Client to terminate the whole of any unfulfilled part of the Contract without further liability to the Client. 7.5 The details of shipping and other documents (in terms satisfactory to the Client) to be furnished by the Supplier before payment of the On Shipment payment referred to in Condition 10.1 (b) are as follows: (a) Original and two copies of the Supplier s invoice showing the Contract number, Goods' description, quantity, unit price and total amount; (b) Original and two copies of the way bill (B/L, or AWB, or RWB, or CMR) consigned to the Client; (c) Three copies of the Packing List identifying contents of each package; (d) Original and two copies of Insurance Certificate for DDP delivery terms; (e) Original and two copies of Manufacturer's or Supplier's warranty certificate; (f) Original and two copies of the Inspection Certificate, issued by the Supplier's factory inspection and accepted by the Client; (g) Original and two copies of the Certificate of Origin; (h) No Objection Certificates (NOCs) from the Supplier s Abu Dhabi local agent; and (i) The Supplier s shipping plan. No marine trans-shipments are permitted. 7.6 Custom clearances and other import requirements in Abu Dhabi are the responsibility of the Supplier. If a customs clearance authorization letter from the Client is requested by UAE customs, the Supplier shall allow a reasonable amount of time for the Client to issue it. 7.7 The Client, at its cost, may appoint a marine warranty surveyor. If any such surveyor is appointed, the Supplier agrees that it will comply with any instructions issued by, or any other requirements of, that surveyor. 8. Supplier s Responsibilities 8.1 The Supplier shall supply all the Goods and Related Services included in the Specification Schedule in accordance with Condition 6 (Scope of Supply). 8.2 The Supplier acknowledges that the Client relies on the skill and judgment of the Supplier in the supply of the Goods and the performance of its obligations under the Contract.

8.3 The Supplier shall perform its obligations under the Contract: Page 68 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 (a) with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; (b) in accordance with Good Industry Practice; (c) in compliance with all applicable laws. 8.4 The Supplier shall ensure that: (a) the Goods conform in all respects with the Specification; (b) the Goods operate in accordance with the relevant technical specifications and correspond with the requirements of the Specification Schedule and any other particulars specified or referred to in the Contract; (c) the Goods conform in all respects with applicable laws; (d) the Goods are free from defects in design, materials and workmanship and are fit and sufficient for all purposes for which such Goods are ordinarily used and for any particular purpose made known to the Supplier by the Client. 8.5 Title to the Goods shall pass to the Client on their delivery to the shipper at the Port of Origin. Notwithstanding title passing to the Client as above, the Supplier shall remain fully responsible and liable for any loss of or damage to the Goods until completion of the testing and commissioning of the Goods at the Final Destination. 9. Contract Price 9.1 Subject to Condition 23 (Change orders and contract amendments), prices charged by the Supplier for the Goods supplied and the Related Services performed under the Contract shall not vary from the prices quoted by the Supplier in its bid. 10. Payment Terms 10.1 The Contract Price shall be paid as follows: (a) Advance Payment: 10% of the Contract Price shall be paid within 45 days of the Commencement Date, and following satisfaction (or waiver by the Client) of the conditions precedent referred to in Condition 5 (Conditions to Advance Payment) and following submission of the Advance Payment Bond, Performance Bond and Parent Company Guarantee and following approval by the Client of the Supplier s Project Execution Plan (PEP). (b) On Shipment: 70% of the Contract Price of the Goods shipped shall be paid within 45 days upon submission of documents specified in Condition 7 (Delivery and documents). (c) On Acceptance: 20% of the Contract Price of the Goods received shall be paid within 45 days of receipt of the Goods upon submission of a request from the Supplier supported by the acceptance certificate issued by the Client. 10.2 The Supplier s request for payment shall be made to the Client in writing,

accompanied by invoices describing, as appropriate, the Goods delivered and Page 69 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Related Services performed, and by the documents submitted pursuant to Condition 7 (Delivery and documents) and upon fulfillment of all other obligations stipulated in the Contract. 10.3 Payments shall be made promptly by the Client, but in no case later than 45 days after submission of an invoice by the Supplier, and after the Client has accepted it. 10.4 The currency in which payments shall be made to the Supplier under this Contract shall be AED Dirhams. 11. Taxes and Duties 11.1 For Goods manufactured outside the UAE, the Supplier shall be entirely responsible for all taxes, duties, license fees and other such levies imposed outside and, in respect of importation into the UAE, inside the UAE. 11.2 Should the Client receive an exemption in whole or in part from import duties on the Goods, then the savings shall be solely to the Client s account. 11.3 The Supplier shall make all necessary records and accounts available to the Client in order to enable the Client to determine the savings. 12. Advance Payment Bond, Performance Bond and Parent Company Guarantee 12.1 The Supplier shall provide to the Client on or within 28 days of the Commencement Date (and in any event before payment of the Advance Payment) an advance payment bond in the form of the Advance Payment Bond for a sum equal to the amount of the Advance Payment referred to in Condition 10.1 (a). 12.2 The Supplier shall provide to the Client on or within 28 days of the Commencement Date (and in any event before any payment is made to the Supplier under the Contract) a performance bond in the form of the Performance Bond. The Performance Bond shall be in the amount of 10% of the initial Contract Price from a bank in the UAE approved by the Client. The Performance Bond shall remain open and valid until 90 days after the end of the Warranty Period. 12.3 The Performance Bond shall not limit in any way whatsoever the liability of the Supplier in any respect. Similarly the Performance Bond shall not limit the Client s ability and/or entitlement to pursue claims against the Supplier either under the Contract or at law. 12.4 Provision of the completed Advance Payment Bond and Performance Bond in the required forms shall be a condition precedent to any payment to the Supplier under the Contract. 12.5 The Client may, at its option, make demands under the Performance Bond for any amount owed by the Supplier to the Client and which has not been paid in accordance with the terms of this Contract, whether before or after termination of this Contract. 12.6 The Supplier shall procure and deliver to the Client on or within 28 days of the

Commencement Date (and in any event before any payment is made to the Supplier under the Contract) a guarantee of its obligations and liabilities Page 70 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 hereunder by the Supplier s ultimate holding company (or any other guarantor acceptable to the Client) in the form of the Parent Company Guarantee. 12.7 At the same time as delivering the Parent Company Guarantee to the Client, the Supplier shall also deliver, in terms acceptable to the Client, an opinion from an external law firm acceptable to the Client as to (amongst other things) the capacity of the guarantor to execute the Parent Company Guarantee and the binding nature of the Parent Company Guarantee on the guarantor. 13. Representatives 13.1 The Client shall designate a management official who by experience and training is able to act as the Client s liaison hereunder (Client s Representative). The Client s Representative shall be responsible for administering this Contract on behalf of the Client and shall act as the day-tod ay contact with the Supplier s Representative. The Client s Representative shall have full and free access to the reports, records and other information produced by the Supplier for the purposes of this Contract. 13.2 The Supplier shall designate a management official who by experience and training is able to act as the Supplier s liaison hereunder (Supplier s Representative). The Supplier s Representative will serve as the day-to-day contact with the Client s Representative. The Supplier s Representative shall be fluent in English (both written and verbal).The Supplier shall not change the Supplier s Representative without first obtaining the Client s written consent to the proposed replacement. 13.3 Without prejudice to Condition 13.1, the Supplier shall, without additional compensation, respond to questions, including requests for information, from the Client, the Client s Representative and the ISA. The Supplier (at no cost to the Client) shall at all times keep the Client fully informed on the performance of the Contract, including the manufacture of the Goods, their transit to the UAE and their delivery at the Final Destination. 14. Specifications and Standards 14.1 The Goods and Related Services supplied and performed under this Contract shall conform to the technical specifications and standards mentioned in the Specification and, when no applicable standard is mentioned, the standard shall be equivalent or superior to the official standards whose application is appropriate to the Goods country of origin. 14.2 Wherever references are made in the Contract to codes and standards in accordance with which it shall be executed, the edition or the revised version of such codes and standards shall be those specified in the Specification. During Contract execution, any changes in any such codes and standards shall be applied only after approval by the Client and shall be treated in accordance with Condition 23 (Change orders and contract amendments). 15. Packing and Documents 15.1 The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration during transit to their Final Destination. During transit, the packing shall be sufficient to withstand, without limitation, rough

handling and exposure to extreme temperatures, salt and precipitation and Page 71 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 open storage. Packing case size and weights shall take into consideration, where appropriate, the remoteness of the Goods final destination and the absence of heavy handling facilities at all points in transit. 15.2 The packing, marking and documentation within and outside the packages shall comply strictly with such special requirements as shall be expressly provided for in the Contract, including additional requirements, if any, specifi ed in the SC, and in any other instructions ordered by the Client. 16. Insurance 16.1 The Goods supplied under the Contract shall be fully insured in AED Dirhams against loss or damage incidental to manufacture or acquisition, transportation, storage and delivery in the manner specified in Condition 16.2 below and to the satisfaction of the Client (which shall include the noting of the Client s interest on the transit insurance policy). 16.2 The insurance coverage shall be as specified in Incoterms and shall be in an amount equal to 110% of the DDP value of the Goods from the Supplier s manufacturing site to the Final Destination on an All Risks basis, including War Risks, Marine Piracy and Strikes. 17. Transportation 17.1 The Supplier is required to transport, or procure the transport, of the Goods to the Final Destination, and the cost thereof is included in the Contract Price. 17.2 With regard to shipment of the Goods to the UAE, the Supplier undertakes to do all that is reasonably possible to ensure that the Goods, or at the very leas t the majority of the Goods, are shipped under deck. 17.3 For that part of the Goods which can only be shipped above deck, each item shall be protected in accordance with the instructions of the Client, and at the cost of the Supplier. 17.4 Should any of the Goods be found to have been damaged during shipment, then the Supplier shall immediately, at its cost, carry out all necessary remedi al work required by the Client. 17.5 The Supplier re-confirms that, regardless of whether the Goods are shipped above or below deck, and/or whether any remedial work is required, the design life for all of the Goods shall remain not less than 30 years. 18. Inspections and Tests 18.1 The Supplier shall at its own expense and at no cost to the Client carry out all such tests and/or inspections of the Goods as are specified in the Specification Schedule. 18.2 The inspections and tests may be conducted on the premises of the Supplier

