This Gas Sales and Purchase Agreement (GSPA)/Term sheet, signed on date _______of Month September,

2023 and Effective from 1st October, 2023 sets forth the key terms which shall form the basis for sale and
purchase of Gas between the Seller and Buyer

Sl. No Item Details

1 Name of the Bidder (to be This Agreement for the sale and purchase of Natural Gas is executed
filled by the Bidder)
BETWEEN:
ESSAR EXPLORATION AND PRODUCTION INDIA LIMITED
(EEPIL), a company validly organised and existing under the
Companies Act, 1956 or Companies Act, 2013, as the case may be,
bearing CIN U99999TN1993PLC024958, with its registered office at
9th Floor, Essar House, 11, K.K. Marg, Mahalaxmi, Mumbai- 400034
(hereinafter called "Seller" which expression shall include its
successors or permitted assigns) of the one part.
AND
XXX, a company constituted under the Companies Act, 1956, bearing
CIN [Insert], having its registered office at (hereinafter called "Buyer"
which expression shall include its successors, legal representatives or
permitted assigns) of the other part
Whereas:
Seller desires to supply Gas to Buyer and Buyer wishes to purchase
Gas from Seller, in a commingled stream to the extent of agreed in the
quantities and in accordance with this Gas Sales Purchase Agreement
(‘GSPA’).
1) Buyer is in the business of, xxx, trading of natural gas and
desires to purchase Gas from Sellers at ex-Dahej as Delivery
Point for fulfilling its requirements.

2 Start date 0600 hrs of 1st October, 2023 (Effective Date)

3 Contract Term Duration 1 Month [Gas Day starting from 01st October 2023 till Gas Day 31st
(Duration of Gas offered) October 2023]

4 Daily Contract Quantity 0.39 MMSCMD per day GCV @ 9880 Kcal/sm3 (15357.28
(DCQ) MMBTU/Day)
*Daily contract quantity (DCQ) allocated to the Buyer during the
contract tenure will be under 100% take or pay. Wherein, EEPIL will
try to ensure the 100% supply as per DCQ with the flexibility of + /-
5%

5 Total Contract Quantity 12.09 MMSCM for 1 months GCV @ 9880 Kcal/sm3 (476075.68)
MMBTU/Month)

6 Gas Price ** The price payable by the Buyer to the Seller for the supply of RLNG /
natural gas shall be on fortnight basis in USD per MMBTU on GCV
basis Ex-Dahej RLNG terminal, Gujarat (including regasification
 charges, marketing margin).
The price of the NG to be purchased shall be linked with the formula
Y = (P %) x Dated Brent
Where,
i) Gas Price would be computed up to three decimal places.
ii) “Dated Brent means the price expressed in $/barrel and
rounded to two (2) decimal places based on the average
of the mean of the high and low quotations appearing in
"Platt’s Crude Oil Market wire" under the heading "Key
benchmarks ($/barrel)" for "Brent (Dated)" (including
any published correction) for each publication day for
Platt’s Crude Oil Market wire during the 3 (three)
calendar months immediately preceding relevant
Contract Month in which Gas supplies are made.

iii) The Gas Sales price indicated above is exclusive of all

applicable taxes, duties, and transportation tariffs
payable by the Buyer. Responsibility to pay any such
applicable taxes, duties, transportation tariffs charges
lies fully and exclusively upon the Buyer.
iv) The RLNG will be available ex Dahej at Gujarat VAT
with no provision of 'form C'.
The exchange rate applicable for payment shall be 'Average of SBI
TT Buying and Selling Rate' as applicable on the last working day of a
fortnight.

7 Taxes Taxes to be borne by SELLER

All other taxes, duties and surcharge including custom duty and all
taxes on re-gasification and other taxes as applicable on gas sold and
purchased under the GSPA.
Taxes to be borne by BUYER
Sales Tax, VAT, CST, GST and other taxes as applicable on gas sold
and purchased under the GSPA.

8 Nomination, Scheduling and The nomination, scheduling & allocation procedures shall be as
Allocation procedure specified in Annexure I below.

