From: Fordham, Michael <Midrael.FordharTr@irngworld.com>

To: Wldblood, Andrelt/ <Andrer,t/.\Mldblood@irngworld,com>; lkrnodi@aol.com <lkrmdi@aol,com>i Griffiths, Peter<Peter.Griff ths@ingworld.conp ; SundarRaman <sundar@iplt20.cofil>

cc: Loffhagen, John <John.Loffhagen@imgworld.corp; Bcci Aol <Bccimarketing@aol.com>; Manning, Paul<PManning@csi-sports.net>

Subject: RE: IPL related issues

Date: Wed, Jan 21, 2009 3:38 pm

The name of the person at PVR was Gautam Dutta (Marketing Director). I will set up another meeting withhim.

From: Wildblood. AndrewSent: 21 January 2009 10:04To: lkmodi@aol.com; Grifriths, Peter; Sundar RamanCc: Lofihagen. John; Boci Aol; Fordham, Midlael; Manning, PaulSubject! RE: IPL related issues

Dear LaI it,

We wiL.1 get across these three issues riqht away. P]ease see init-ia.L co(unentsbeLor.r.

-----Original Messaqe-----From: lalit modi lrnailtoi LkmodiGaol.com]Sent: 21 January 2009 03:50To: Wifdb.Lood, Andrew; criffiths, Peter; Sundar Raman.-^. r.^f fhadar .r^hn. R..i AolSrrhitr/-f . TPT, rr'l ,ited i ssues

Dear Andrer,r

The IP], season is around the corner and as such there are a few things we needLo resolve asap lrhich are eiLher oulsLanding o-r need cornpLetion.

1. In regard to our conversation abouL fPL Lheatrical riqhts, I had menLioned toyou to leave the same aLone as I was in advance conversation with Sony on lhesane. on further reflection f befieve its not in Bcci and TPLrs best interest tohave all its eggs in one basket, From now on we should broadbase our partners,Therefore you have the Go ahead to get offers for theatrical Rights with thecompanies that have approached us for the same. We can do gl-obal deal with whoever is ready to give us best deal asap. AW-Mike had a meetinq with RajeshSawhney at Reliance. This was the meeting at which Sawhney asserted that 1) theyare already included in the Big TV official Partner deal, and 2) the rights haveno value. Mike then had a meeting pfanned with xxx at PVR which was cancelledfolfowing our conversation re Sony. Mike is back in India next week and willreinstate this meeting, The question then is how do we handle Reliance. Has theOfficial Partne.r discussion cornpfetely broken down. is Anil Ambani aware of thesituat ion ?

2. Sony Distribution - this remains a great concern Lo us especially in souto.Pfease irunediately Look into this and advise whether they have thee requisitedistribution across the country or not. I woufd need you to present me detaifedanalysis at the Governing Council meeting on the sth of Feb for us to take aview on the same. It is irnperative that the same is not like last year and wewill need to ascertain the same. AW-We wilf do the necessarv checkinq on thesane

3. Sony - has been jeopardising our negotlations with regards to closure of ourtender with Big Tv, We have written to them to ensure they do not cfose any deallilth Airtel-. but Airtef has informed us that they have closed. Pleaseinvestigate the same and.report the same to us asap so we can take approprialeaction. AW-I will look into this, Paul please provide ne with the backgroundpaperwork. Please treat these as most urgent. WilI do

'. Warm rega.rds

Lalit ModiChairman and Commissloner I P],.Sent from my BlackBerry@ e.rire.Less device

The preceding e-mail messaqe (incfuding any attachments)contains .info.rrnation that may be conf.idenLia.l, may be protectedh1, tha at r^rhAtr-^l ianf

^r ^+h6r r^hl i^.1-1la ^.ivilA^a<

constitute non-public information. It is intended to be conveyedonly to the designaLed recipienL (s) named above. If you are notrh i ^l anda.l rA^ihi6n+ ^f +hie ^larcA h^fi f17 fha ean.larhw rohl rrihd t^ fhi< mA<<rda rnrl thah dalata:11 .^nio<

^f it

from your conputer system. Any use. d.issemlnatlon, distribution.or reproduction of this message by unintended recipients is notauthorized and may be unfalrfuf.

Webnnil :: ITT for theaterical rights

SubjectSender

ReciplentcoPy

Dat€

ITT for theaterical rightssundar@iplt20.com <sundar@iplt20.com >

Venu Nair <venu. nair@worldsportgroup.com >

Lalit Modi <lkm@iplt20.com>, Michael Fordham< Michael. Fordham @imgworld.com >

16.02.2009 13:02

r*#s*lk€

Dear venu,

Refer our discuss ionswe vJill be issuinq an

I look forward to Your

SundarSent from BlackBerry@

regarding Lhe -tPL Theatrical rights. In line withT'I.I f^r ihie Fidhr- a^^n

continued interes! in the theatrical rights.

on Airtel

the BCCI practice.

I of I

Webnrail :: Fw: Theatical Rights

subject Fw: Theatrical RightsSender sundar@iplt2o.com <sundar@iplt2o.com>

Re€ipient LalitModi <lkm@iplt2o,com>

Date 25.02.2009 20:36

Fra* |{t*{!d! lar $* rqd*a{i&

. d20090224 pm (Cinema Rights ITT)V4 CLEAN.doc (318 KB)

Noticed some changed were required. Have done it in this. Kindly refer to this.

Sent from BlackBerry@ on Airtel

From: "Manning, Paul'Date: wed. 25 Feb 2009 14:58:03 +0000To: Sundar< sundar@iplt20.com >Subiect: RE: Theatrical RightsHi Sunda r

Payment 14 days prior to the first match at 4.2.US$2m performance deposit at 7.1Bank guarantee included at 7.2

l've tidied one or two other points too.

