KEY CONTRACTUAL FEATURES

•  DIAL's revenue is made up of two main elements:

1.  Aeronautical charges: Existing charges remain unchanged until the completion of capital upgrades, when a 10 percent increase will be permitted. Thereafter, these charges are capped by CPI-X increase to achieve a target revenue for a five-year regulated period. The CPI used will be the All India CPI.

2.  Non-aeronautical charges: These are the revenues from non-aeronautical activities, such as advertising, duty-free retail sales, car parking facilities, and food and beverages.

•  DIAL is responsible for developing the airport as per the concession master plan. The first phase requires the upgrade of two existing terminals and the construction of a new runway (and associated infrastructure), followed by the completion of a new third terminal, cargo facilities, and airport access. The entire construction period was approximately 36 months, with targeted completion in March 2010.

•  DIAL leases the site from the AAI for a nominal rent. The concession also allows DIAL to develop 5 percent of the total airport size for commercial property development; this is expected to primarily constitute hotel construction. The income secured from this commercial development is contributed as quasi-equity for the airport's development.

•  The contract has some performance measures: for example, following completion of capital upgrades in 2010, DIAL should achieve a rating of at least 3.5 for Airports Council International passenger surveys; the airport master plan should be updated at least every 10 years; and DIAL should participate in the International Air Transport Authority within 12 months of contract signature. DIAL provides a performance guarantee of Rs 5 billion for the first five years of contract; this guarantee is required to be escalated as per the CPI on an annual basis.

•  All the shareholders are required to maintain their stake in DIAL for a specified period. In addition, financing agreements executed with lenders also have minimum management control requirements.

•  The Government of India provides a cap on DIAL's risk from change of law and has an overall cap on its annual liabilities to DIAL.

•  On termination for default by a party, compensation is to be paid by the party at fault as follows:

-AAI default: 100 percent outstanding debt and 120 percent equity invested as part of core assets

-DIAL default: 90 percent of debt outstanding

•  DIAL has right of first refusal to develop a new airport within 150 kilometers of the project during the first 30-year concession period.