SHARED SERVICES AGREEMENT BETWEEN GAMESA WIND TURBINES PRIVATE LIMITED AND ‘AEROSPACE MATERIALS PVT LTD For Aerospace Materials Pvt Lid For Gamesa Wind é urbines Pvt. Ltd., Chairman Authorized SignatoryTABLE OF CONTENTS . Definitions . Right to Use Shared Services . Shared Services Fee |. Obligations of Owner Insurance Notices . General Representation and Warranties Consequential Losses ). Confidentiality 10. Suspension and Termination 11. Sub Contracting 42, Dispute Resolution 13. Validity 44, Counterparts 15, Governing Law and Language 16. General Provisions SPEnNenewens For Aerospace Materials Pvt Ltd For Gamesa Wind re Pot. Lid., Chairman Author|26 Signitiory“siblprsm Gs TAMILNADU my AK 378850 rvt.Ltd., Gamesa Wing Tsierennes.” 8 SINGARAVELU, 29163 No 334, Rev Gandhi Salah STAMP VENDOR onbegenatur, Chon Nera. 4tn ain Road (ar 23 Ut 2012 suareo services acreement "nel use, mat BS This Shared Services Agreement ("Agreement’) is entered into at Chennai on 26th day of Decemaber 2012 ("Effective Date") By and Between Aerospace Materials Pvt Ltda company duly incorporated under the Companies Act, 1956 and having its office at SF no 249/38, Mettupalayam Vilage, Kovilpalayam, Pollachi Taluk, 642 110, Coimbatore hereinafter referred to as the “Owner” (which term shall mean and include its successors in interest and permitted assigns) of the ONE PART and represented herein by its A.M. Pelanichamy And GAMESA WIND TURBINES PRIVATE LIMITED, a company incorporated under the i provisions of the Companies Act, 1956, with its office at The Futura IT Park, Block B, 8th \ Floor, No.334, Rajiv Gandhi Salai, Shollinganallur, Chennai - 600 119 (hereinafter referred to as ‘Owner’, which expression shall, unless repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) and represented herein by its Dy. General Manager - Service, Mr. George A John, For Aerospace Materials Pvt Ltd For Gamesa Wind Turbines Pvt, Ltd., Chairman Authorized SighatoryEmployer and Owner shall hereinafter be individually referred to as a ‘Party’ and shall collectively be referred to as the ‘Parties’. WHEREAS: (A) (B) (Cc) Employer intends to establish a .85 MW wind farm comprising of one number of Gamesa make G58/850kW type Wind Turbine Generator (WTG') and auxiliary equipment, collectively termed as ‘Equipment’ located in Rasipalayam site, Tirupur District, in the state of Tamil Nadu (‘Wind Farm’) for which purpose the Parties have signed the Relevant Contracts; Owner is developing and establishing the Shared Services (as hereinafter defined) essential for subsequent operation of the Wind Farm and WTG's of Employer and of the other owner’ at the Wind Farm, and has agreed to operate and maintain the Shared Services for at least the Operational Life; ‘The Parties hereby acknowledge that they have entered into the Relevant Contracts ‘outining the material terms and conditions of this Agreement sanctioning Employer the right to use the Shared Services developed, constructed and owned by Owner al the Site. NOW THEREFORE the Parties agree as follows: 4. DEFINITIONS In this Agreement, unless the context otherwise requires, the following terms in title case used in this Agreement shall have the respective meanings assigned to them hereunder: ‘Affiliate’ means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with such Person; ‘Agreement’ means this Shared Services Agreement including its preamble, recitals, echodules, ite annexure, attachments and any written amendments or variations thereto made in accordance with its terms; ‘Applicable Law’ means any statute, ordinance, order, judgement, code, law, decree, circular, rule, by-law or regulation, policy change by any Government Authority having jurisdiction over the subject matter ofthis Agreement forthe time being in force: For Aerospace Materials Pvt Ltd For Gamesa Wind Turbines Pv1. Ltd., Chairman Authorized Signatory‘Approvals’ shall collectively refer to any and all necessary and required authorisations, consents, grants, approvals, licences, leases, permits, exemptions, concessions, filings, clearances, variances, orders, publications, notices, declarations or regulations, arifcations, issued by any Government Authority in connection with this Agreement; ‘Business