Best regards

Paul

From: Sundar Imailto:sundar@iplt2o.com]Sent: 25 February 2OO9 L4:32To: Manning. PaulSubject: RE: Theatrical Rights

The performance deposit is USD 2lv1n right? We need to include a bank guarantee. I had that added, if Iremember. Yes Licence fee to be paid in full no later than 14 days.

From: Manning, Paul [mailto: PManning@csi-sports. net]Sent: 25 February 2OO9 l9:4LTo3 SundarSubj€ct: RE: Theatrical Rights

HiSundar

On eligibility we have fit and proper person and no bids from entities in default of a contract with BCCI orassociated with a company that is in default. The additional eligibility criteria in the media rights iTT were thatbidders had to be Broadcasters or sports marketing agencies and minimum financial standing, neither of whichhelps with the party mentioned.

We have not included a bank guarantee - as a one season deal is this necessary. We do have a performancedeposit - but that is only two dollars. Unless this is just formality to ensure consideration has passed, this shouldbe increased.

Shall we stipulate that the licence fee must be paid in full by no later than 14 days prior to the first match?

Cheers.

Paul

I of 2

SubjectSender

RecipientcopyDate

Theatrlcal RightsSundar <sundar@iplt20.com >

lkm@iplt20.com < lkm@iplt20. com>

Manning, Paul < PManning@csi-sports. net>25.O2.2OO9 r9t20

^rsH*#s#ktf

. ITT iPL Theatrical Rights 2009 - Mark up.doc (317 KB)

. ITT IPL Theatrical Rights 2009.doc (315 KB)

Clean and marked-up copy attached...

Key highlights...

. Reserve price of USD 2Mn for Global rights

. Bankguarantee of USD 2mn

. Joint bids allowed

. We will give the world feed signal back of truck to them

. They will have to give first right of sponsorship to IPL ground partners

' NO virtual gra phics a llowed at any time d uring the telecast - no pull through, sq ueezes etc etc.. Licensee gets first right to negotiate for 1 month period for 2010 season onwards

Currently we haven't kept any restrictions for bidders - except for entities in dispute with ECC| (to exclude Zee).

Sundar

l of I

Webnrail :: Re: Theatical Rights

Subj€ctSender

Recipient

Dat€

rs#*HkSRe: Theatrical Rightssundar@iplt20.com <sundar@iplt20.com >

Digvijay Singh <dsingh@nimbus.co. in >, Radhika Moolraj< bccimarketing@aol. com >, Lalit Modi < lkm@iplt20.com >

04.03.2009 23:16

Di gsv,

The qualification and eligibility criteria is deLailed in the 1TT. In your opinion if youmeet them, you should consider yourself eliqible and qualified.

we will ascertain that only when we open envelope A.

ReqardsSundar.___---/.\, i ^i nr l

To: Sundar RamanTo: Radhika MoolrajTo: Lalit ModiReplyTo: Digvijay Singhsubject: RE; Theatrical RightsSent: Mar 4, 2A09 22t58

Sundar,

I am confused, Does this mean that you consider Nimlcus eliqible, qualifiedand welcome to address this enquiry?

Digvijay singh

-----n,i di n: l M6<<ana-----

From, !!I!4lje]f?!-,jgg Irnailto : sundar Q i p ] t 2 0 . corn lSentr 04 Maich 2009 22:53To: Radhika Mooliaj; Lalit Modisubject: Theatrical Riqhts

A1I,

we have considered you! requests regarding e:<tension for submlssiontender.

The date for submission is nor{ extended from the 6th March to l2noon12th March, 2009.

Regardssundar

sent from BlackBerryR on Airtel

Sent from BfackBerry@ on Airtel

of the

on the

l of I

Webnnil :: Theatrical Rights

SubjectSender

Recipient

Date

Theatrical Rightssundar@iplt20.com <sundar@iplt20.com >

Radhika Moolraj < bccimarketing@aol.com >, Lalit Modi< lkm@iplt20.com >

04.03.2009 22:53

gmor::ks

Att,

we have considered your requests regarding extension for submission of the tender.

The date for submission is now extended from the 6th March to 12noon on the 12th March,2009 .

Rega!dssundar

Sent from BlackBerry@ on Airtel

lotl

Subject VariousSender Sundar <sundar@iplt2o.com>

Recapaent Lkm ipl < lkm@iplt20.com >

Date 07.03.2009 20:45

Dear Lalit,

Need your views and approvals on the following...

**#sk€

r. Ogilvy and groupmHave told groupm 2olo coffimission. Worst case will settle at2.5o/o(vs last year net realised was 4.5olo for them). Ogilvy will settlesomewhere between 7 and 8o/o

z. Tuesday press conference and meetingCurrent schedule is 12noon Press conference and 2pm Royalsmeeting. Propose we do an operational meeting review withCatherine and team post that starting at 3pm - unless you want tomeet the rest of the franchisees one on one to do operationalreview.

r. Press conference requirements...Is the violation video required to be cued and kept forTuesday? Oris that for another day?

r. Andy Kaplan callI have told Andy to sort his issues out and no point in talkingendlessly

s. Theatrical Rights and IPL TowerCurrently the Theatrical Rights tender is to open on Thursday. Sriniwas going through the contracts of the rights tender along with IPLtower with Akhila. He said he wanted to talk to you about is as hewas worried about BCCI getting taxed and stuff like that. He wantedto talk to you before this was closed.

