Adani Enterprises : 22 Cooperation Agreement Compiled

AUGUST 31

DATED _____________________, 2020

CO-OPERATION AGREEMENT

BETWEEN

GVK POWER AND INFRASTRUCTURE LIMITED

GVKPIL

AND

GVK AIRPORT DEVELOPERS LIMITED

GVKADL

AND

GVK AIRPORT HOLDINGS LIMITED

GVKAHL

AND

ADANI AIRPORT HOLDINGS LIMITED

AAHL

AND

ADANI ENTERPRISES LIMITED

AEL

	TABLE OF CONTENTS
1.	DEFINITIONS AND PRINCIPLES OF CONSTRUCTION	........................................................4
2.	AIRPORT DEBT ASSIGNMENT	11
3.	CONDITIONS PRECEDENT SATISFACTION DATE	12

4. ACQUISITION OF ACSA STAKE AND BIDVEST STAKE AND SETTLEMENT OF

PROCEEDINGS	12
5.	DEBT CONVERSION AND HANCOCK DEBT ACQUISITION	13
6.	STAKE ACQUISITION	15
7.	UNDERTAKINGS AND COVENANTS	15
8.	REPRESENTATIONS AND WARRANTIES	17
9.	EFFECTIVENESS AND TERMINATION	17
10.	NOTICES	18
11.	CONFIDENTIALITY	19
12.	GOVERNING LAW	19
13.	DISPUTE RESOLUTION	19
14.	MISCELLANEOUS	20
SCHEDULE - 1	22
SCHEDULE - 2	24
SCHEDULE - 3	28
SCHEDULE - 4	29
SCHEDULE - 5	35
SCHEDULE - 6	36
SCHEDULE - 7	38
SCHEDULE - 8	40

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1. GVK POWER AND INFRASTRUCTURE LIMITED, a company incorporated under
   the Companies Act, 1956, with corporate identification number
   L74999AP2005PLC059013 and having its registered office at 'Paigah House', 156-159, Sardar Patel Road, Secunderabad - 500 003 (hereinafter referred to as "GVKPIL", which expression will, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);
2. GVK AIRPORT DEVELOPERS LIMITED, a company incorporated under the Companies Act, 1956, with corporate identification number U62200TG2005PLC046510 and having its registered office at 'Paigah House', 156-159, S P Road, Secunderabad- 500003, Telangana, India (hereinafter referred to as "GVKADL", which expression will, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);
3. GVK AIRPORT HOLDINGS LIMITED, a company incorporated under the Companies Act, 1956, with corporate identification number U62200TG2005PTC046505 and having its registered office at 'Paigah House', 156-159, S P Road, Secunderabad- 500003, Telangana, India (hereinafter referred to as "GVKAHL", which expression will, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);
4. ADANI ENTERPRISES LIMITED, a company incorporated under the Companies Act, 1956, with corporate identification number L51100GJ1993PLC019067and having its registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S.G. Highway, Khodiyar, Ahmedabad - 382 421, Gujarat, India (hereinafter referred to as
   "AEL", which expression will, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

Adani and AEL are referred to herein as "Adani". GVKADL, GVKAHL and Adani are collectively referred to herein as the "Parties" and individually as a "Party".

WHEREAS:

1. GVKADL and GVKAHL are companies engaged in the business of developing infrastructure facilities and holding investments directly and indirectly in companies engaged in the development and operation of the Mumbai International Airport and the Navi Mumbai International Airport.
2. As of the Agreement Date the shareholding pattern of each of GVKADL, GVKAHL and MIAL and NMIAL is set out in Schedule 1.
3. GVKCD (defined below), has availed the Hancock Debt (defined below) from the Hancock Lenders (defined below), the details of which are set out in Part A of Schedule 2.
4. GVKADL has availed the Airport Debt (defined below) from the Airport Lenders (defined below), the details of which are set out in Part A of Schedule 2. All the shares and securities of GVKADL and GVKAHL are subject to Encumbrances created in favour of the Airport Lenders and Hancock Lenders as more particularly described in Part B of Schedule 2.
5. GVKADL and GVKAHL had entered into a share subscription agreement dated October 27, 2019 and other transaction documents with certain investors ("Investors") for the issuance of such number of Equity Shares of GVKAHL to the Investors aggregating to 82.26% of the paid up share capital of GVKAHL on a fully diluted basis to meet and settle its obligations under the Airport Debt and Hancock Debt. However although significant time has passed the conditions imposed under the abovementioned transactions documents

