(ase sftars afte corm area) (BFA / Fax: 91-11-25093507 / 25093514 National Highways Authority of India (tinisty of Road Transport and Highways) as ed 6, Q427-10, grea, 78 Rea-110075 G-5 8 6, Sector-10, Darke, New Deihi-110075 No, NHAI/CGM/BOT(FIN}/2016-17 Dated: 06.12.2016 FFICE ORI ‘Sub: Suspension of collection of user fee at toll plazas on NHs due to demonetization of Rs. 500 & Rs. 1000 notes - Immediate relief to be provided to BOT (Toll ) Concessions In continuation of Office Order no. NHAI/CGM/BOT (Fin)/2016-17 dated 29.11.2016, The Competent Authority has approved the following procedure for interest payment on debt wherever applicable: As per Concession Agreement clause 34.5 reads as below: “34.5 Duty to report Force Majeure Event 34.5.1 Upon occurrence of a Force Majeure Event, the Affected Party shall be notice report such occurrence to the other Party forthwith, Any notice pursuant hereto shall include full particulars of: (0) the nature and extent of each force Majeure Cvent which is the subject of any claim for relief under this Article 34 with evidence in support thereof: (b) the estimated duration and the effect or probable effect which such Force Majeure Event is having or will have on the Affected Party’s performance of its obligations under this Agreement; (c) the measures which the Affected Party is taking or proposes to take for alleviating the impact of such Force Majeure Event; and (d) any other information relevant to the Affected Party’s claim. 34.5.2 The Affected Party shall not be entitle to any relief for or in respect of a Force Mojeure Event unless it shall have notified the other Party of the occurrence of the Force Majeure Event as soon as reasonable practicable, and in any event no later than 7 (seven) days after the Affected Party knew, or ought reasonably to have known, of its occurrence, and shalll have given particulars of the probable material effect that the Force Majeure Event is likely to have on the performance of its obligations under this Agreement. 34.5.3 For so long as the Affected Party continues to claim to be materially affected by such Force Majeure Event, it shall provide the other Party with regular (and not less than weekly) reports containing information as required by Clause 34.5.1, and such other information as the other Party may reasonable request the Affected Party to provide.” Contd..2/-Subject to above, immediate relief to the BOT (Toll) concessionaires may be consider as below: + To expedite the process, ROs are authorized to make payment of 50% of the interest amount provided in the financial /refinancing package to the Concessionaire; ‘* On submission of the required documents 90% of the amount may be released by the Regional Officer (RO); * ROs should take care to restrict NHAI ‘s liability to pay interest only to the extent of the interest incurred on the principal amount of debt provided by the Senior Lenders under the financing agreements for financing the Total Project Cost. In case, the debt incurred by the Concessionaires is in excess of above, it will not be accounted as NHAI liability. «After releasing 50% of the interest amount as above an intimation shall be sent to BOT (Finance). * ROS are requested to maintain all records relating to above payment released as immediate relief to the BOT (Toll) Concessions. * O&M payment may be released by RO as per Office Order no. NHAI/CGM/BOT(Fin)/2016-17 dated 29.11.2016. AI AG (Nivedita Srivastava) Chief General Manager (Finance)2, |: eq. case uftret sit werent sae) BRR) Fax 91-11.25093507 / 25093514 National Highways Authority of India (Ministry of Road Transport and Highways) vis 6, Baet-10, weer, FE Reeft-110075 G-5 86, Secior-10, Owatka, New Dethi-110075 No. NHAI/CGM/BOT(FINO2016-17 Date: 29.11.2016 Office Order Sub: Suspension of collection of user fee at toll plazas on NHs due to demonetization of Rs. 500 & Rs. 1000 notes ~ Immediate relief to be provided to BoT (Toll ) Concessions Ref: No. NH-24028/19/2016-H(pt.) dated ....Nov., 2016 As per the guidelines issued by the Ministry of Road Transport & Highways (Highway section), the loss on account of non collection of toll from 9" Nov., 2016 onwards till the midnight of 2™ /3"* Dec., 2016 is to be addressed as per the provisions of the respective concessionaire /contract agreements that define the engagement of the Authority /MoRTH with such enti In Concession Agreements wherein clause 34.6.2 (b) reads as below: “after COD, whereupon the Concessionaire is unable to collect Fee despite making best efforts or it is directed by the Authority to suspend the collection thereof during the subsistence of such Force Majeure Event, the Concession Period shall be extended by a period, equal in length to the period during which the Concessionaire was prevented from collection of Fee on account thereof; ....” Also relevant in this context is clause 34.7 that describes ‘the allocation of costs arising out of Force Majeure’ Clause 34.7.2 says “Upon occurrence of a Political Event, all Force Majeure Costs attributable to such Political event shall be reimbursed by the Authority to the concessionaire.” It is further stated that “For the avoidance of doubt, Force ‘Majeure Costs may include interest payments on debt, O&M Expenses, any increase in the cost of Construction Works on account of inflation and all other costs directly attributable to the force Majeure Event, but shall not include loss of Fee revenues or debt repayment obligations, and for determining such costs information contained in the Financial Package may be relied upon to that extent that such information is relevant.” For reimbursement of cost under clause 34.7.2 following guideline is to be followed: 1. Interest payment on debt: (i) The Concessionaire through his Statutory Auditor will submit a certificate certifying the interest payment of debt as per the original financial packagesubmitted at the time of Finance Close. In case NHAI has approved the elongated repayment period with the revised repayment schedule, the interest payment may be certified accordingly by the Statutory Auditors. (ii) A certificate from the lead banker certifying the interest to be paid from 9" Nov., 2016 onwards till the midnight of 2" /3" Dec., 2016. (iii) For avoidance of doubt, if there is a difference between the amount certified by the Statutory Auditor and the amount certified by the lead banker, the lower of the two will be taken for payment of interest. O&M expenses: The Concessionaire will submit the O&M expenses for 2015-16 and monthly O&M expenses for 2016-17. The Authority will consider payment of O&M on pro-rata basis based on the above data duly certified by the Statutory Auditor based on Independent Engineer certification. These expenses shall not exceed (O&M expenses projected in original financing documents. For any other payments under Concession Agreement (Clause 34.7.2), the Concessionaire is requested to give detailed justification and the decision in ‘such cases will be taken on case to case basis. . For BOT (Toll) concessions not covered under the above provisions, Authority will consider payment based on the provisions of the Concession Agreement to ascertain the exact formulation of the clause that is suppose to address such eventuality. Decisions will be taken on a case to case basis depending on the exact formulation in the respective Concession Agreement. As the payment are to be released urgently, an undertaking will be submitted by the Concessionaire that these costs (interest payment on debt & O&M expenses) are arising due to the force majeure event and while auditing, if any amounts is found due to the Authority, it will be recovered from the Escrow Account of the Concessionaire. - We may release 90% of the amount so arrived to keep a reconciliation margin. MD: De (Nivedita Srivastava) CGM (Finance) 29.11.2016 ‘This issues with the approval of Competent Authority.