9 Gas Delivery Point Gas is to be delivered at the Outlet flange of the Dahej RLNG terminal,
Gujarat

10 Gas Transportation As per the applicable delivery point [in the clause 9 above], the Seller
will provide the gas at the Outlet flange of the Dahej RLNG terminal,
Gujarat.
Buyer will be required to enter into a suitable transmission agreement
for transmission of gas from LNG terminal to the consumption point.

11 Facilities Seller’s Facilities

 Means the Gas metering facilities and other equipment necessary

for flow control and the gas production, liquefaction, shipping
 including LNG Tankers, regasification, processing, compression,
transportation, measuring and testing of Gas and any facility
required for swapping of gas to enable delivery of RLNG to the
Buyer at the Delivery Point.
Buyer’s Facilities

 For CGD entities: the City Gate Station and City Gas Distribution
network including all equipment installed by Buyer in the
Authorised Area for City Gas Distribution.
 For aggregators / resellers: the Gas receiving, and handling
facilities located at ____________________, at which the
pipeline connects with the downstream transporter.
 For other Buyers: The Gas receiving, and handling facilities
located at ________________, at which the Gas sold under
this Agreement is to be consumed
Both parties are obligated to operate their respective facilities in
accordance with the standard of a reasonable and prudent operator.
Buyer will be obligated to ensure that gas transporter also operates its
facilities in accordance with the standard of a reasonable and prudent
operator.

13 Take or Pay/Supply or Pay Take or Pay

Daily volume (DCQ) quantity allocated to each successful bidder
during the contract tenure will be under 100% take or pay.
Wherein, EEPIL will try to ensure the 100% supply as per DCQ
with the flexibility of + /- 5% on monthly basis.

14 Specification The quality of gas to be supplied shall be as specified in Annexure II

below.

15 Title of the gas Title to and responsibility for the Gas shall be transferred from Seller
to Buyer at the Delivery Point i.e. ex-Dahej RLNG terminal, Gujarat

16 Indemnity 1) Each Party shall indemnify, keep indemnified and hold harmless
the other Party and its respective directors, officers, employees
and agents against any and all costs (including legal fees on a full
indemnity basis), losses, damages, expenses, demands, claims,
actions or suits that it may suffer or incur that arise out of any
breach of any obligation by either Party under the GSPA;
provided, however, that the other Party shall endeavour to
mitigate the impact of any such breach and minimise the
damages, losses, penalties, expenses and costs arising there from.
2) Each Party shall defend, indemnify and hold harmless the other
Party from and against any and all losses, damages, penalties,
costs and expenses on account of any claims demands,
proceedings or judgements brought by any third party (including
employees of either Party) or any government authority, caused
by or resulting from or attributable to the installation, existence,
ownership, possession, operation or maintenance of the
respective Party’s facilities including but not limited to any loss or
harm to the environment or any death, injury or illness caused or
arising and shall indemnify and hold harmless the other Party
against any and all costs, damages or expenses whatsoever
incurred by the Party in respect of any claims, demands,
 proceedings or cause of action arising in connection with any such
death, injury or illness caused or suffered by any employee of the
Party or its affiliates except to the extent caused by the wilful
misconduct of the other Party.

17 Metering of gas The total volume of gas received in the commingled form on a
continuous basis using a custody transfer meter as per applicable Gas
Measurement Standards is measured at the receiving station at:
1) At the outlet flange of the Seller facility at ex-Dahej
terminal, Gujarat
The Seller and the Buyer shall jointly sign a statement, hereinafter
referred to as "Joint Ticket" on each Day indicating meter reading for
the purpose of Billing and Payment.

18 Delivery Pressure The Seller shall maintain the ability to supply RLNG to the Buyer at
the Delivery Point at a pressure between 86 bar and 94 bar

19 Billing & Payment The Seller shall raise invoices for the quantity of gas supplied on
fortnightly basis either in USD or INR and deliver via fax, e-mail and
web hosting. Electronically delivered Fortnightly invoices shall carry
a facsimile signature. The payment will be payable in INR within three
(3) Buyer’s bank working days from the date of receipt of invoice.
Buyer should provide an irrevocable, revolving standby Letter of
Credit with value equal to 30 days gas, price with validity of the
duration of the contract period plus three months period (LC value =
30 days X 15357.28 MMBTU per day Gas price per MMBTU as per the
GSPA)

20 Change in Taxes 1) Buyer will absorb any changes in Sales Tax, VAT, IGST on
transmission (where applicable) and GST on regasification
charges if shown separately in the invoice after submission of
price bids.
2) If State Government, Central Government of India modifies VAT
rule, C FORM rule or in case GST becomes applicable after
opening of Techno commercial bids but before opening of price
bids, then Add- on / Take off price shall be sought from the
bidders.
3) In case GST becomes applicable during the Contract Term
Duration, the Seller to accept compliance with GST as per
guidelines [Compliance with Goods and Services Tax (GST)].