Sundar

I of2

Best Regards

Webnnil :: RE: ITT - Theahical Rights DLF IPL Season 2009

SubJectSender

Recipient

Date

Ail,

RE: ITT - Theatracal Rights DLF IPL Season 2OO9

Sundar <sundar@iplt20.com >

lkm@iplt2o.com < lkm@iplt20.com >, Radhika Moolraj< bccimarketing@aol.com >

15.03.2009 13:04

*sfsxkS

The submission date for the theatrical tender scheduled for tomorrow (Mar 16th) hasbeen postponed . I will inform you of the new date, which will be in the coming weeksoo n

Sundar

From: Sundar Imailto:sundar@iplt20.com]Sent: 11 March 2009 23:34To:'lkm@iplt2o.com';'Radhika Moolraj'Subject: RE: ITT - Theatrical Rights DLF IPL Season 2009

Ail,

Further to my mail earlier today and acknowledging the mid-week holiday today , the

submission of tender document has been changed to 12noon , Monday 16th March,2009. The venue will be at Nirlon house.

RegardsSundar

From: Sundar Imailto: su ndar@iplt20.com]Sent: 11 March 2OO9 L2i44To:'lkm@iplt20.com';'Radhika Moolraj'Subject: RE: ITT - Theatrical Rights DLF IPL Season 2009

Ail,

The submission of the tender document is 12noon I2/Mar/2009 at the followingven u e...

Modi Enterprises

3ro Floor, Nirlon HouseDr AB RoadWorliMumbai

l of I

Webnnil :: ITT - Theanical Riglts DLF IPL Season 2009

Subject ITT- Theatrical Raghts DLF IPL Season 2OO9

Sender Sundar < sundar@ipltzo.com >

Reciplent lkm@iplt2o.com < lkm @ipltzo.com >, Radhika Moolraj< bccimarketing@aol.com >

Date 01.03.2009 17:09

ls#sxksS

. ITT Theatrical rights IPL 2009 Season.pdf (285 KB)

All,

Please find attached the ITT for theatrical ri8hts for DLF lP[ Season 09.

Best RegardsSundar

I of 1

Sender Sundar <sundar@iplt20.com>

Recapient lkm@iplt20.com < lkm@iplt20.com >

Date 27.07.2009 15:08

mH*mk&

. ITT Theatrical rights Final.doc (233 KB)

Theatrical rights - Tender doc

lorl

f,ll,FH,'f,Hft',tH

LEfiGUEINVITATION TO TENDER

FOR

THEATRICAL RIGHTS

FOR

THE INDIAN PREMIER LEAGUESEASOTV 2009

CONTENTS

1. INTRODUCTION

2. INVITATION TO TENDER

3. THEATRICALOWNER'S RIGHTS/OBLIGATIONS

4. PAYMENTS

5. REQUIREMENTS FOR PREPAMTION AND SUBMISSION OF BIDS

6. AMENDMENT/ADDENDUM

7. REQUIREMENTS OF THE TENDER

8. SUBMISSION OF THE BID

9, SELECTION OF WINNING BIDS

10. GENERAL

11. ACCEPTANCE OF TERMS AND CONDITIONS

12, CONFIDENTIALITY

13. GOVERNING LAW AND DISPUTE RESOLUTION

SCHEDULE 1 - GLOSSARY OF TERMS

SCHEDULE 2 - LETTER OF ELIGIBILITY

SCHEDULE 3 - AFFIDAVIT

SCHEDULE4-BIDFORM

SCHEDULE 5 - TERMS AND CONDITIONS APPLICABLE TO THEEXPLOITATION OF THE THEATRICAL RIGHTS

SCHEDULE 6 - INDICATIVE FIXTURE SCHEDULE

1.

1.1

INTRODUCTION

The Board of Control for Cricket in India ("BCC|") is a society registered under TheTamil Nadu Societies Registration Act 1975 and has its head office at Cricket Centre,Wankhede Stadium, Mumbai 400 20, India. A separate Sub Committee unit of BCCIhas been set up known as lndian Premier League ('lPL) to establish and overseethe operation of a domestic Twenty2O cricket competition in India and, if appropriate(see below), elsewhero in the world (the "League"). This document constitutes aninvitation to tender to any person who wishes to acquire exclusive Theatrical Rightsin respect of all the Matches of the League to be held in 2009. In this document:

"Theatrical Rights" shall mean the right to transmit in full the Feed of the Matches inthe League to be held in 2009 on a live basis only for exhibition to an audience in amovie theatre or cinema only.

'Licence' shall mean the exclusive, non-transferable right and licence tocommercially exercise the Theatrical Rights and

"Licensee'shall mean the person who has been awarded the exclusive TheatricalRights as a r€sult of having made a successful Bid.

The Licensee shall have the exclusive rights to commercially exploit the TheatricalRights (as defined above) in respect of all the Matches of the League to be held in2009. An example of how the League's Matches may be co-ordinated is set out inSchedule 6 (although this League Match schedule is indicative only and is notfinal).

The Season will, in respect of the League, last approximately six weeks during Apriland May of 2009. For the avoidance of doubt the Theatrical Rights do not include anyrights to the cricket toumament cunently known as the Champions League Twenty20(or any replacement thereofl.

The words and expressions defined in Schedule 1 shall have the meaning set out inthis ITT unless the context reouires otherwise.

1.2

1.3

1.4

2. INVITATION TO TENDER

2.1. Invitation

IPL hereby invites tenders from reputed third parties to acquire the Licence for the TheatricalRights in the manner described in this lTT.

2.2. Bid Objectives

As part of the Bid, the Bidders must demonstrate to IPL in detail in writing how they will beable to maximise the exploitation of the Theatrical Rights.

2.3. Eliglbllity to Bld

For the purpose of this lTT, any entities anywhere in the world (which expression includes,as regards corporale entitios, the Bidder and/or its parenl or subsidiary company), whichsatisfy the following requirements as at the date of this ITT (or such other specffic date as isspecified in this ITT in relation to any individual criteria) are eligible to participate in thistender orocess and to submit Bids:

a) Bidder shall have acc€ss to a minimum of 500 theatres in India installed withequipment capable of receiving and exhibiting the HD Feed as defined in clause (1)(i) Schedule 5 . HD hereinafter shall mean to be signals with a minimum resolution of720p.

b) Bidder shall have a minimum networth of INR 10 Crores

c) Bidder shall have, themselves or through a tie up, technological feasibility toeffectively execute he rights to be granted under this lTT.

d) Bidder shall ensure that the signalfeed of the matches is relayed in encrypted formatto prevent unauthorized access to the feed. Any unauthorized feed will result incancellation of the contract and forfeiture of the advance or deposit and be furtherliable for the full value of the contract, including encashment of the bank guarantee.