or of its Subcontractor, at point of delivery and/or at the Goods Final Destination, or in another place in the UAE as specified in the SC. Subject to Condition 18.3, if conducted on the premises of the Supplier or its Subcontractor, all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no charge to the Client. Page 72 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 18.3 The Client and/or its designated representative (which may include the ISA) shall be entitled to attend the tests and/or inspections referred to in Conditio n 18.2, provided that the Client bear all of its own costs and expenses incurred i n connection with such attendance including all travelling, board and lodging expenses. 18.4 Whenever the Supplier is ready to carry out any such test and inspection, it shall give at least 15 Working Days advance notice, including the place and time, to the Client. The Supplier shall obtain from any relevant third party or manufacturer any necessary permission or consent to enable the Client or its designated representative to attend the test and/or inspection. 18.5 The Client may require the Supplier to carry out any test and/or inspection not required by the Contract but deemed necessary to verify that the characteristics and performance of the Goods comply with the Specification, and codes and standards under the Contract, provided that the Supplier s reasonable costs and expenses incurred in the carrying out of such test and/or inspection shall be added to the Contract Price (unless it was reasonable for the Client to require the Supplier to carry out the test and/or inspection, in which case the test and/or inspection shall be carried out at no cost to the Client). Further, if such test and/or inspection impedes the progress of manufacturing and/or the Supplier s performance of its other obligations under the Contract, due allowance will be made in respect of the delivery dates and the other obligations so affected. 18.6 The Supplier shall provide the Client (within the time reasonably specified by the Client) with a report of the results of any such test and/or inspection. 18.7 The Client may reject any Goods or any part thereof that fail to pass any test and/or inspection or do not conform to the Specification. The Supplier shall either rectify or replace such rejected Goods or parts thereof or make alterations necessary to meet the Specification at no cost to the Client, and shall repeat the test and/or inspection, at no cost to the Client, upon giving a notice pursuant to Condition 18.4. 18.8 The Supplier agrees that neither the execution of a test and/or inspection of the Goods or any part thereof, nor the attendance by the Client and/or its representative, nor the issue of any report pursuant to Condition 18.6, shall release the Supplier from any warranties or other obligations under the Contract. 19. Delay Damages 19.1 If the Supplier fails to deliver the Goods by the date(s) specified in the Specification or, where an extension of time has been agreed by the Parties, the revised date for delivery (as the context requires, the Agreed Delivery Date): (a) the Supplier shall pay the Client a sum by way of delay damages for each 7 days period between the Agreed Delivery Date and the date on which the Goods are delivered to the Client, equal to 1% of the Contract Price for the relevant Goods, up to a maximum amount of 10% of the Contract

Price for the relevant Goods (Delay Damages Threshold). Subject to Condition 19.3, during the period in which delay damages are payable under this Condition 19.1 (a) (Delay Damages Period) the delay Page 73 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 damages payable in accordance with this Condition 19.1 (a) shall be the Client s only remedy for any loss or damage suffered or incurred by the Client in relation to the failure by the Supplier to deliver the Goods by the Agreed Delivery Date; and (b) where the Delay Damages Threshold is met or exceeded (being that delivery continues not to be performed after the Delay Damages Threshold is met), the Client shall be entitled to: (i) claim any remedy available to it (whether under the Contract or otherwise) for loss or damage incurred or suffered by it after the end of the Delay Damages Period; and (ii) without prejudice to Condition 19.1 (b)(i), the Client shall be entitled to terminate the Contract with immediate effect by giving notice in writing to the Supplier. 19.2 The Supplier shall not be obliged to pay any sums pursuant to Condition 19.1(a) if and to the extent the failure by the Contractor to deliver the Goods by the Agreed Delivery Date directly results from the Client s default provided that the Supplier notifies the Client immediately of such circumstances in sufficient detail to enable the Client to remedy the situation. Except as set out in this Condition 19.2, no payment or concession to the Supplier by the Client or other act or omission of the Client shall in any way affect its rights to delay damage s pursuant to Condition 19.1 or be deemed to be a waiver of the right of the Client to recover any damages unless such waiver has been expressly made in writing by the Client. 19.3 Notwithstanding Condition 19.1(a), the Supplier does not exclude responsibility for performing or re-performing the obligation or duty which gave rise to the relevant claim at its own cost in such manner as would (if possible) result in t he same or substantively similar effect for the Client, whether or not such performance or re-performance gives rise to additional costs for the Supplier and the cost of re-performance shall be borne solely by the Supplier and shall not be re-charged to the Client whether by way of costs, reimbursement or otherwise. 19.4 Having given careful consideration to this matter, all monies payable by the Supplier under Condition 19.1(a) are considered by the Parties to be a genuine pre-estimate of the losses which the Client will incur in relation to the Suppli er s failure to deliver the Goods by the Agreed Delivery Date it being impossible to quantify the actual aggregate losses sustainable by the Client in terms of both loss of revenue as well as loss of reputation and prestige (the Parties acknowledging that hypothetically the losses sufferable by the Client might be more or less than the agreed delay damages calculation); arrived at without any inequality of bargaining position as between the Parties as a true bargain between the Parties; fair, given the nature and circumstances of the Contract; neither excessive, extravagant, unconscionable or oppressive in all the circumstances; and as such these monies are payable as delay damages such that the Supplier waives absolutely any entitlement to challenge the

enforceability in whole or in part of this Condition 19. The Parties joint intent ion in agreeing a scheme of delay damages in such circumstances is to substantially reduce and, to the fullest extent possible in law, eliminate the r isk of a dispute and potential litigation in relation to such circumstances. Page 74 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 19.5 Each Party confirms that (a) it has taken specific legal advice on the effect of this clause and (b) based on such advice, it does not enter into the Contract in anticipation that, or with any expectation that, this clause will be unenforceab le for any reason. 20. Warranty Period 20.1 The Supplier warrants that all the Goods are new, unused and of the most recent or current models, and that they incorporate all recent improvements in design and materials, unless provided otherwise in the Contract. 20.2 The Supplier further warrants that the Goods shall be free from defects arising from any act or omission of the Supplier or arising from design, materials and workmanship, under normal use in the conditions prevailing in the UAE. 20.3 Unless otherwise specified in the SC, the warranty shall remain valid for 12 months after the Goods, or any portion thereof as the case may be, have been delivered to and accepted by the Client at the Final Destination. 20.4 The Client shall give notice to the Supplier stating the nature of any such defects together with all available evidence thereof in a timely manner following the discovery thereof after consideration by the Client of the defect in question. The Client shall afford all reasonable opportunity for the Supplier to inspect such defects. 20.5 Upon receipt of such notice, the Supplier shall, within 30 days of its receipt, expeditiously repair or replace the defective Goods or parts thereof at no cost to the Client. 20.6 If having been notified, the Supplier fails to remedy the defect within the peri od of 30 days, the Client may proceed to take within a reasonable period such remedial action as may be necessary, at the Supplier s risk and expense, and without prejudice to any other rights which the Client may have against the Supplier under the Contract. 21. Subcontracting 21.1 The Supplier shall notify the Client in writing of all subcontracts awarded unde r the Contract if not already specified in the bid. Such notification, in the orig inal bid or later, shall not relieve the Supplier from any of its obligations, duties , responsibilities or liability under the Contract. 21.2 The appointment by the Supplier of any Subcontractor shall be subject to the Client s prior written consent. The Supplier will submit the qualifications of the individual Subcontractors for the Client s review and approval. The Client shall have the right to approve in advance the terms and conditions of the subcontract .

21.3 The Parties agree that, if required by the Client, the appointment of any Subcontractor shall be on terms that the Subcontractor enter into a collateral warranty in favour of the Client and/or any third party nominated by the Client in such terms as the Client may reasonably require. 21.4 Where, with the Client s approval, the Supplier has appointed a Subcontractor, the Supplier shall ensure that the Subcontractor is properly equipped, experienced, organized and financed to undertake the duties assigned to it and Page 75 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 the Supplier warrants that it will actively supervise each Subcontractor at all times. 21.5 The Supplier shall ensure that none of the Subcontractors, without the prior written consent of both the Supplier and the Client, sub-contract the whole or any part of their rights or obligations under their sub-contracts and that each sub-contract shall contain provisions to this effect. 21.6 If the Supplier sub-contracts any of its obligations under this Contract, it sha ll be and remain fully responsible for the acts and omissions of each Subcontractor and it shall be and remain fully liable to the Client for the performance of those obligations. Without prejudice to the generality of the foregoing, the Supplier shall be responsible for the professional quality, technical accuracy, feasibility and coordination of the Subcontractors and the Subcontractors services. 22. Patent Indemnity 22.1 The Supplier shall indemnify and hold harmless the Client and its employees and officers from and against any and all claims, actions, proceedings, damages, losses, costs and expenses of any nature, including legal fees and expenses, which the Client may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other Intellectual Property right registered or otherwise existing at the date of the Contract by reason of the supply or (if applicable) installation of the Goods by the Supplier or the use of the Goods in the UAE. 22.2 If any proceedings are brought or any claim is made against the Client arising out of the matters referred to in Condition 22.1, the Client shall promptly give the Supplier a notice thereof and the Supplier may at its own expense and in the Client s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim. The Supplier shall keep the Client fully informed and consulted about the conduct of such proceedings or claim, shall not take any steps in relation thereto which the Client reasonably considers may have a detrimental effect on its business or reputation and shall notify the Client of the outcome. 22.3 If the Supplier fails to notify the Client within 28 days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Client shall be free to conduct the same on its own behalf. 22.4 The Client shall, at the Supplier s request, afford all available assistance to th e Supplier in conducting such proceedings or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing. 22.5 The Client shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all claims, actions, proceedings, damages, losses, costs and expenses of any nature, including legal fees and expenses, which the Supplier may suffer as a result of any

infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other Intellectual Property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, drawing or specification provided or designed by or on behalf of the Client. Page 76 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 23. Change orders and Contract Amendments 23.1 The Client may at any time order the Supplier through notice in accordance Condition 34 (Notices) to make changes within the general scope of the Contract in any one or more of the following: (a) drawings, designs or specifications, where Goods to be furnished under the Contract are to be specifically manufactured for the Client; (b) the method of shipment or packing; (c) the place or time of delivery; and (d) the Related Services to be provided by the Supplier. 23.2 If any such change causes an increase or decrease in the cost of, or the time required for, the Supplier s performance of any provisions of the Contract, a fair and reasonable adjustment may be made in the Contract Price or in the delivery schedule, or both, and (if any such fair and reasonable adjustment is made) the Contract shall accordingly be amended. Any claims by the Supplier for adjustment under this Condition must be made within 28 days from the date of the Supplier s receipt of the Client s change order. 23.3 Prices to be charged by the Supplier for any Related Services that might be needed but which were not included in the Contract shall be agreed upon in advance by the parties and shall not exceed the prevailing rates charged to other parties by the Supplier for similar services. 23.4 Subject to the above, no variation in or modification of the terms of the Contract shall be made except by written amendment signed by both of the Parties. 24. Change in Laws and Regulations 24.1 Unless otherwise specified in the Contract, if after the Commencement Date, any law, regulation, ordinance, order or bylaw having the force of law is enacted, promulgated, abrogated or changed in the UAE (which shall be deemed to include any change in interpretation or application by the competent authorities) that subsequently affects the delivery date set out in the Specification Schedule and/or the Contract Price, then such delivery date and/or Contract Price shall be correspondingly extended or reduced, or increased or decreased, to the extent that the Supplier has thereby been affected in the performance of any of its obligations under the Contract. 25. Force Majeure 25.1 In this Condition, Force Majeure means an exceptional event or circumstance. (a) which is beyond the Supplier s or the Client s control, (b) which the Supplier or the Client could not reasonably have provided against before entering into the Contract, (c) which, having arisen, the Supplier or the Client could not reasonably have avoided or overcome, and

(d) which is not substantially attributable to the other Party. Page 77 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 25.2 Definition of Force Majeure Force Majeure comprises the following exceptional events or circumstances, so long as conditions (a) to (d) in Condition 25.1 above are satisfied: (i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies, (ii) rebellion, terrorism, sabotage by persons other than the Supplier s personnel, revolution, insurrection, military or usurped power, or civil war, (i ii) riot, commotion, disorder, strike or lockout by persons other than the Supplier s personnel, (iv) munitions of war, explosive materials, ionizing radiation or contamination by radioactivity, except as may be attributable to the Supplier s use of such munitions, explosives, radiation or radioactivity, and (v) natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity. 25.3 Notice of Force Majeure If an event of Force Majeure makes it impossible or unlawful for the Supplier or Client to perform its substantial obligations under the Contract, then it shall give notice to the other Party of the event or circumstances constituting the Force Majeure and shall specify the obligations, the performance of which is or will be made impossible or unlawful. The notice shall be given within 14 days after the Supplier or Client (as the case may be) becomes aware, or should have become aware, of the relevant event or circumstance constituting Force Majeure. The Supplier or Client (as the case may be) shall, having given notice, be excused performance of its obligations for so long as such Force Majeure makes it impossible or unlawful for it to perform them. Notwithstanding any other provision of this Condition, Force Majeure shall not apply to obligations of either party to make payments to the other party under the Contract. 25.4 Duty to Minimize Delay Each party shall at all times use all reasonable efforts to minimize any delay i n the performance of the Contract as a result of Force Majeure. A party shall give notice to the other party when it ceases to be affected by the Force Majeure. 25.5 Consequences of Force Majeure If the Supplier is prevented (by reason of impossibility or illegality of performance) from performing its substantial obligations under the Contract by Force Majeure of which notice has been given under Condition 25.3 (Notice of Force Majeure), and suffers delay and/or incurs cost by reason of such Force Majeure, the Supplier shall be entitled to: (a) an extension of time for any suc h delay, if completion is or will be delayed beyond the time specified in the Contract for performance; and (b) if the event or circumstance is of the kind described in sub-paragraphs (i)-(iv) of Condition 25.2 (Definition of Force Majeure) and, in the case of sub-paragraphs (ii) to (iv) occurs in the UAE, payment of any such cost, including the costs of rectifying or replacing the goods damaged or destroyed by Force Majeure, to the extent they are not indemnified through the insurance policy referred to in Condition 16 (Insurance).

Page 78 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 After receiving this notice, the parties shall proceed in accordance with Condition 37 (Dispute Resolution) to agree or determine these matters. 25.6 Force Majeure Affecting Subcontractor If any Subcontractor is entitled under any contract or agreement relating to the Goods or Related Services to relief from force majeure on terms additional to or broader than those specified in this Condition, such additional or broader force majeure events or circumstances shall not excuse the Supplier s nonperforman ce or entitle him to relief under this Condition. 26. Limitation of Liability 26.1 The Supplier s liability for any breach of its obligations under this Contract whether arising as a result of its negligence or otherwise shall not exceed the total aggregate Contract Price. Any assessment of whether the limitation on liability has been exceeded shall not take into account any liability of the Supplier to the extent that such liability is met by insurance proceeds from insurances placed pursuant to Condition 16 (Insurance) (or which would have been met by insurance proceeds but for any act, neglect or default of the Supplier). 26.2 Condition 26.1 shall not limit the Supplier s liability: (a) under Condition 26.3 for death or personal injury; (b) under the indemnity in Condition 26.4; (c) under Conditions 12 (Performance Security), 19 (Delay Damages), 21 (Subcontracting), 22 (Patent Indemnity), 28 (Third Party Payments and Government Restricted Parties), 31 (Confidential Information), 32 (Representations and Warranties) and/or 36 (Assignment); (d) in respect of the cost of repairing or replacing defective equipment during the Warranty Period; (e) where such liability arises as a result of fraudulent acts or omissions, fraudulent misrepresentation, gross negligence or Willful Default on the part of the Supplier, the Supplier s personnel or any of its Affiliates. 26.3 The Supplier shall be liable for and shall indemnify the Client against any and all loss, damage, cost, expense, liability, claims and proceedings whatsoever in respect of any personal injury to or death of any person due to the acts, neglect, error or omission by the Supplier or any of the Supplier s employees, sub-contractors, agents or representatives in the course of the performance of the Contract save to the extent that the same was caused or contributed to by the Client s breach of this Contract or by the negligent act or omission of the Client or any of its employees, agents or representatives. 26.4 The Supplier shall be liable for and shall indemnify the Client against all reasonably foreseeable and demonstrable losses in respect of claims against the Client by any third party in relation to the carrying out or the procuring o f the carrying out of the Contract provided always that such losses arise as a

result of the negligence of the Supplier or any of the Supplier s employees and the Client has taken all reasonable measures to mitigate against any such losses arising. Page 79 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 26.5 In no event shall the Supplier be liable for any loss, damage or expense to the extent that it arises from fraudulent acts or omissions, fraudulent misrepresentation or Willful Default on the part of the Client or any of its employees. 26.6 It is agreed that each sub-Condition in this Condition constitutes an entirely separate and independent provision and/or limitation of liability and that the extent and application of each such provision and/or limitation is acknowledged to be reasonable for the Supplier s protection in the circumstances of this engagement and consistent with the Supplier s obligation to supply the Goods and provide the Related Services pursuant to this Contract, but if any such sub-Conditions shall be adjudged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining sub-Condition or subConditions shall continue in full force and effect. 26.7 Save in respect of liability for death or personal injury of any of the Supplier s employees caused by the negligence of the Client or any of its employees, the Client s liability to the Supplier under this Contract is limited to payment of (i ) the Contract Price and (ii) such other costs and expenses as are specifically provided for in this Contract. In no circumstances whatsoever shall the Client be liable to the Supplier for indirect, special or consequential loss. 27. Termination 27.1 Termination for Default (a) The Client, without prejudice to any other remedy for breach of Contract, by written notice of default sent to the Supplier, may terminate the Contract in whole or in part: (i) if the Supplier fails to deliver any or all of the Goods within the period specified in the Contract; (ii) if the Supplier fails to perform any other obligation under the Contract; or (iii) if the Supplier, in the judgment of the Client, has engaged in fraud and corruption, as described in Condition 28 (Third Party Payments), in competing for or in executing the Contract. (b) If the Client terminates the Contract in whole or in part pursuant to Condition 27.1(a), the Client may procure, upon such terms and in such manner as it deems appropriate, Goods or Related Services similar to those undelivered or not performed, and the Supplier shall be liable to the Client for any additional costs incurred by the Client for such similar Goods or Related Services. However, the Supplier shall continue performance of the Contract to the extent not terminated. 27.2 Termination for Insolvency The Client may at any time terminate the Contract by giving notice to the Suppli er if the Supplier becomes insolvent. In such event, termination will be without compensation to the Supplier, provided that such termination will not prejudice or