21 Termination of Contract 1) Without prejudice to any other rights and remedies available
under the GSPA, Seller may suspend delivery of Gas, upon ten (10)
days’ notice, in any of the following circumstances:
a) Buyer breaches a material term of the GSPA, and such breach
is not cured within Seven (7) days following notice from Seller
notifying Buyer of such breach;
b) Buyer fails to pay any amount due under the GSPA in full
within Five working (5) days of the due date for such payment
 Upon and for the duration of such suspension, Seller shall be
relieved of obligations to supply Gas under this GSPA, but Buyer
shall not be discharged of any of its obligations under the GSPA
including Buyer's obligations to take or pay for Gas. Seller shall
resume delivering Gas as soon as reasonably practicable following
the cure of the events listed above and in any case within 48 hours
of such cure.
2) Upon the occurrence of any of the following events, Buyer may
terminate the GSPA:
a) If Seller breaches a material in term of the GSPA and such
breach is not cured within Seven (7) days following receipt of
notice from Buyer notifying Seller of such breach.
b) If Seller voluntarily commences any proceeding, or files a
petition seeking its liquidation, reorganization, dissolution,
winding up, composition, or other relief pursuant to
applicable laws; or consents to the commencement of any
proceeding or the filing of any petition against it pursuant to
applicable law.
c) If as a result of a Force Majeure event, the Seller is not able,
or will not be able, to make available for delivery the
nominated quantity.

22 Dispute Resolution 1) Any dispute, controversy, difference or claim arising out of or

relating to the GSPA or the breach, termination or validity thereof
(a "Dispute"), shall at the first instance be mutually discussed for
resolution between the Parties within a period of fifteen (15) days
after giving notice by one Party to the other Party. The discussion
shall be attended by the representatives of each disputing Party
with authority to resolve the Dispute.

2) Arbitration
(a) If the relevant Parties have been unable to resolve any
Dispute within a period of thirty (30) Days pursuant to
clause 22.1, the Dispute shall be referred to and finally
resolved by arbitration administered by the MCIA in
accordance with the arbitration rules of the MCIA ("MCIA
Rules”) for the time being in force, which rules are deemed
to be incorporated by reference in this Clause.

(b) The arbitration shall be conducted in English, and the place

and seat of the arbitration shall be Ahmedabad.

(c) The arbitration shall be conducted by an arbitration tribunal

consisting of three (3) arbitrators. Each Party shall appoint
one (1) arbitrator who shall in turn, appoint a third (3rd)
arbitrator ("Tribunal").

(d) No arbitrator shall be a present or former employee or agent

of, or consultant or counsel to, either Party or its Affiliates.

(e) The Parties and the Tribunal shall keep confidential and not
use for any purpose not related to the resolution of the
Dispute the subject matter of the arbitration and all
information (whether given orally, in writing or otherwise)
produced for, or arising in relation to, the arbitration,
including any award arising out of it, except insofar as is
 necessary to implement and enforce any award or otherwise
as required under Applicable Law.
The provisions of this Clause will survive the termination of this
Term Sheet.

23
Governing Law The GSPA shall be governed by the laws of India, including, without
limitation, of the relevant Central/State Acts and the Rules,
Regulations and Notifications issued and amended from time to time
there under. The courts at Ahmedabad, Gujarat, India shall have
exclusive jurisdiction for the purposes of the GSPA to grant such relief
in aid of arbitration as may be permitted under the Arbitration and
Conciliation Act, 1996.