2.3.2 Fat and proper person

Each Bidder must be a fit and proper person and IPL reserves the right to reject any Bidfrom any Bidder which IPL does not believe satisfies this criteria.

(a) Consortia, joint ventures (whether incorporated or unincorporated) or joint bidders(each a "Consortium') may submit a Bid ("Consortium Bid(s)"), provided that:

i) the members of the Consortium collectively satisfy the criteria for BiddeG set outin this ITT and the Eligibility L6tter;

ii) each member of the Consortium is jointly and severally liable for the acts of eachother member in relation to its Consortium Bid(s); and

iii) the Consortium fully describes the relevant terms of its Consortium arrangementin its Consortium Bid.

(b) Each member of any Consortium may also submit a separate Bid on its own behalf.For the avoidance of doubt, IPL reserves the right, if it determines it appropriate in

(c)

the circumstances, to enter into direct arrangements with individual members of anyConsortium.

lf a Bidder has entered into an agreement for a joint venture (whether incorporated oryet to be incorporated), which shall be the Licensee or otherwise be entitled to all orpart of the Theatrical Rights whether as a licensee, marketing agency or in any othercapacity, the Bidder is required to disclose in the Bid all material details of th6 jointventure agreement.

Guarantees

Depending upon the financial standing of any Bidder, IPL reserves the right (at itssole and absolute discretion) for a parent company or other such company ofsatisfactory financial standing to guarantee the obligations of the Licensee pursuantto the Theatrical Rights Agreement (as defined below). In the case of a ConsortiumBid, each member of the Consortium will be obliged to guarantee the obligations ofthe Licensee in the Theatrical Righb Agreement. The failure to supply such aguarantee will entitle IPL (in its sole and absolute discretion) to terminate theLicence/ Theatrical Rights Agreement.

Bid Rejection

Any Bid submitted by an entity which fails to satisfo the eligibility requirements set outin this ITT may be accepted or rejected by IPL in its absolute discretion. IPL shall notadvise a Bidder wh€ther it is qualified or not. The Bidder must submit its Bid inaccordance with the process specified in this ITT and enable IPL to then evaluate itsBid.

Potential bidder8 should also be aware that any Bid submltted by any personthat is currently in default of any contractual obligation or undertaking oured tothe BGGI (including, without limitation, any payment obligataon) or which isotherwise connected with any person (including by way of being a subsidiaryundertaking or a parent company or part of a group of companies undercommon ownerehip and/or control) that is currently in default of anycontractual obllgatlon or. undertaklng owed to the BCCI (lncludlng, withoutlimitation, any payment obligation) may be rejected by IPL in its absolutediscretion notwithstanding that such person otherwise fulfils the eligibilitycriteria set out in this lTT.

2.3.3

2.3.4

3.

3.1

LICENSEE RIGHTS/ OBLIGATIONS

Overview

This ITT constitutes an invitation to persons to tender for the right and obligation tocnmmercially exploit the Theatrical Rights. Such Theatrical Rights shall be subject to theterms and conditions as contained in a Theatrical Rights Agreement to be entered into byIPL and the Licensee whose Bid is accepted by lPL. The Licensee will have the right toreceive certain revenues relating to his exploitation of the Theatrical Rights as detailedbelow.

3.2 The Licence

The Licensee will have the exclusive right and obligation to exploit the Theatrical Rightsrelating to the League. The Licensee shall, subject to the ongoing requir€m€nt to complywith the Theatrical Rights Agreement at all times, be entitled to exploit the Licence at for thedevelopment of local commercial arrangements with sponsors and suppliers (as summarisedin Section 3.3 (b) below) although the attention of Bidders is drawn to the fact that all rightslvhich are not expressly granted to the Licensee under the Theatrical Rights Agroement shallnot be available to the Licensee.

3.3 Theatrical Rights

3.3.1 Th€ Theatrical Rights shall compromise:

the right to transmit in full the HD Feed as detailed in clause (1) (i) of Schedule 5, ofthe Matches in the L6agu€ to be held in 2009 on a live basis only for exhibition to anaudience in a movie theatre or cinema only, including drive-in theatres. In case of amatch taking place in a particular city, example a match in Jaipur, then that matchshall not be made available in Jaiour for exhibition thru the Movie theatre or Cinema.Any violation of this will constitute a material breach. Please factor this for all the 59matches in your calculations.

In the event of any dispute as to whether premises are a movie theatre or cinema,IPL's decision (in its sole and absolute discretion) shall be final.

Licensee shall not make use of unlawful signals for the purpose of exhibition ofMatches in the theatres. Unlawful signal shall mean and include unauthorized signalsreceived from any source, including broadcast signal which is intended for generaltelevision viewing on official broadcaster network.

The Theatrical Rights do not include the right to transmit the HD Feed of Matches ona delayed basis, it being acknowledged that the HD Feed of the full Matches shall notbe exhibited on a delayed basis in cinemas until after the conclusion of the finalMatch of the 2009 IPL season.

3.3.4 The Licensee shall not have the right to edit, manipulate, alter, dub, subtitle orrepackage the HD Feed except to conform local censorship regulations

3.4 Term

3.4.1 The Theatrical Rights to be exploited by the Licensee pursuant to this ITT are only forthe Matches taking place in the 2009 Season of the League (the 'Term").