affect any right of action or remedy that has accrued or will accrue thereafter to the Client. Page 80 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 27.3 Termination for Convenience (a) The Client, by notice sent to the Supplier, may terminate the Contract, in whole or in part, at any time for its convenience. The notice of termination shall specify that termination is for the Client s convenience, the extent to which performance of the Supplier under the Contract is terminated and the date upon which such termination becomes effective. (b) The Goods that are complete and ready for shipment within 28 days after the Supplier s receipt of notice of termination for convenience shall be accepted by the Client at the Contract terms and prices. For the remaining Goods, the Client may elect: (i) to have any portion completed and delivered at the Contract terms and prices; and/or (ii) to cancel the remainder and pay to the Supplier an agreed amount for partially completed Goods and Related Services and/or materials and parts previously procured by the Supplier. 28. Third Party Payments and Government Restricted Parties 28.1 No unlawful commission, fee, payment, gift or other benefit of a like or similar kind has been or will in the future be made or received by the Supplier to or from any third party (which expression shall include a consultant, servant, agent, employee, sponsor, contractor, supplier or distributor of the Client) in connection with or howsoever arising out of this Contract. 28.2 The provisions of Condition 28.1 above constitute a fundamental condition of this Contract and any breach whatsoever thereof shall entitle the Client at will and entirely at its discretion (and subject to no appeal), to terminate this Contract forthwith and recover damages from the Supplier without any limitation of liability otherwise provided for in this Contract applying thereto . 28.3 Nothing herein shall prevent the Supplier from making bona fide payments to its United Arab Emirates sponsor or agent in accordance with a properly registered and recorded agreement, or to its personnel, sub-consultants, representatives or agents. 28.4 The Supplier acknowledges that all applicable import rules and regulations of the UAE shall apply to the shipment and importation of the Goods into the UAE under the Contract. The Supplier also acknowledges that those rules and regulations may restrict the engagement of, or contact with, certain persons by the Supplier in connection with the Contract. The Supplier shall be responsible for any delay resulting from the Supplier s failure to comply with any such rules or regulations. 28.5 The Supplier shall indemnify and hold harmless the Client from any and all claims, actions, proceedings, damages, losses, costs and expenses of any nature, including legal fees and expenses, in respect of any failure by the Contractor to comply with his obligations under Condition 28.4. Page 81 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 29. Field Work - Related Services 29.1 HSE and Security Related Services (a) HSE Plan i) Not less than 45 days before the delivery of the Goods at the Final Destination, the Supplier shall submit a specific Health, Safety and Environmental (HSE) Plan in relation to its performance of the Related Services for approval by Supplier shall at all times, in performance of those services, comply and shall procure that its employees, agents and representatives comply with its HSE Plan. ii) The Supplier shall have sole responsibility for implementing its HSE Plan, taking all precautions necessary and continuously inspecting all equipment, materials and work to discover, determine and correct any conditions which might result in any of the risks referred to in paragraph iii) below. iii) The Supplier shall adopt the Client s Zero Accident philosophy in performance of the Contract, ensuring it is communicated to, and fully understood by, all levels of the Supplier s organization. In promoting this philosophy, the Supplier shall incorporate into its HSE Plan methods and strategies to eliminate work related accidents, incidents, injuries and illnesses. iv) The Client s Zero Accident philosophy is that all work related accidents, incidents, injuries and industry/work related illnesses are preventable, and which promotes: (a) the immediate identification and elimination of unsafe work practices and conditions in the work place; (b) a heightened awareness of individual responsibility and increased supervisory attention to detail; (c) the elimination of human error as a source of accidents, irrespective of rank or position in the organization; (d) building a team-safety mentality, whereby each employee contributes to the effort and each supervisor is fully aware of the capabilities and limitations of their team; (e) a culture in which everyone accepts responsibility and accountability for their own and each co-worker's health and safety. v) The Supplier shall furnish all safety equipment and instructions required for the Related Services, and shall maintain and furnish accident, injury and any other records and reports required by the Client. vi) The Supplier s failure to correct an unsafe condition after notice thereof by the Client shall be grounds for an order to suspend the affected operations until the unsafe condition is corrected and, if the violation continues, termination o f this Contract.

Page 82 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 b) Security i) The Supplier shall comply with the Client s security requirements, and with those of any third party which is in control of any location where the Related Services are being performed, and at all times shall conduct operations under this Contract in a manner to avoid the risk of loss, theft or damage by vandalism, sabotage or any other means to any work, materials, equipment or other property. c) Operating Rules and Procedures i) The Supplier undertakes that, during the provision of any Related Service, each of its employees and representatives shall comply with the Client Operating Rules and Procedures as made known to the Supplier from time to time. For these purposes, Client Operating Rules and Procedures means the rules, policies and procedures of the Client relating to the operation and maintenance of the UAE railway, forming part of the Project. 29.2 Insurance Related Services a) The Supplier shall throughout the period in which it or any of its employees, agents or representatives are in the UAE for whatever reason (including for the provision of any Related Service) effect and maintain in full force and effect and at its own expense with a reputable insurance company licensed to do business in the UAE and acceptable to the Client a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier arising out of the Supplier s performance of its applicable obligations under this Contract, including death or personal injury, loss of or damage to property or any other loss. b) The Supplier shall hold employer s liability insurance in respect of any Supplier personnel engaged in the provision of Related Services in accordance with any legal requirement from time to time in force. c) The Supplier shall produce coverage is in force within 5 the Supplier fails to produce shall be entitled to take out Supplier s cost. an insurance certificate indicating the required Working Days upon request from the Client. If evidence acceptable to the Client, the Client the policies of insurance on behalf of and at the

d) The limits of the policies of insurance shall not be construed in any way as a limit of liability of the Supplier or as acceptance by the Client of responsibil ity for any liability in excess of such limits. The Parties agree that all deductibl es and excesses applicable to such policies of insurance shall be the sole responsi bility of the Supplier. 30. Intellectual Property Rights 30.1 The Supplier hereby grants to the Client and shall procure that any relevant thi

rd party licensor shall grant to the Client a perpetual, irrevocable, non-exclusive , assignable and royalty free license (including a license to sub-license any thir d party for and on behalf of the Client) to use: (a) (solely in respect of the Project), any pre-existing Intellectual Property broug ht to this Contract by the Supplier at its commencement date; and Page 83 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 (b) all Intellectual Property which results from or is otherwise created pursuant to or for the purposes of this Contract. 31. Confidential Information 31.1 Subject to the provisions of Conditions 31.2 and 31.3, the Supplier (for itself and on behalf of each of its Affiliates): (a) shall treat as strictly confidential and use solely for the purposes contemplated by this Contract all information (of any sort, including technical, commercial, financial, marketing or legal information), data, documents, secrets, dealings, transactions or affairs of or relating to the Client, the Project or this Contract obtained or received by it as a result of bidding for, entering into or performing its obligations under this Contract (confidential information); (b) shall not, except with the prior written consent of the Client, publish or otherwise disclose to any person any confidential information; and (c) where any of the confidential information is also privileged, the waiver of such privilege is limited to the purposes of this Contract and does not and is not intended to result in any wider waiver of the privilege and the Supplier shall take all necessary steps to protect the privilege of the Client in its confidential information and shall advise the Client promptly in writing if any step is taken by another person to obtain any privileged confidential information of the Supplier. 31.2 The Supplier may disclose confidential information which would otherwise be subject to Condition 31.1 but only to the extent that it can demonstrate that: (a) such disclosure is required by law or by a securities exchange or regulatory or governmental body having jurisdiction over it, wherever situated and whether or not the requirement has the force of law, or (b) the confidential information was lawfully in its possession prior to its disclosure by the Client (as evidenced by written records) and had not been obtained from the Client; or (c) the confidential information has come into the public domain other than through its fault or the fault of any person to whom the confidential information has been disclosed in accordance with Condition 31.3, provided that any such disclosure shall not be made without prior consultation with the Client and, in the case of Condition 31.2(a) above, the Supplier shall cooperate with the Client regarding the timing and content of such disclosure and any action which the Client may wish to take to challenge the validity of such requirement. 31.3 The Supplier may only use the confidential information for the purposes of this Contract, and may only provide the Supplier personnel with access to the confidential information on a strictly need to know basis and only for the purposes contemplated by this Contract. The Supplier shall ensure that each Supplier personnel is bound to hold all confidential information in confidence t o the standard required by this Contract.