24
Force Majeure 1) The term "Force Majeure" means any event or circumstance or
combination of events or circumstances that affects the
performance by a Party (such Party, the "Affected Party") of its
obligations pursuant to the terms of this Agreement (including by
preventing, hindering or delaying such performance), but only if
and to the extent that such events and circumstances are not
within the Affected Party's reasonable control and were not
reasonably foreseeable and the effects of which the Affected Party
could not have prevented or overcome by acting as a Reasonable
and Prudent Operator or, by the exercise of reasonable skill and
care. Force Majeure events and circumstances shall in any event
include the following events and circumstances to the extent they
or their consequences satisfy the requirements set forth above in
this Clause:
a) The effect of any element or other act of God, including any
storm, flood, drought, lightning, earthquake, tidal wave,
tsunami, cyclone or other natural disaster;
b) fire, accident, loss or breakage of facilities or equipment,
structural collapse or explosion;
c) epidemic, plague or quarantine;
d) air crash, shipwreck, or train wreck;
e) acts of war (whether declared or undeclared), sabotage,
terrorism or act of public enemy (including the acts of any
independent unit or individual engaged in activities in
furtherance of a programme of irregular warfare), acts of
belligerence of foreign enemies (whether declared or
undeclared), blockades, embargoes, civil disturbance,
revolution, rebellion or insurrection, exercise of military or
usurped power, or any attempt at usurpation of power;
f) strike, lockout or other industrial disturbances
g) In case, compliance by PLL RLNG terminal or its upstream
transporter with international, national port, transportation,
local or other law or regulation which PLL may be obliged to
comply with
h) Any act of Government agency or compliance with such act,
which directly affect LNG supply and Sellers ability to
perform its obligation
2) Where a party is claiming suspension of its obligations on account
 of Force Majeure, it shall promptly, but in no case later than two
(2) days after the occurrence of the event of force majeure, notify
the other party in writing giving the full particulars of the Force
majeure as follows:
a) reasonably full particulars of the event or circumstance of
Force Majeure and the extent to which any obligation will be
prevented or delayed;
b) such date of commencement and an estimate of the period of
time required to enable the Affected Party to resume full
performance of its obligations; and
c) all relevant information relating to the Force Majeure, the
reason for suspension of duties and full details of the
measures the Affected Party is taking to overcome or
circumvent such Force Majeure.
3) The Affected Party shall have to prove that the circumstances
constitute valid grounds of Force Majeure under this Clause [24
(2)] and that it has exercised reasonable diligence efforts to
remedy the cause of any alleged Force Majeure.
4) The Affected Party shall notify the other Party when the Force
Majeure has terminated or abated to an extent which permits
resumption of performance to occur and shall resume
performance as expeditiously as possible after such termination
or abatement.
5) Mitigation Responsibility
a) The Affected Party shall use all reasonable endeavours, acting
as a Reasonable and Prudent Operator, to circumvent or
overcome any event or circumstance of Force Majeure as
expeditiously as possible, and relief under this Clause [24]
shall cease to be available to the Affected Party claiming Force
Majeure if it fails to use such reasonable endeavours during
or following any such event of Force Majeure.
b) The Affected Party shall have the burden of proving that the
circumstances constitute valid grounds of Force Majeure
under this Clause [24] and that it has exercised reasonable
diligence efforts to remedy the cause of any alleged Force
Majeure.
c) The Affected Party shall notify the other Party when the Force
Majeure has terminated or abated to an extent which permits
resumption of performance to occur and shall resume
performance as expeditiously as possible after such
termination or abatement.
6) Consequences of Force Majeure
Provided that the Affected Party has complied and continues to
comply with the obligations of this Clause [25] and subject to the
further provisions of this Agreement:
a) the obligations of the Parties under this Agreement to the
extent performance thereof is prevented or impeded by the
event of Force Majeure shall be suspended and the Parties
shall not be liable for the non-performance thereof for the
duration of the period of Force Majeure; and
b) the time period(s) for the performance of the obligations of
the Parties under this Agreement to the extent performance
thereof is prevented or impeded by the event of Force Majeure
 shall be extended for the duration of the relevant period of
Force Majeure except as provided herein. Notwithstanding
the extension of any time period hereunder, the Contract
Period, or the Restoration Period shall not be extended due to
an event of Force Majeure.
7) Exceptions to Force Majeure
a) Notwithstanding anything to the contrary in this Clause [24],
Force Majeure shall not include:
i. any event or circumstance affecting facilities other
than Seller’s Facilities, Buyer's Facilities, or
Transporter's Facilities.
ii. the breakdown or failure of machinery operated by
the Affected Party to the extent caused by
1) normal wear and tear which could have been
avoided by the exercise of reasonable care
and diligence,
2) the failure to comply with the manufacturer's
recommended maintenance and operating
procedure (or, in the absence of
manufacturer recommendations, failure to
perform maintenance in accordance with the
standard of a Reasonable and Prudent
Operator), or
3) the non-availability at appropriate locations
of standby equipment or spare parts in
circumstances where reasonable prudence
and foresight would have required that such
equipment or spare parts be made available.
iii. the non-availability or lack of funds or failure to pay
money when due; and
iv. where Buyer is the Affected Party, an executive act of
any Relevant Authority unless such executive act
1) applies to all gas purchasers, and
2) was not undertaken by the Relevant
Authority principally to benefit Buyer.