3.3.2

3.5 Exclusivity

The Theatrical Rights shall be granted exclusively to the Licensee worldwide.

3.6 Theatrical Rights Agreement

3.6.1 The form of a Theatrical Rights Agreement, which shall be sent to the recipients ofthis ITT in due course, and in any event prior to the deadline for submission of Bids,sets out further details in relation to the operation of th€ Licence including theLicensee's obligations in respect thereof. The Bidder shall be required to submit theform of Theatrical Rights Agreement with its Bid signed and unaltered in any way,save for the inclusion of its name, address and the Licenc€ Fee. Any oth6r aherationsto the form of Theatrical Rights Agreement as issued by IPL shall entitle lPL, in itsdiscretion, to disqualify the Biddofs Bid.

3.6.2 Without limitation, the terms and conditions set out in Schedule 5 hereto shall applyto the Licence of the Thoatrical Rights and shall be set out in the Theatrical RightsAgreement.

4. LICENSEE PAYMENTS

4.1 The Bidder must state in its Bid the monetary fee that it ofiers to pay to IPL inconsideration for the Theatrical Rights (the 'Licence Fee"):

4.2 The Licence Fee shall be stated in US Dollars, unless otherwise notified by lPL. TheLicence Fee shall be paid in US dollars unless the Licensee is an Indian entity inwhich case (and as required by law) such sums shall be paid in Indian Rupees(converted at the TT selling exchange rate published by The Stiate Bank of ndia atth€ time payment is required to be made). All such sums shall be paid together withany service tax which may be chargeable thereon and without any set-offs,deductions, withholdings, taxes or bank charges (including without limitation,withholding tax€s)of any kind. To the extent the Bidder is required by law to deduct orwithhold any taxes on amounts payable to the lPL, when making such payments theBidder shall simultaneously pay to the IPL such additional amount as is necessary toensure that the net amount received by the IPL (free to any liability in respect of suchdeduction or withholding) is equal to the full amount that the Bidder would havereceived had no such deduction or withholding been required.

4.3 Any failure by a Licensee to pay any of the above-mentioned sums on the due datefor payment will be a material breach of and entitle IPL to terminate the TheatricalRights Agreement immediately.

5.

5.1

REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS

Further lnformation

Bidders shall remain responsible for obtaining all furthor information necessary orexpedient for the purpose of submitting their respective Bids, and will be deemed tohave done so before submitting any Bid. Information may be sought up to 4 March2009 and thereafter any further queries will be responded to at IPL's sole discretion.No irrelevant query will be entertained and the decisions of IPL in this regard shall befinal. No Bidder shall, in the process of seeking clarifications, enter into anycontractual negotiations. Further, no Bidder shall, in the process of seekingclarifications, submit a request for information relating to any internal processesfollowed by lPL.

Requests from Bidders for clarffication and/or further information relating to this ITTmust be addressed to IPL and marked for the attention of Mr. Sundar Raman andreceived by IPL by way of electronic mail (e-mail) sent to sundar@iolt20.com with acopy to lkm@iplt20.com.

Save as specified herein, Bids and other supporting pap€rs that may be fumishedshall and will become the property of IPL upon their delivery and IPL Wll not beobliged to return them. However all information and documents that are furnished toIPL will be treated as strictly confidential and shall not, unless required in accordancewith law, be disclosed to any other party.

No Conditionality

Bidders shall not make any of their Bids subject to any form of conditionality orlimitation including, without limitation, th6 identity of, or particular arrangements beingput in place with, any other third party. Any such conditional Bids may summarilydisqualified by the IPL in its discretion.

Bid Costs

Each Bidder is solely responsible for all costs, expenses and liabilities incurred by itin the preparation and submission of its Bid(s) and any responses to requests forfurther information by lPL.

AMENDMENT/ADDENDUM

The information set out in this ITT is in summary form and does not purport to containermplete descriptions of the terms of the Theatrical Rights or the terms andconditions affecting the exercise of the same, all of which may be subject to changeand amended by IPL in its discretion. This ITT does not contain any representationupon which any Bidder is entitled to rely at any point in time in order to bring anyclaim, action or proceedings against BCCI, IPL or any other third party (whether formisrepresentation or otherwise).

At any time prior to the last date for submission of the Bids, IPL may, either for anysupervening factors and/or events or in response to a bona fide request for furtherinformation (including clarification) by a Bidder, modify, add, withdraw or alter the

5.2

R2

6.

6.1

6.2

7.

7.1

terms of the invitation andi or the conditions of this ITT by issuing an Addendum(s) orotherwise, without any obligation to provide reasons.

The amendment(s/addendum(s), if any, will be notified in writing to the Bidders atleast 24 hours orior to the last date for the submission of Bids. Suchaddendum(slamendment(s) will form part of this ITT and will be binding.

REQUIREMENTS OF THE TENDER

Performance Deposit

(a) Each Bidder must at least 48 hours before the submission of any Bid pay toIPL a single performance deposit (the "Performance Deposit") in the amountof US$ 2.0 Million dollars (payable in Indian Rupees using an exchange rateof 1 US $ to lNR50). The Performance Deposit shall be deposited by way of abankers draft issued by a bank of international repute drawn in favour ofIndian Premier League.

(b) IPL hereby irrevocably states that it shall retum the Performance Deposit tounsuccessful Bidders within 5 business days of the unconditional award of theLicence.

(c) For the successful Bidder the Performance Deposit shall, upon the award ofthe Licence, become IPL's property and shall act as the payment or partpayment (as appropriate) of the Licence Fee payable by the Licensee.

(d) Any Bidder which fails to comply with the above-mentioned requirement topay the Performance Deposit may be disqualified from bidding by IPL in itsabsolute discr6tion.