Page 84 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 31.4 The Supplier shall not originate any publicity, news release, technical article or other public announcement, written or oral, whether to the public press or otherwise, relating to this Contract or to performance hereunder or the existence of an arrangement between the parties or relating to the Project without the prior written consent of the Client. 31.5 The restrictions contained in this Condition 31 shall survive the termination of this Contract and (save where otherwise specified) shall continue without limit of time. 32. Representations and Warranties 32.1 The Supplier hereby represents and warrants to the Client that: (a) the Supplier has not acted in breach of any of the terms of the confidentiality undertakings signed by it as part of its bid for the Contract; (b) to the best of the knowledge, information and belief of the Supplier (having made due and careful enquiry), all of the information, representations and other matters of fact communicated in writing to the Client and/or its advisers by the Supplier, or its Affiliates or the directors, officers, employees, servants or agents of the Supplier or its Affiliates in connection with or arising out of the Supplier's application to pre-qualify or the Supplier's formal bid for the Contract were and remain in all material respects, true, accurate and not misleading; (c) the Supplier is a corporation duly incorporated and registered and validly existing under the laws of [ insert relevant details ] and has the corporate power to own its assets and carry on its business as it is being conducted and has obtained all necessary licenses, consents, approvals, permits, authorizations, exemptions and certifications required for that purpose; (d) the Supplier has the corporate power to enter into and perform, and has taken all necessary corporate and other action to authorize the entry into and performance of, this Contract and the transactions contemplated by this Contract; (e) it is financially solvent and can furnish the necessary qualified personnel, materials, supplies and equipment required to complete the Contract in a timely manner; (f) the Contract has been duly executed by the Supplier and constitutes its legal, valid and binding obligations; (g) the entry into, and performance by the Supplier of its obligations under, the Contract do not and will not conflict with its Memorandum and Articles of Association (or other like constitutional documents) or conflict with or result in default under any document which is binding upon it or any of its assets nor result in the creation of any security interest over it or any of its assets; (h) there are no proceedings pending or, to the best of its knowledge, threatened for the liquidation of the Supplier; and

(i) the Supplier owns, has obtained or is able to obtain valid licenses for all Intellectual Property rights that are necessary for the performance of its Page 85 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 obligations under the Contract, and to permit unencumbered and unfettered use of the Goods by the Client. 32.2 If, as a matter of law and during the Contract, the Supplier is required to appoint a local sponsor and/or agent in order for it, lawfully, to carry out any work or services under the Contract, then it shall be a condition precedent to any payment (or further payment) being made to the Supplier that the Supplier advise the Client of its intended sponsor and/or agent, and provide evidence from that intended sponsor and/or agent that it will accept the appointment. The Supplier acknowledges and agrees that it is not possible for the Supplier to have as sponsor or agent a present or past director or officer of Etihad Rail , any immediate family member of a current or past director or officer of Etihad Rail or any employee of Etihad Rail or their immediate family (being first and second degree relatives of the person in question). 33. General 33.1 If any provision of this Contract, or the application thereof, is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Contract will be interpreted so as best to reasonably effect the intent of the Parties. The Parties further agree to replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions. 33.2 The rights, powers, privileges and remedies provided in this Contract are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise. No failure to exercise nor any delay in exercising by any Party any right, power, privilege or remedy under this Contract shall impair or operate as a waiver thereof in whole or in part. No single or partial exercise of any right, power, privilege or remedy under this Contract shall prevent any further or other exercise thereof or the exercise of any other right , power, privilege or remedy. 33.3 This Contract will be binding on and inure to the benefit of the Parties and the ir respective successors and permitted assigns. 33.4 No amendment, modification, waiver or discharge of this Contract will be valid unless in writing and signed by an authorized representative of the Party against whom such amendment, modification, waiver or discharge is sought to be enforced. 33.5 This Contract, together with any documents referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. The Supplier acknowledges that it has not been induced to enter into this Contract by any representation or warranty other than those contained in this Contract and, having negotiated and freely

entered into this Contract, agrees that it shall have no remedy in respect of an y other such representation or warranty except in the case of fraud. The Supplier acknowledges that its legal advisers have explained to it the effect of this Condition 33.5. Page 86 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 33.6 Without prejudice to the Client s other rights and remedies, the Client may deduct from any sums due to the Supplier under the Contract an amount equivalent to any sum due from the Supplier to the Client under this Contract. 33.7 Nothing in this Contract shall constitute, or shall be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any Party the agent of the other for any purpose. 33.8 The Supplier undertakes to the Client that it (and any sub-contractor whom it might engage) is/are fully experienced, properly qualified and properly equipped, organised and financed to supply the Goods and to perform the Related Services. In performing the Contract, the Supplier acts as an independent contractor, maintaining complete control over its sub-contractors for whom it is and shall remain fully responsible on and subject to the terms of this Contract. 33.9 Subject to any express provisions to the contrary in this Contract, the Supplier shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability or assume any obligation, whether express or implied, of any kind on behalf of the Client or bind the Client in any way. 33.10 The Parties agree that all records may be stored electronically by the Supplier and the Client and that a properly authenticated and verified print out of an electronically stored document may be used for all purposes under or in connection with the Contract, including in any of the proceedings described in Condition 37 (Dispute Resolution). 33.11 This Contract may be executed in any number of counterparts, which shall together constitute one agreement. Either Party may enter into this Contract by signing any such counterpart (including by way of facsimile counterpart). 34. Notices 34.1 Any notice (which term shall in this Condition include any other communication) required to be given under this Contract or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in English. 34.2 Any such notice shall be addressed as provided in Schedule 7 and may be: (a) personally delivered (which includes by courier delivery), in which case it shall be deemed to have been given upon delivery at the relevant address if it is delivered not later than 17.00 hours on a Working Day, or, if it is delive red later than 17.00 hours on a Working Day or at any time on a day which is not a Working Day, at 08.00 hours on the next Working Day; or (b) sent by facsimile (to be confirmed by personal delivery (which includes by courier delivery)), in which case it shall be deemed to have been given when dispatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any notice dispatched by facsimile after

17.00 hours on any Working Day or at any time on a day which is not a Working Day shall be deemed to have been given at 08.00 on the next Working Day. Page 87 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 34.3 The addresses and other details of the parties referred to in Condition 34.2 are, subject to Condition 34.4, as set out in Schedule 7. 34.4 Either party may notify the other party of any change to the address or any of the other details specified in Schedule 7 provided that such notification shall only be effective on the date specified in such notice or five Working Days afte r the notice is given, whichever is later. 35. Third Party Rights 35.1 Except where expressly stated in this Contract, no person who is not a party to this Contract shall have any right to enforce any term of this Contract. Notwithstanding the foregoing, the Federal Government of the United Arab Emirates or the Government of Abu Dhabi may enforce this Contract. 36. Assignment 36.1 The Client shall be entitled (without the consent of the Supplier) to transfer a ll of its right, title and interest in this Contract to any third party provided th at written notice of the assignment shall be given to the Supplier. In addition, th e Client shall be entitled (without the consent of the Supplier) to grant, transfe r, charge and/or assign to any Lenders by way of security all right, title and interest it may have in this Contract. 36.2 The Supplier acknowledges and accepts that, to facilitate the financing of the Project, the Client may enter into loan agreements with Lenders and that those Lenders may require (1) the Client to grant them a security interest over this Contract and (2) that the Supplier enters into a direct agreement with the Lenders (or a trustee acting on their behalf). The Supplier undertakes in favour of the Client to negotiate in good faith with the Lenders the terms of and to execute such direct agreement, pursuant to which the Supplier shall agree: (a) That the Lenders (or such trustee) shall be entitled to exercise in the place of the Client all rights and to cure all defaults of the Client under this Contract and the Supplier shall accept such exercise or cure as though it had been done by the Client; (b) That the Supplier shall not, without the prior written consent of the Lenders (or such trustee), such consent not to be unreasonably withheld or delayed, consent to or accept any cancellation or termination of this Contract by the Client; (c) That the Supplier shall not make any demands under this Contract on account of any default by the Client without giving the same prior written notice to the Lenders (or such trustee) as to the Client and providing to the Lenders (or such trustee) the same opportunity to cure such defect as given to the Client; (d) That the Supplier (if required) shall consent to the assignment and provide any acknowledgement required for purposes of perfecting the security granted by the Client to the Lenders.

In the event of any refinancing by the Client, the Supplier agrees to enter into a direct agreement with lenders on the same terms as described in this Condition 36.2 and Condition 36.3 for such refinancing. Page 88 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 36.3 The Supplier, at no additional cost to the Client, shall if so requested by the Client: (a) Deliver to the Lenders or the Lenders agent and other entities providing credit or financing to the Client or the Project certified copies of its corporate charter and by-laws, incumbency certificates, legal opinions (covering, without limitation, such items as the due organisation and existence of the Supplier and that the Supplier has obtained all necessary governmental consents) and such other items as the Lenders or the Lenders agent may reasonably request; and (b) Fulfil all obligations and comply with all procedures, and require its subcontra ctors to fulfil all obligations and comply with all procedures, that may result from the Client s financing arrangements, including providing all information reasonably requested by the Lenders or the Lenders agent to comply with or satisfy the Lenders reasonable requirements. The Supplier agrees to provide all required documents in a timely manner. 36.4 The Supplier may not assign, mortgage, charge, subcontract or otherwise delegate any of its rights or obligations hereunder except insofar as provided for in Condition 21 (Subcontracting) of this Contract. 37. Dispute Resolution 37.1 In the event of any dispute between the Parties arising out of or relating to th is Contract including any failure to agree a matter required to be agreed between the Parties under this Contract, senior representatives of the Parties shall, within 10 days of a written notice from one Party to the other Party (a Dispute Notice), or such other period as the Parties may agree, hold a meeting (a Dispute Meeting) in an effort to resolve the dispute. Each Party shall send a representative who has authority to settle the dispute to attend the Dispute Meeting. 37.2 Any dispute which is not resolved within 28 days after the service of a Dispute Notice or such other period as the Parties may agree shall be submitted to a conciliator to be appointed pursuant to the current rules of conciliation of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC). If the conciliation process has not resolved the dispute within 30 days of the date of the appointment of the conciliator or such extended time as may be mutually agreed by the parties, then the dispute shall be decided by arbitration. There shall only be selected as a conciliator a person who: (a) has not less than 10 years experience in formal dispute resolution; (b) is a national of a country independent from the Parties (including all joint venture and consortium members); and (c) is competent in the English language The decision of the conciliator shall not be binding on the Parties, unless both Parties are in agreement with it. 37.3