Day’ means any day which is not a Saturday, a Sunday or any other day on ich banks are closed for business in the place where an obligation has to be performed. In case of obligations for which a place of performance is not defined (or cannot be reasonably inferred from the contents of this Contract), it means any day which is not a Saturday, a Sunday or any other day on which banks are closed for business in India; ‘Claim includes any claim, proceeding, cause of action, action, demand or suit (including by way of contribution or indemnity) at law or in equity in relation to Loss; ‘Commissioning’ means commissioning of the relevant WTG by TNEB and duly certified as commissioned by it, and its grammatical variations shall be construed accordingly; ‘Commissioning Date’ means the date specified as commissioning date in the ‘commissioning certiticate issued by I NEB in respect ot each WIG; ‘Commissioning Date of the Wind Farm’ means the later of the Commissioning Dates of the WTGs in the Wind Farm; ‘Control’ means, with respect to any Person, the ability to direct the management or policies of such Person, directly or indirectly, whether through the ownership of shares or other securities, by contract or otherwise, provided that in all events, the direct or indirect ownership of fity percent (50%) or more of the voting share capital of a Person shall be deemed to constitute Control of that Person (the expressions ‘Controlling’ and ‘Controlled’ shall have the corresponding meanings); ‘Corrective Maintenance’ means and refers to repairs, labour, consumables, spare parts, transportation, ling means and auxiliary resources required for performance of repairs on the Shared Services provided by Owner, ‘CEIG’ means Chief Electricity Inspectorate to Government; ‘Due Date’ shall have the meaning assigned to it in Section 3.2; ‘Effective Date’ means the date first set forth above; ‘Force Majeure’ shall have the meaning assigned to it in Section 4.9; For Aerospace Materials Pvt Ltd For Gamesa Wind Turbines Pvt. Lid., Chairman in Signatory‘Government Authority’ means any Indian national, state, local, regional, teritorial or municipal government or quasi government, ministry, governmental department, commission, board, bureau, agency, instrumentality, executive, legislative, judicial, regulatory or administrative body having or purporting to have jurisdiction over any matter arising from or in connection with this Agreement; ‘Location’ means, in respect of a WTG, the specific parcel of land on which such WTG is to be erected and installed; ‘Losses’ means all direct losses (excluding consequential losses, indirect losses, loss of profit and loss of revenue), liabilties, damages, fines, interest, awards, penalties, costs (including, reasonable legal costs, lawyers’ and arbitrator's fees), charges and expenses; ‘Material Breach’ means any breach which jeopardizes or threatens to jeopardize the performance of one or more obligations of a Party under this Agreement; ‘Operational Life’ means the operational life of the Wind Farm (i. a period of minimum of twenty (20) years from the Commissioning Date of the Wind Farm); ‘Person’ means any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, government authority or trust or any other Entity or organization and includes the Parties; ‘Personnel’ means the Employer's Personnel or Owner's Personnel, as the case may be; ‘Preventive Maintenance Schedule’ shall have the meaning assigned to the term under section 4.4; ‘Project’ shall have the meaning ascribed to the term in Recital A; ‘Relevant Contract’ means the Supply Contract between the Supplier and the Purchaser therein dated 19/12/2012, the Erection and Commissioning Contract between the Employer and the Contractor therein dated 20/12/2012 or the Development Contract between the Owner and the Developer dated 18/12/2012 or the Operations and Maintenance Contract between the Contractor and Owner therein date 24/12/2012 and ‘Relevant Contracts’ means all of them; For Aerospace Materials Pvt Ltel For Gamesa Wind Turbines Pvt. Ltd, Chairman Authorized Signatory‘Shared Services’ means and comprises of power evacuation faclily developed, constructed and owned by Owner atthe Site; ‘Shared Services