Tender Documents

Each Bidder shall at the time of submission of the Bid submit lhe followingdocuments:

(a) an Eligibility Letter together with any supporting documenb required to beprovided as per Schedule 2 of this ITT;

(b) an Affidavit which is to be attested/notarized on Rs.l00 stamp paper as perSchedule 3 of this ITT:

(c) a duly completed Licence Bid Form (in the form set out at Schedule 4) whichshould include full details of the Bidde/s proposed exploitation of theTheatrical Rights;

(d) a Theatrical Rights Agreement sign€d by a duly authorised representative ofthe Bidder included in the Bidde/s Licence Bid Form. In such TheatricalRights Agreement, the Bidde6 shall complete the following details:

i) the full name and address of the Bidder at the start of such agreement;

ii) the total amount of the Licence Fee included as part of the relevant Bid; and

(e) evidence satisfactory to IPL that the Bid has been signed by a duly authorisedreDresentative of the Bidder.

7.2

8.1. Only the persons which comply with the eligibility requirements set out in Section 2above are entitled to participate in this tender process and to submit a Bid. Any Bidsubmitted by any person who is not eligible as per the requirements of the above-mentioned eligibility section may be rejected by IPL in its absolute discretion.

8.2. The Bidders shall deliver to IPL the original of the Tender Documents (set out inclause 7.2 above duly filled in and signed and sealed along with all supportingdocuments and papers with three exact and legible copies thereof and documentsevidencing payment of the Performance Deposit as provided in Section 7 above.

The Tender Documents in sealed covers, as above, shall be delivered by hand inperson by an authorised representative of the Bidder to IPL by 12 noon on 6thMarch, 2009 at The Cricket Centre, Wankhede Stadium, Mumbai 400 20. Pleasenote that Bids sent by email or fax will not be accepted. No tender in torn condition orin unsealed covers will be accepted. All documents must be delivered at the sametime and no further documents will be accepted past the above-mentioned time anddate unless otherwise decided by IPL (in its discretion) in the case of exceptionalcircumstiances. The Eligibility Letter and Affidavit should be encloged in one envelopeclearly labelled 'Envelope A - Eligibility Lefter and Affidavit'.

The Licence Bid Form, the Theatrical Rights Agreement and the supportingdocuments refened to in paragraph (e) above should be enclosed in a separateenvelope cleady labelled 'Envelope B -Licence Bid Form together with supportingdocuments)".

8.3. The outer envelope containing the Tender Documents must be sealed and markedas follows:

Invitation to Tender - Indian Premier League Theatrical Rights

Attn of: Mr. Sundar Raman, lPL.

There should be nothing on the oubide of the envelope containing the Tender Documentswlrich identifies or indicates the identity of the Bidder.

9. SELECTION OF WINNING BIOS

9.1 Each Bidder must, as part of its Bid, specify the following information by lhecompletion of a document in th6 form set out in Schedule 4 (the 'Licence BidForm"):

(a) the Licence Fe6 that it is offering to pay for the exclusive Theatrical Rights inrespect of all the Matches of the League for the 2009 Season.. The attentionof Bidders is drawn to th6 fact that the proposed Licence Fee includedin the Bid shall be a minimum of US$ 2.0 Million (Two Million US dollars)and any Bid which includes a Licence Fee lower than caid sum will besummarily rejected;

(b) full details of its plans and proposals for the commercial exploitation of theTheatrical Rights.

IPL strongly recommends that an authorised signatory from each Bidder shall beavailabfe in Mumbai on 4' March. 2OO9 al 12 noon to Drovide anv clarifications as

9.2

may be necessary arising from their Bid, such clarffications to include possible re-Bids as contemplated below. lf any Bidder is unable to ensure that such anauthorised representative is so available then it should inform IPL in a timely fashionof contact details for a person who will be authorised to submit re-Bids in the event oftied Bids (see Section 9.3 below). The failure of a Bidder to be so available will resultin such Bidder failing to be able to submit such a re.Bid and in such circumstancessuch Bidder will be liable to be rejected.

9.3 An exclusive Licence for the commercial exploitation of the Theatrical Rights inrespect of all the Matches of the League to be held in Season 2009 will be awardedby the IPL in its sol6 and absolute discretion. For the avoidance of doubt, the IPL isnot obliged to accept the highest monetary offer.

9.4 In the event of the Licence Fee included in a successful Bid being increased as aresult of a re-bid then the relevant Bidder will immediately be required to endorse anamendment to the relevant signed Theatrical Rights Agreement to reflect suchincreased Licence Fee. Failure to comply with this requirement may (ln IPL'sdiscretlon) result in the Licence being awarded to another Bidder and thePerformance Deposit of the first-mentioned Bidder being forfeit.

9.5 The successful Bidder who is awarded the Licence must pay the Licence Fee for2009 within 5 days of it being awarded the Licence.

9.6 By submitting a Bid, each Bidder inevocably agrees to the abova.mentioned processfor th€ selection of winning Bids for a Licence.

10. GENERAL

10.1 No warranty or representation (express or implied) as to the reliability, completonessor accuracy of the information in this document or any other information at any timemade available to the Bidder is given by IPL or any other person. Accordingly, eachBidder and recipient of this ITT shall be responsible for vorifying the accuracy of allinformation contained in this ITT and for making all necessary enquiries prior to thesubmission of ib Bid. Neither IPL nor BCGI nor any of its/their associates, agents,employees or representatives will be liable for any claims, loss or damages sufferedby any Bidder, prospective Bidder or other recipient of this ITT as a result of relianceon any information contained in either document or otherwise.

1O.2 In fumishing this invitation, IPL does not undertake or agree to or acknowledge anyobligation to provide to the Bidder any additional information or any roving queries orto update this ITT or to correct any inaccuracies in it which may become apparent.

10.3 Neither the issue of this ITT nor any part of its content is to be taken as any form ofcommitment or acknowledgment on the part of IPL to proceed with any Bid or anyBidder and IPL reserves the unfettered right to annul, terminate or reiect any Tenderor to vary or terminate the tendering procedure at any time or stage without givingany reasons.