Any dispute which is not resolved amicably between the Parties, including where a dispute is referred to a conciliator and both Parties are not in Page 89 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 agreement with his decision, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) by an arbitral tribunal consisting of three members. One member shall be appointed by each Party within 30 days of one Party receiving a letter from the other Party stating its intention to commence arbitration proceedings and requesting the other Party to nominate a member of the tribunal. The third member shall be mutually chosen by the first two members and shall chair the tribunal and issue its decision which shall be by majority vote and shall be binding on both Parties. If either Party fails to appoint its arbitrator within 30 days of recei pt of the request to make such nomination from the other, or if a decision as to the appointment of the third member cannot be reached within 30 days from the last date of the appointment of the member by the Parties or within such extended time as may be agreed by the Parties, the matter of appointment of such member(s) shall be referred by either Party to the International Chamber of Commerce. All arbitration proceedings shall be carried out in the Emirate of Abu Dhabi and the language of the arbitration shall be English. To the extent that the rules of the ICC do not provide for a particular procedure, the law governing the procedure and administration of any arbitration instituted pursuant to this Condition shall be the law applicable in the Emirate of Abu Dhabi. 37.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed, as a result of any reference of a dispute to conciliation or arbitration, and the Supplier shall comply fully with the requirements of the Contract at all times. 37.5 This Condition 37 shall survive the expiration or termination of this Contract and in such event shall be delivered as an independent arbitration agreement. 38. Governing Law 38.1 This Contract shall be governed by and construed in accordance with the laws of the Emirate of Abu Dhabi and the applicable federal laws of the UAE. Page 90 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 1 SPECIFICATION SCHEDULE [Insert final Specification derived from ITB] Page 91 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 2 PRICING SCHEDULE [Insert final pricing derived from ITB] Page 92 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 3 PERFORMANCE BOND Etihad Rail Company PJSC P.O. Box 989 Abu Dhabi United Arab Emirates Performance Bond No: _______ Date: Amount: AED Contract No: Project Name: Dear Sirs, Whereas Etihad Rail Company PJSC (the Client) has entered into Contract Number ____________________________ (the Contract) with [INSERT NAME OF SUPPLIER] (the Supplier) for the supply of certain goods; and whereas th e Supplier is required under the Contract to procure a Letter of Guarantee issued by an acceptable bank in favour of the Client in support of the due and proper perform ance of the obligations undertaken by the Supplier in respect of the Contract. Therefore, in consideration of the above, we [INSERT NAME OF ISSUING BANK] (the Issuing Bank) established in and having our address at , hereby irrevocably and unconditionally guarantee and undertake to the Client, without any right of defe nce, set off or counterclaim whether on our behalf or on behalf of the Supplier, to pay t o the Client a sum not exceeding in the aggregate ____________________________________________ [INSERT AMOUNT IN WORDS] ( ) [INSERT AMOUNT IN FIGURES] (the Guarantee Amount) or any lesser sum specified by the Client by transfer to an account in t he Client s name at such bank as the Client shall stipulate or in such other manner a s shall be acceptable to the Client upon receipt of the Client s written demand(s) (in the form, or substantially in the form, attached hereto as Annex 1 (the Payment Demand)) addressed to us stating that the Supplier has failed to perform or fulfill any o f his obligations set out in the Contract. Funds under this Performance Bond are available for payment against the presenta

tion of the Client s demand(s) to the Issuing Bank in the form of the Payment Demand. A ll such written demand(s) by the Client shall be conclusive evidence and binding on us for all purposes under this Performance Bond that the amount claimed is due and paya ble to the Client by the Supplier. Partial drawings are permitted. All banking charg es under this Performance Bond are for the account of the Supplier. The Guarantee Amount shall be automatically and permanently reduced by the amount of any drawing(s) receive d by the Client pursuant to this Performance Bond. Page 93 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 We agree that any payment made hereunder shall be made in AED Dirhams free and clear of and without deductions for or on account of any present or future taxes , levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoe ver and by whomsoever imposed. We agree that our obligations hereunder are of a continuing nature, constitute d irect, primary, irrevocable and unconditional obligations, shall not require any previo us notice to or claim against the Supplier and shall not be discharged or otherwise prejud iced or adversely affected by: 1. any changes, modifications, additions, extensions or amendments which may be made to the Contract, or in the engineering, manufacture, supply, delivery, test ing and commissioning obligations, duties and responsibilities of the Supplier pursu ant to the Contract, or in the payments to be made on account thereof; 2. any time, indulgence, waiver, concession or forbearance which the Client may grant to the Supplier or any neglect by the Client in enforcing any right of act ion or remedy it may have against the Supplier; 3. any intermediate payment or other satisfaction made by the Issuing Bank; 4. any change in the constitution or organisation of the Supplier; 5. any other bond, security or guarantee held or obtained by the Client for any of the obligations of the Supplier or any release or waiver thereof; 6. any act or omission of the Supplier pursuant to any other arrangement with the Issuing Bank; 7. any defences, claims or cross-claims which may be available to the Supplier; or 8. any other matter or thing which in the absence of this provision would or might have that effect except a discharge or amendment of this Performance Bond expressly made or agreed to by the Client in writing, and we expressly waive our rights to receive notice of any such changes, modific ations, additions, extensions, amendments, acts, omissions or forbearance. This Performance Bond shall come into force on the date hereof and shall continu e until 90 days after the end of the warranty period as defined in the Contract and shal l be extendable on demand of the Client without regard to any objection from the Supp lier if the Goods and Related Services are incomplete by the prescribed completion date.

This Performance Bond is not personal to the Client and the right to receive pay ment under it may be assigned in whole or in part by the Client to its representative (s), any Client affiliated companies, or any entity or entities providing temporary or pe rmanent debt financing to the Client or the Project without the written consent of the S upplier but subject to the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed). We agree that withholding or delaying our consent to an assignment of the benefit of this Performance Bond to an assignee of the Contrac t would be unreasonable. Upon any such assignment, we shall be obliged to make any payme nt claimed under this Performance Bond to the person, firm or company to whom the assignment is made which shall constitute a full and valid discharge to the Issu ing Bank in relation to that payment. Page 94 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 This Performance Bond shall be binding on the Issuing Bank and on its successors and assigns. All correspondence and any Payment Demand under this Performance Bond are to be directed to our office at [ ], attention: [ ] and shall mention this Performance Bond Number. Our Guarantees Department telephone number is [ ] and facsimile number is [ ]. Drawings under this Performance Bond must be by presentation of the Payment Demand accompanied by the original of this Performance Bond and received at our office stated above. If we receive your Payment Demand in the UAE on any UAE banking day, we will honour the Payment Demand and make payment within three UAE banking days after receipt of the Payment Demand. All disputes arising out of or in connection with this Performance Bond shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the ICC Rules. Any arbit ration under this Performance Bond shall be held in Abu Dhabi, and the language to be u sed in the arbitral proceedings shall be English. This Performance Bond shall be governed by and construed in accordance with the laws of the Emirate of Abu Dhabi and the applicable Federal laws of the United Arab Emirates. Yours faithfully, Authorized Signature of Issuing Bank Name: Title: Page 95 of 111 .. .

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Annex 1 to Schedule 3 Form of Payment Demand Date: [insert date] To: [insert name of issuing bank and its address in the UAE] From: Etihad Rail Company PJSC Copy: [insert name of Supplier] Re: Demand on the Performance Bond number [insert number] issued on [insert date ] by [insert name of issuing bank and its branch location] (the Bond). Dear Sirs, We, the undersigned, being the beneficiary under the above captioned Bond issued by [insert name of issuing bank and its branch location], on the instructions of [ ] (the Supplier), hereby request you to pay to us the amount of AED [amount in figures and letters] only. We are entitled under the Contract to make such demand. Please make payment on this demand by wire transfer to the following account: [Insert account details]. Etihad Rail Company PJSC By: ______________________ Name: ______________________ Title: ______________________ By: ______________________ Name: ______________________ Title: ______________________ Page 96 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 4 ADVANCE PAYMENT BOND Date: [.] 2010 To: Etihad Rail Company PJSC From: [ ], [ ] Branch Copy: [Supplier name] Re: Our Irrevocable Advance Payment Bond Dear Sirs, We refer to the Railway Maintenance Equipment Supply High Speed Tamper Contract dated [.] 2011 (the Contract) made between [ ] (the Supplier) and Etihad Rail Company PJSC (the Client). The terms used in this Bond shall, save where the con text otherwise requires, have the meanings given in the Contract. We understand that, according to the conditions of the Contract, an advance is t o be made to the Supplier against receipt of an advance payment guarantee. We, [ ], [ ] Branch (the Bank), hereby issue in favour of the Client our irrevoc able bond number [.] (this Bond), in the aggregate maximum amount of AED [insert relevant amount], (the Bond Amount) on behalf of the Supplier. We hereby irrevocably and unconditionally agree and undertake as follows: 1. Upon you giving written demand to us in the form attached hereto as Annex 1 (a Payment Demand), purporting to be signed by two authorised officers of the Client, that you are entitled to make such demand as the Supplier is in breach o f its obligations under the Contract because the Supplier used the advance payment for purposes other than towards the manufacture and delivery of the Goods (the subject of the Contract), we will, on one or more occasions and notwithstanding any objection which may be made by the Supplier, pay to you such amount as you may specify in the Payment Demand, but not exceeding (when aggregated with any such amount(s) previously so paid) the Bond Amount. 2. Our obligations under this Bond shall be valid from the date hereof and shall continue to be so valid with respect to any Payment Demand as is received by us not later than the earliest of the following dates ( such earliest date, the Exp iry date) (a) the date on which the Client makes payment to the Supplier of the On Shipment payment specified in the Contract.