FOR AND ON BEHALF OF SELLER FOR AND ON BEHALF OF BUYER

ESSAR EXPLORATION AND PRODUCTION
INDIA LIMITED

NAME: Dilip Popat NAME:

Designation: JGM Finance & Accounts Designation:

Annexure I
Nomination, Scheduling and Allocation Procedures
1) Annual Estimates
a) Buyer shall provide written estimates to Seller of the quantities of Gas to be delivered at the Delivery
Point during each Contract Month of the following Contract tenure, no later than three (3) days after
the Start Date for the Contract tenure,
2) Scheduling Procedure
a) Seller shall notify on or before 6:30 pm on preceding day for delivery of the gas on the next day of the
quantity of Gas available for delivery to Buyer at the Delivery Point for the Day of Gas flow based on
aggregate Daily Nominated Quantity and aggregate quantity of Gas available for supply at Delivery
Point, and Seller shall confine such quantity with gas transporter.
b) In the event Seller need to curtail Gas deliveries on any Day, Seller may notify Buyer of the adjustment
to the quantity available and shall confine the adjustment with gas transporter and Scheduled Daily
Quantity shall be adjusted accordingly.
3) Allocation Procedures
a) By 12:00 noon on the Day after the Day of Gas delivery, Seller shall provide Buyer a statement of the
Allocated Quantity at the Delivery Point on the Day.
b) Buyer's Allocated Quantity shall be calculated as the Measured Quantity multiplied by Buyer's
Scheduled Daily Quantity for the Day and divided by the total of the scheduled daily quantity for all
deliveries at the Delivery Point for the Day; provided, however, that the Allocated Quantity shall not
exceed Buyer's Scheduled Daily Quantity for the Day.
c) Seller and Buyer or Buyer's nominee shall countersign on each Day an acknowledgement of the
Allocated Quantity of Gas delivered by Seller and received by Buyer or Buyer's nominee on the
previous Day at the Delivery Point.
 Annexure II
Gas Specification
The quality of gas to be supplied shall be as specified below.
a) The Gross Heating Value of Gas: The Gas supplied at the delivery point shall have minimum Gross
Heating Value (GHV) in a gaseous state equal to 9,880 Kilo calories per standard cubic meter.
b) The composition of the gas shall be as indicated in the below:
i. Methane (C1) - Not less than 80 Mol %
ii. Ethane (C2) - Not more than 9.2 Mol %
iii. Propane (C3) - Not more than 4.5 Mol %
iv. Butane (C4) and heavier hydrocarbons - Not more than 2.5 Mol %
v. Pentane (C5) and heavier hydrocarbons - Not more than 0.35 Mol %
vi. Non-combustible gases other than non-Hydrocarbons including CO2 and N2 - Not more than 6.0
Mol %
vii. Total Sulphur including H2S - Maximum 10 ppm by weight including Sulphur in the form of H2S
not more than 5 ppm by weight.
viii. Impurities - Gas shall be free from sand, dust, gums, oils, hydrocarbons liquefiable at temperatures or
pressure prevailing in the pipe line. Gas shall be free from other deleterious solids and or liquid matters
which will render it un-merchantable or cause injury to or interference with proper operations of the
lines, regulators, meters or other appliances through which it flows. The gas shall be free from O2.
ix. Water content/Moisture – No free water shall be present.