1O.4 IPL reserves the unfettered righl and absolute discretion at any time and without anyliability whaboever to any Bidder:

(i) to cancel the entire tendering process at any stage prior to the execution byBCCyIPL of a binding Theatrical Rights Agreement without giving anyreasons; or

(ii) to amend, vary, waive and/or modify any or all of the terms and conditions ofthis ITT (including the Theatrical Rights Agreement) without any reason orprior notice whatsoever being provided to any Bidder.

10.5 IPL shall not, in any circumstances whatsoever be responsible or liable in anymanner or mode by wlratever name called or described for any costs, losses orexpenses of any kind whatsoever incuned or suffered in connection with or as aconsequence of the preparation or delivery of any Bid, or compliance with any of therequirements of the this ITT by any Bidder.

10.6 Any conc€almont of material fact by or on behaff of any Bidder shall lead todisqualification of the Bidder.

1O.7 The grant of any Licence shall be conditional upon the Bidder entering into a bindingTheatrical Rights Agreement (t'ogether with any agreements to be entored into by theLicensee as contemplated by the Theatrical Rights Agreement) and not otherwise.

10.8 No Bidder (or any person in any way connected with or acting on behalf of a Bidder)shall take any action which is intended or likely to influence the award of the Licenceand any such action shall result in the imm€diate disqualif ication of the relevant Bid.

11. ACCEPTANCE OF TERMS AND CONDITIONS

11.1 Each Bidder irrevocably and unconditionally accepts and agrees that by submitting aBid:

(a) it agrees to be bound by the terms, conditions and obligations set out in thisITT and in the Theatrical Rights Agreement when executed;

(b) it has read and understood, and agrees and accepb, the provisions andprocedures, and terms and conditions (including the outcome) of this ITT; and

(c) waives its entitlement to seek injunctive or equitable relief in respect of thislTT, this tender process and the subject matter of this ITT

12, GONFIDENTIALIW

12.1 All information of whatever nature and in whatever format contained within any Bidand/or any response or clarification (whether oral or written) provided by IPL to anyBidder during the bidding process, (the Confidential Information) is and shall be keptstrictly confidential by the Bidder.

12.2 Accordingly, in consideration of IPL allowing that Bidderto participate in the biddingprocess for a Licence, each Bidder accepts that, by submitting any Bid(s), it isagreeing:

(a) to keep all Confid€ntial lnformation private and confidential and to use anyand all Confidential Information solely in order to consider and/or to make aBid. in order to seek to obtiain a Licence and in order to take part indiscussions with IPL as part of the bidding process; and

(b) not to disclose, distribute or reveal any Confidential Information to any personother than to those persons who are required to receive and consider thesame for the purpose of formulating the relevant Bid(s) and/or theirorofessional advisers under conditions of conf identialitv.

12.3 Confidential Information shall have the meaning ascribed to it in Paragraph 2 of theEligibility Letter.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 This ITT shall be govemed by, and construed in accordance with Indian law.

13.2 lf any dispute arises under this document which cannot otherwise be amicablyresolved between the parties, such dispute shall be submitted to arbitratlon andconclusively resolved by a single arbitrator appointed by mutual consent. lf theparties are unable to agree upon th6 identity of the arbitrator then he shall beappointed by The President of the Mumbai Bar Association. Both parties shall shareequally the costs, fees and other expenses of the single arbitrator appointed by themin accordance with The Arbitration and Conciliation Act, 1996, or any statutorymodification or re-enactment lhen in eff6ct.

13.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted inthe English language.

13.4 The decision of the arbitrator shall be in writing, and shall be final and binding uponthe parties. Each party shall bear its own lawyers'fees and charges and shall payone half of the costs and expenses of such arbitration, subject always to the finalaward of the arbitrator as to costs.

13.5 Each of the parties hereby acknowledges and agrees that its failure to participate inarbitration proceedings in any respect, or, to comply with any request, order ordirection of the arbitrator, shall not preclude the arbitrator proceeding with sucharbitration and/or making a valid final award.

13.6 BCCI and/or IPL (but not any Bidder) shall have the right to bring an action seekinginjunctive or other equitable relief before the Courts of Mumbai if it reasonablybelieves that damages may not an adequate remedy for any breach by any Bidder ofthe terms of this lTT.

SGHEDULE 1 (rTT)GLOSSARY OF TERMS

The following terms shall have the meanings ascribed to them in this lTT. Words andexpressions which are defined within this ITT shall have such meaning when used in thisITT.

BCGI means The Board of Control for Cricket in India.

Bid means a written offer to acquire an exclusive Licence to commercially exploit theTh€atrical Rights during th€ Term, and which is submitted to IPL subject to, and inaccordance with. the terms and conditions of this lTT.

Bidder means any person who submits a Bid or Bids to IPL in response to this lTT.

Bld Process means the procedure described in Section L

Brand Guidelines means those regulations, restrictions and limitations issued from time totime by, or on behalf of, IPL relating to the use and reproduction of the official titles, trademarks and logos of the lPL, any Match, any IPL team, and such other persons as may bespecified by lPL.

Broadcaster Guidelines means those regulations, restrictions and limitations issued fromtime to time by, or on behalf of, IPL relating to production, distribution and transmission ofany Match (in full or in part) (including the imposition of any on-screen graphics, adverts orcommercial or sponsored features) and/or the marketing, promotion or advertising of anyMatch, Player Auction to the extent only that such regulations, restrictions and limitations donot conflict with the terms of this Agreement or adversely affect the value of the rightsgranted to Licensee hereunder, or the ability of Licensee to fully exploit such rights to anymaterial extent and/or the use of any imagery, representation or likeness of any player,manager, coach or official of any Team.