Fee or Fee’ shall have the meaning ascribed to the term in section 3.1; ‘Site’ means the land where the Wind Farm is located; ‘Tan Transco’ means Tamil Nadu Transmission Corporation Limited; ‘Taxes’ means any taxes, fees, levies, cess or other sum levied pursuant to any Applicable Law, including but not limited to all sales tax, value added tax, excise duty, storage taxes, service tax, goods and services tax, licence and permit fees, entry tax, works contract tax, imposts, deductions, charges, withholdings and duties (not including stamp duty and registration charges) and shall include any interest or penalties related thereto, but does not include personal tax; ‘Term’ means and refers to the term of this Agreement, which shall commence on the date execution of this Agreement and shall continue for at least the Operational Life unless terminated earlier in accordance with this Agreement. “TNEB’ means the Tamil Nadu State Electricity Board and its successor entity; ‘VAT’ means and refers to Value Added Tax; ‘Wind Farm’ shall have the meaning ascribed to the term in Recital A; ‘WTG' means ‘Wind Turbine Generator, the energy machine set employed for generating electricity based on Wind Power and which shall comprise mainly of, but not restricted to Nacolle, Hub and sct of three blades, controler (microprocessor), tower suitable for hub hoight of 65 meters and protection mechanism against lightning. 2.__ RIGHT TO USE SHARED SERVICES 2.4 Owner hereby grants to Employor and Employer hereby accepte the right to non- exclusive use of the Shared Services for entire the Operational Life of the Wind Farm (‘Term’) from the Effective Date. 2.2 Employer agrees that the right to use the Shared Services is a non-exclusive right and may be used by other WTG owners atthe Site also. — Materials Pvt Lid For Gamesa Wind Turbines Pvt, Ltd., Chairman Authorized Signatory3. 34 3.2 33 34 - SHARED SERVICE FEE Employer shall pay Owner a fee of INR 1,00,000 (Indian Rupees One Lakh Only) per WTG per annum from the Commissioning Date of the Wind Farm with an annual escalation of 5% from the second year on the previous years charges up to 40" year, (‘Shared Service Feo or Fee’) for the right of non-exclusive use of the Shared Services granted by Owner to Employer. This fee is exclusive of VAT, taxes and other duties as may be applicable. Prior to the expiry of the Tenth (10!) yoar from the Commissioning Date of the Wind Farm, the Parties shall mutually discuss and agree in writing, on the Fee for the subsequent years. Employer shall pay half yearly Fees in advance, upon Owner raising an invoice for that amount, within fifteen (15) days from the date of receipt of such invoice (‘Due ate’). The Parties agree that the first invoice for the half-yearly Fees for all the WTGs in the Wind Farm will be raised on the Commissioning Date of the Wind Farm which shall comprise of the Fee for the next six (6) months period together with proportionate Fee for the additional periods of such WTGs that were commissioned prior to the Commissioning Date of the Wind Farm, In the event of any delay in the actual payment as agreed herein above, Employer shall be liable to pay simple interest atthe rate of [5] % per annum over and above the prevailing SBAR (atthe first date of default in respect of each default) to Owner con the amount due, from the date such amount falls due, up to the date of realization of actual payment by Owner. ‘The fee payable by Employer under this Section 3 does not include the following: a) Any additional charges levied by TNEB, or its affiliates; and b) Transmission charges as applicable as per the outcome of order from Tan Transco. Charges under sub-section a) and b) shall be borne by Employer. OBLIGATIONS OF OWNER 44 Owner shall operate and monitor the performance of the Shared Services on a continuous basis (24 hours a day, 7 days a week) throughout the Operational Life of the Wind Farm and shall deploy adequate skilled and trained manpower for this purpose. Owner shall also provide security for the Shared Services in accordance with Owner's Site security plan, at no extra cost to Employer. For Aerospace Materials Pvt Ltd For Gamesa Wind Turbines Pvt. Lid., po Gt Chairman Authorized Signatory