(b) the date this Bond shall have been paid in full. Upon the Expiry Date, this Bond shall become null and void and shall not be vali d with respect to any Payment Demand received by us after the Expiry Date. When the validity of this Bond has expired it must be returned to us for Page 97 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 cancellation, but, whether or not this Bond has been so returned for cancellatio n, any demand received after the Expiry Date shall be ineffective and not accepted, and we shall be released from any obligation hereunder even if, in breach of thi s provision, such return has not taken place. 3. Any payment by us hereunder shall be in AED Dirhams free and clear of and without any deduction for or on account of any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings or any nature whatsoever and by whomsoever imposed. 4. Our obligations hereunder are of a continuing nature, constitute direct, primary , irrevocable and unconditional obligations, shall not require any previous notice to or claim against the Supplier and shall not be discharged or otherwise prejudice d or adversely affected by: (a) any time, indulgence, waiver, concession or forbearance which you may grant to the Supplier or any neglect by you in enforcing any right of action or remedy you may have against the Supplier; (b) any amendment, modification or extension which may be made to the Contract or the Services to be performed thereunder; (c) any intermediate payment or other satisfaction made by us; (d) any change in the constitution or organisation of the Supplier; (e) any other bond, security or guarantee held or obtained by you for any of the obligations of the Supplier or any release or waiver thereof. (f) any act or omission of the Supplier pursuant to any other arrangement with ourselves; (g) any defences, claims or cross-claims which may be available to the Supplier; or (h) any other matter or thing which in the absence of this provision would or might have that effect except a discharge or amendment of this Bond expressly made or agreed to by you in writing. 5. This Bond is not personal to you and the right to receive payment under it may b e assigned, with our prior consent (such consent not to be unreasonably withheld), by you to anyone to whom your rights are assigned under the Contract whereupon we shall be obliged to make any payment claimed by you under this Bond to the person, firm or company specified in the notice which shall constitu te a full and valid discharge to us in relation to that payment. We agree that withholding or delaying our consent to an assignment of the benefit of this

Advance Payment Bond to an assignee of the Contract would be unreasonable. 6. All correspondence and any Payment Demand under this Bond are to be directed to our office at [.], attention: [.] and shall mention this Bond Number [.]. Our Guarantees Department telephone number is [.] and facsimile number is [.]. 7. Drawings under this Bond must be by presentation of the Payment Demand accompanied by the original of this Bond and received at our office stated above . If we receive your Payment Demand in the UAE on any UAE banking day, we will Page 98 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 honour the Payment Demand and make payment within three UAE banking days after receipt of the Payment Demand. 8. This Bond shall be governed by and construed in accordance with the laws of the Emirate of Abu Dhabi. In the event of any dispute relating to this Bond, we hereby agree to submit to arbitration in Abu Dhabi with regard to all matters arising from or in connection with this Bond such arbitration to be conducted in accordance with the Rules of the International Chamber of Commerce and in the English language. IN WITNESS of which this Bond has been executed by us and has been delivered on the date which appears first on page 1 [ ] , [ ] Branch By: .. Authorised signatory .. Name and title Page 99 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 ANNEX 1 to Schedule 4 Form of Payment Demand Date: [date] To: [ Insert name of Bank ], [ Insert branch location ] Branch [Address] From: Etihad Rail Company PJSC Copy: [Supplier name] Re: Demand on the Irrevocable Advance Payment Bond number [number] issued on [date] by [Insert name of Bank ], [ Insert branch location ] Branch , [Address] (the Bond). Dear Sirs, We, the undersigned, being the beneficiary under the above captioned Bond issued by [ Insert name of Bank ], [ Insert branch location ] Branch, on the instructions of [ ] (the Supplier), hereby request you to pay to us the amount of AED [amount in figures and letters] only. We are entitled under the Contract to make such demand. Please make payment on this demand by wire transfer to the following account: [Insert account details]. Etihad Rail Company PJSC By: ______________________ Name: _____________________ Title: ______________________ By: ______________________ Name: _____________________ Title: ______________________ Page 100 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 5 PARENT COMPANY GUARANTEE THIS GUARANTEE is made [ ] 2011BETWEEN: 1. [Parent] whose registered offices is at _______________________ ( Guarantor ); and 2. Etihad Rail Company PJSC, a company established in accordance with Federal Law No. (2) of 2009 and by Resolution of the Cabinet No. 2 of 2010, having its head office at 17th Floor, Makeen Tower, PO Box 989 Abu Dhabi, United Arab Emirates with commercial registration number 1172188 (including its legal successors in title or assignees) ( Client ). The Guarantor and the Client are herein collectively referred to as the Parties and individually as a Party . BACKGROUND: The Guarantee is supplemental to a contract number [ ] regarding the purchase of railway maintenance equipment dated [ ] 2011 ( Contract ) made between the Client and [ ] ( Supplier ). It is a condition of the Contract that the Supplier procures the execution and d elivery to the Client of a parent company guarantee in respect of the obligations of the Su pplier under the Contract from a parent company of the Supplier suitable to the Client in the form of this guarantee. The Guarantor has agreed to guarantee on the terms of this guarantee the due performance by the Supplier of the Contract. NOW IT IS HEREBY AGREED as follows: 1. In this Guarantee, Guaranteed Obligations means (i) the due and punctual performance and observance by the Supplier of all of its obligations and undertakings under the Contract as those obligations and undertakings might be amended from time to time; and (ii) the payment in full when due of all amounts payable by the Supplier under the Contract (including, for certainty, and withou t limitation, any payments which may arise by virtue of an obligation of indemnity ). 2. In consideration of the Client agreeing to enter into the Contract, the Guaranto r hereby irrevocably and unconditionally: (a) guarantees to the Client the due and punctual performance and observance by the Supplier of the Guaranteed Obligations; (b) promises to pay to the Client on demand and without deduction or

withholding the amount of any damages incurred by the Client in respect of any breach of the Guaranteed Obligations; and (c) agrees (as primary obligor and not only as surety) to indemnify and hold harmless the Client on demand from and against any loss incurred by the Client as a result of any Guaranteed Obligation being or becoming void, voidable, unenforceable or ineffective as against the Supplier for any Page 101 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 reason whatsoever (whether or not known to the Client or any other person). In the event that the Client brings proceedings against the Supplier, the Guarantor shall be bound by any interim or final judgment or award made against the Supplier and such judgment or award may be enforced against the Guarantor pursuant to this Guarantee. 3. The Guarantor agrees that it shall not in any way be released from liability und er this Guarantee by any act, omission, matter or other thing whereby (in absence o f this provision) the Guarantor would or might be released in whole or in part fro m liability under this Guarantee including and whether or not known to the Guarantor: (a) any arrangement made between the Supplier and the Client including any addendum or amendment to the obligations of the Supplier under the Contract (including any amendment to the Contract, any new or revised programme, any extension of the time for performance or otherwise); (b) any waiver or forbearance by the Client in enforcing any right or remedy against the Supplier which is afforded to the Client under or in connection with the Contract whether as to payment, time, performance or otherwise; (c) the taking, variation, renewal or release of, the enforcement or neglect to perfect or enforce any right, guarantee, remedy or security from or against the Supplier or any issuer of any performance bond or advance payment bond under the Contract; (d) the termination of the Contract in respect of any liability or obligations of the Supplier arising before or upon such termination; (e) any legal limitation, disability, incapacity or other circumstances relating to the Supplier; (f) the dissolution, amalgamation, reconstruction, reorganisation, change in status, function, control or employment, insolvency, liquidation or the appointment of an administrator or receiver of the Supplier; (g) any assignment of the Contract which is permitted under the Contract; or (h) any other matter or thing (whether similar to the foregoing or otherwise) whereby the obligations of the Guarantor hereunder might under any applicable law be discharged or affected; and the Guarantor hereby expressly waives its right (if any) to receive notice o f any such changes, modifications, additions, extensions, amendments, acts, omissions or forbearance. 4. Except as provided in this Guarantee, the Guarantor s obligations arising under this Guarantee in respect of the Guaranteed Obligations shall not be greater tha n

the obligations of the Supplier arising under the Contract and the Guarantor sha ll be entitled to assert all defences and counterclaims, and to raise equivalent ri ghts in the defence of liability, as are available to the Supplier under the Contract . 5. The Guarantor hereby authorizes the Supplier and the Client to make any addendum or variation to the Contract or the Goods ((including any change or Page 102 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 suspension of the Contract, any new or revised programme, any extension of the time for performance or otherwise), the due and punctual performance of which addendum or variation shall be likewise guaranteed by the Guarantor in accordance with the terms of this Guarantee. The obligations of the Guarantor hereunder shall in no way be affected by any variation or addendum to the Contract. 6. This Guarantee is to be a continuing guarantee and, accordingly, shall remain in effect until all Guaranteed Obligations on the part of the Supplier under the Contract shall have been satisfied or performed in full and is in addition to an d not in substitution for any other security which the Client may at any time hold for the performance of such obligations and may be enforced without first having recourse to any such security and without taking any steps or proceedings against the Supplier. 7. Until all amounts which are or may become payable by the Supplier to the Client under the Contract or by the Guarantor to the Client under this Guarantee have been irrevocably paid in full, the Guarantor shall not, as a result of this Guar antee or any payment or performance under this Guarantee, be subrogated to any right or security of the Client, or claim or prove in competition with the Client agai nst the Supplier, or demand or accept repayment of any monies from the Supplier as a result of this Guarantee or any payment made by the Guarantor under this Guarantee or claim any right of contribution, set-off or indemnity from and agai nst the Supplier as a result of the Guarantee or any payment made by the Guarantor under this Guarantee, and any sums received by the Guarantor or the amount of any set-off exercised by the Guarantor as a result of any payment made by the Guarantor under this Guarantee in breach of this provision shall be segregated from the Guarantor's other funds and shall be held by the Guarantor in trust for , on behalf of, and shall be promptly paid to the Client. 8. Any payment by the Guarantor under this Guarantee shall be in UAE Dirhams free and clear of and without any deduction for or on account of any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever and by whomsoever imposed. If the Guarantor is required to make payment subject to the deduction or withholding of tax, the amount payable by the Guarantor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Client receives a nd retains (free from any liability in respect of any such deduction or withholding ) a net sum equal to the amount which it would have received and so retained had no such deduction or withholding been made or required to be made. 9. Any settlement or discharge between the Client and the Supplier and/or the Guarantor shall be conditional upon no settlement with security or payment to th e