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have not been fulfilled despite best efforts by the GVK Parties, and the conditions imposed by the Investors have now become impossible to be fulfilled under the current circumstances being faced by MIAL due to the COVID-19 pandemic and the threat of default and action by creditors of the GVKPIL Entities. Further the Investors have also withdrawn the funds placed by them in escrow for the continuation of the injunction against any sale of Bidvest Stake, and consequently the injunction imposed by the Honourable Arbitral Tribunal on sale of Bidvest Stake has also now been vacated.

1. On account of various developments post signing of the agreements with the Investors, including the outbreak of the COVID-19 pandemic, MIAL is in a precarious financial condition and there is imminent threat of default by MIAL on its borrowings from various public sector banks. COVID -19 has had a significant impact on the financials, profit and revenues of MIAL, and it is in the verge of defaulting to its creditors. Given the position of the Chhatrapati Shivaji Maharaj International Airport as one of the biggest airports in India and the gateway to its financial capital, Mumbai, the significance of MIAL as an asset of national importance cannot be understated, and consequently there is immediate requirement of funding for MIAL to prevent any default and tide over the financial condition being faced by MIAL due to the COVID-19 pandemic.
2. MIAL also holds 74% of the paid up share capital of NMIAL (defined below) which is the concessionaire for the construction, development and operation of the international airport at Navi Mumbai. In light of the prevailing conditions, NMIAL has also been facing difficulties in commencing work and in also achieving financial close required for the timely implementation of the Navi Mumbai airport, and has been receiving several notices in this respect from CIDCO.
3. Further, the GVKPIL Entities (as its largest shareholder, holding 50.5% in MIAL) is highly leveraged on account of the Airport Debt and Hancock Debt and is consequently not in a position to raise additional debt or funding capital in MIAL. Further the Airport Debt is overdue and there is significant risk of enforcement by the Airport Lenders (and consequently the Hancock Lenders) who have a security over all the shares and securities of GVKAHL and GVKADL).
4. For the reasons set out in the letter dated August 27, 2020 issued by the relevant GVK Parties to the Investors, the agreements with the Investors have been abandoned by the parties thereto and the relevant GVK Parties have also issued a formal notice in this respect to the Investors notifying them that the agreements have come to an end on account of the reasons set out therein. Further due to the financial condition of the GVK Parties, the GVK Parties have not been able to raise any other sources of funding to meet their debt obligations, the debt obligations and funding requirements of MIAL and to progress construction and financial closure of NMIAL.
5. Adani has signed agreements for acquiring ACSA Stake (defined below) and Bidvest Stake (defined below) with each of ACSA (defined below) and Bidvest (defined below) such that, upon acquisition, it will acquire Equity Shares of MIAL aggregating to 23.5% of the paid up capital of MIAL on a fully diluted basis. Further, on account of withdrawal of fund by the Investors from the escrow, the existing injunction imposed on the transfer of Bidvest Stake has also been vacated. Adani has also shown interest in acquiring a larger stake in MIAL, and in this respect has signing agreements with the Airport Lenders for acquiring the Airport Debt.
6. In light of the above, and from the perspective to stabilize the financial condition at MIAL and prevent any enforcement action being taken by the Airport Lenders against the GVK Parties, Adani intends to convert such Airport Debt to equity shares of GVKADL and consequently be able to bring in the requisite capital required in MIAL to address its

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