Client by or on behalf of the Supplier or by the Guarantor being avoided or set aside or ordered to be refunded or reduced by virtue of any provision of enactment relating to bankruptcy, insolvency or liquidation for the time being i n force and accordingly (but without limitation of the Client's other rights hereu nder) in the event of any such avoidance, setting aside, order for refund or reduction , the Client shall be entitled to recover from the Guarantor, as if such settlemen t or discharge had not occurred, the amount of such settlement or security or the amount of any such payment (including any payment from any issuer of any performance bond or advance payment bond under the Contract) (as applicable) which was so avoided or set aside or so ordered to be refunded or reduced (as applicable). Page 103 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 10. The Guarantor makes the representations and warranties set out below and acknowledges that the Client has agreed to enter into the Contract and has accepted this Guarantee in reliance on those representations and warranties: (a) Due Authorisation The Guarantor has the power to enter into this Guarantee and to exercise its rights and perform its obligations under this Guarantee and all corporate and other action required to authorise its execution of this Guarantee, its exercise of such rights and its performance of such obligations has been duly taken. (b) Binding Obligations The obligations expressed to be assumed by the Guarantor in this Guarantee are legal and valid obligations binding on it in accordance with the terms of this Guarantee. (c) All Actions Taken All acts, conditions and things required to be done, fulfilled and performed in order (a) to enable the Guarantor lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in this Guarantee, (b) to ensure that the obligations expressed to be assumed by the Guarantor in this Guarantee are legal, valid and binding, and (c) to make this Guarantee admissible in evidence in the jurisdiction of incorporation of the Guarantor and in the UAE have been done, fulfilled and performed. (d) Pari Passu Claims Under the laws of the jurisdiction of incorporation of the Guarantor, the claims of the Client against the Guarantor under this Guarantee will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred by reason of any bankruptcy, insolvency, liquidation or other similar laws of general application. (e) No Filing or Stamp Taxes Under the laws of the jurisdiction of incorporation of the Guarantor and of the UAE, it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Guarantee. (f) No Conflicts The execution by the Guarantor of this Guarantee and its exercise of its rights and performance of its obligations under this Guarantee do not and will not (a) conflict with the provisions of (i) any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets, (ii) its constitutive documents, or (iii) any applicable law, regulation or official or judicial order or (b) cause any of the foregoing representations to be untrue. Page 104 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 (g) Choice of Law In any proceedings under this Guarantee, the choice of the laws of the UAE as the governing law of this Guarantee is valid and any arbitral award issued in the UAE in respect of this Guarantee should be recognised and enforced in accordance with the 1958 New York Convention on the Recognition and Enforcement of Arbitral Awards. (h) Ultimate Holding Company The Guarantor is the ultimate holding company in the group of companies in which the Supplier is a member and that, if the Guarantor wishes to restructure the group of companies in question so that it ceases to be the ultimate parent company, it shall procure a guarantee in identical form to this Guarantee from any company which shall become the parent and ultimate holding company of the group of companies in which the Supplier is a member. 11. The Client shall be entitled by notice in writing to the Guarantor to assign the benefit of this Guarantee in the manner and to the extent permitted by the Contract at any time to any person or entity to whom such assignment is permitted by the Contract, without the consent of the Guarantor being required and any such assignment shall not release the Guarantor from liability under thi s Guarantee. 12. Any notice to or demand on the Guarantor to be served under this Guarantee may be delivered or sent by first class recorded delivery post or courier to the Guarantor at: [Insert name and address] Attention: [Insert details] or at such other address in the UAE as it may have notified to the Client in accordance with this Clause. All documents and notices served under this Guarantee shall be in writing and in the English language. Any such notice or demand shall be deemed to have been served: (a) if delivered by courier, at the time of delivery as established by a courier's receipt; or (b) if posted, at the time of delivery, established by a postal receipt. In proving service of a notice or demand it shall be sufficient to prove that de livery was made in accordance with this Clause. 13. No delay or omission of the Client in exercising any right, power or privilege under this Guarantee shall impair or be construed as a waiver of such right, power or privilege nor shall any single or partial exercise of any such right, p ower or privilege preclude any further exercise of such right, power or privilege or

the exercise of any other right, power or privilege. 14. A waiver given or consent granted by the Client under this Guarantee will be effective only if given in writing and then only in the instance and for the pur poses for which it is given in writing. A waiver given by the Client shall not constit ute a Page 105 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 continuing waiver and shall not prevent the Client from subsequently enforcing any of the provisions of this Guarantee. 15. The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Guarantee shall not affect the validity, legality and enforce ability of the remaining part or provisions of this Guarantee. 16. This Guarantee shall be governed by and construed in accordance with the laws and regulations applicable in the Emirate of Abu Dhabi and, to the extent that they apply in the Emirate of Abu Dhabi, the laws and regulations of the UAE. Any final and unappealable decision by an arbitration tribunal pursuant to the Contr act or any settlement between the Supplier and the Client shall be binding on the Guarantor for the purposes of this Guarantee. 17 (a) In the event of any dispute between the Parties arising out of or relatin g to this Guarantee, senior representatives of the Parties shall, within 10 calendar days of a written notice from one Party to the other Party (a Dispute Notice), or such other period as the Parties may agree, hold a meeting (a Dispute Meeting) in an effort to resolve the dispute. Each Party shall send a representative who has authority to settle the dispute to attend the Dispute Meeting. 17.(b) Any dispute under or in connection with this Guarantee which is not resol ved within 21 calendar days after the service of a Dispute Notice or such other peri od as the Parties may agree, whether or not a Dispute Meeting has been held shall be finally settled by arbitration under the Rules of Arbitration of the Internat ional Chamber of Commerce by an arbitral tribunal consisting of three members. One member shall be appointed by each Party within 30 days of one Party receiving a written notice from the other Party stating its intention to commence arbitratio n proceedings and requesting the other Party to nominate a member of the tribunal. The third member shall be mutually chosen by the first two members and shall chair the Tribunal and issue its decision which shall be by majority vote and sh all be binding on both Parties. If either Party fails to appoint its arbitrator with in 30 days of receipt of the request to make such nomination from the other Party, or if a decision as to the appointment of the third member cannot be reached within 30 days from the last date of the appointment of the member by the Parties or within such extended time as may be agreed by the Parties, the matter of appointment of such member(s) shall be referred by either Party to the International Chamber of Commerce. All arbitration proceedings shall be carried out in the Emirate of Abu Dhabi and the language of the arbitration shall be English. To the extent that the rules of the ICC do not provide for a particular procedure, then the law governing the procedure and administration of any

arbitration instituted pursuant to this Clause shall be the law applicable in th e Emirate of Abu Dhabi. 18. This Guarantee may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Page 106 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 IN WITNESS whereof, the Guarantor has executed this Guarantee as of the day and year first above written. _________________________, ultimate parent of By: ___________________________ .. Authorized Signature .. Title of Signatory [Plus Proof of Authority to Sign the Parent Guarantee] Page 107 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 6 PROJECT EXECUTION PLAN Without prejudice to any other provision of this Contract, the Supplier shall pe rform its obligations and duties under the Contract in accordance with the Project Execution Plan contained in this Schedule 6. If there is a conflict between the PEP and the terms of Schedule 1 (Specification Schedule), the terms of Schedule 1 sh all prevail. Page 108 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 7 NOTICE DETAILS CONDITION 34

CLIENT: Name: Etihad Rail Company PJSC For the attention of: Executive Director, Operations Address: Makeen Tower, 17th Floor PO Box 989, Abu Dhabi, UAE Facsimile number: +971 (0) 2 499 9998 SUPPLIER: Name: [ ] For the attention of: [ ] Address: [ ] Facsimile number: [ ] Page 109 of 111

URGENT

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 SCHEDULE 8 OPTIONS Page 110 of 111

Bidding Documents (Request for Proposal (RFP)) Contract No.P1001 Section VII Special Conditions of Contract (SC) 1 General Condition 20 (Warranty Period) 1.1 With reference to GC 20, the warranty period applicable to this Contract is [ ] months. 1.2 In addition to the Warranty Period referred to in paragraph 1.1 above, the Suppl ier shall obtain or provide, for the benefit of the Client, warranties or guarantees (each a CP Warranty and together the CP Warranties ) for component parts forming part of the Goods, each such CP Warranty to run for the period usually provided by th e manufacturer of the applicable component part. 1.3 The Supplier shall provide the Client with all CP Warranty documentation as required by the Client. 1.4 The Supplier shall enforce such CP Warranties on his own behalf or, if requested by the Client so to do, on behalf of the Client. 1.5 The Supplier shall assign the CP Warranties to the Client, so that the Client ca n enforce them direct against the relevant manufacturer(s), upon expiration of the Warranty Period or at such other time as may be requested by the Client. Page 111 of 111