Broadcast Sponsorship Opportunities means any sponsorship, promotional or otheropportunities available to any person to associate itself (including by way of any verbal,textual or graphic form) (directly or indirectly) with any transmission, delivery or exhibition ofany Match (or any part thereof, and including any trailers or promos in respect of same) ormade or provided pursuant to this Agreement, including any on-scr66n idontification(including any visual, verbal or musical identification), billboards, breakbumpers, on-airmessages such as squeezebacks, tickers, split screens, pop'ups or otherwise andBroadcast Sponsor shall be construed accordingly.

Busin€ss day mean8 any day (excluding Saturdays and Sundays) on which banks inMumbai are generally open for business.

Competitor means any person lvfiose business involves the provision of services or thesale, manufacture or distribution of goods which fall within the same category of goods orservices as those provided, sold, manufactured or distributed by (as relevant) the TitleSponsor or Official Sponsor.

Eligibility Letter or Letter of Eligibility means the letter to be submitted by each Bidder inthe format provided in Schedule 2 of this lTT.

Feed means the live and continuous moving image video signal of a stiandard andspecification consistent with the presently accepted strandard and specification ofinternational broadcasts of international cricket matches of each Match (including anyopening or closing ceremony) in either 16:9 or 4:3 aspect ratio incorporating slow motionreplays, titles and any graphics selected by, or on behalf of, Licensor, with intemationalcommentary in English, and with integrated international ambient sound and audio on aseparate track;

Graphics Package means any graphics (including statistical information and commercialidentifications) inserted into the Feed by or behalf of Licensee or (as the case may be)Licensor.

Intellectual Property means all copyright and other intellectual property rights howsoeverarising and in whatever media used or reproduced (whether such media is now known orhereafter devised), whether or not such rights are registered or capable of registration,including copyright, trade marks, service marks, trade names, registered designs, domainnames and any applications for the protection or registration of such rights and all renewalsand extensions thereof throughoul the world.

ITT means this Invitation to Tender document together with all Schedules lvhich form part ofit.

Licensee means the successful Bidder which is awarded the grant of the Theatrical Rights.

Live Feed lnsertions means the insertion of statistics. features and non+ommercialidentifications (including scrolls, pop ups and other forms of promotional and informativeinsertion) in the live Feed by or on behalf of Licensor.

Matches means the 59 x twenty overs per side cricket matche$ forming part of andcomprising the IPL Season 2009, including any opening and closing ceremonies.

Official Sponsors means any person to which IPL grants any marketing or otherassociation rights in relation to any Match or the lPL, including without limitation the umpiresponsor and official suppliers of the League appointed by IPL at anytime, but excluding theTitle Soonsor.

peBon m6ans any company, firm, partnership, unincorporat€d association and any otherentity of any kind whatsoever.

Season shall mean the period of time in 2009 during which the League shall take place.

Theatrical Rights Agreement means the written agreement to be entered into between IPLand the successful Bidders in the form supplied to recipients of this ITT (including the form ofany agreements or oth6r docum€nts attached or to be attached th€reto and as the samemay be amended by IPL).

Title Sponsor means the title sponsor of the lPL, namely DLF or any replacement thereof.

Venue means, in respect of a Match, the stadium, ground or place at which such Match is tobe played or staged in so far as these are owned and/or controlled by lPL, always to theextent that such areas are within the control of IPL (including, but not limited to, the pitchwhere play takes place, the areas surrounding the pitch, the stands, passageways,walkways, staircases, lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries,floodlights, media facilities, electronic scoreboards and replay screens, roofs, shops, carparks and other areas in and around th6 stadium grounds or places and airspace above

these static or moving objects outside such stadium, ground or place; any security perimeterestablished by, or on behalf of, IPL and other land forming part of such stadium, ground orplace); and any other areas notified in writing lo Licensee by lPL, and "Venues' shall beconstrued accordingly.

SCHEDULE 2 (rTT)

LETTER OF ELIGIBILITY

[o be typed on Bidde/s Letterhead]

Indian Premier LeagueCricket CentreWankhede StadiumMarine LinesMumbai 400020lndia

For the attention: Mr. Lalit K Modi i Mr. Sundar Raman

t 1200[

Dear Sirs.

INVITATION TO TENDER - THEATRICAL RIGHTS TENDER - SUBMISSION OFELIGIBILITY

We, [name]l, acknowledge receipt of the Invitation to Tender dated [date] ("lTT") and fullyundorstand and accept the terms, conditions and procedures set out therein. In accordancewith the requirements of the lTT, we hereby submit an inevocable and unconditional offer toacquire an exclusive Licence to commercially exploit the Theatrical Rights included in theLicence Bid Form submitted with said offer (the "Bid").

We confirm that:

. We accept the terms, conditions and requirements without any reservations oramendments contained in the ITT;

. As part of this Bid we have enclosed a signed Theatrical Rights Agreement, which isunaltered from the form provided by the IPL (save for the inclusion of our name,address and the Licence Fee) and we hereby inevocably and unconditionally acceptthe terms and conditions set out in each such Theatrical Rights Agreement andagree to be bound by the same.

. No element of this Bid is cDnditional upon any event, fact or circumstance other thanthe acceptance by IPL of the offer contained in this Bid.

Capitalised expressions used in this Bid shall have the same meaning ascribed to them inthe ITT unless othenivise expressly defined in this Bid.

' Please provide the full name ofthe Bidder. In case ofa Consonium Bid, provide full name ofeach member ofthe consortium.

1. INFORMATION RELATING TO BID EVALUATION

Please find enclosed with this Bid full details and supporting documents (where applicable)in respect of the following:

1.1 Corporate Structure of the Bidder 2

(a) Incorporation Date, Registered Office and Registered Number of the Bidder;(b) Details of all shareholders in the Bidderi(c) lf th€ Bidder forms part of a group of companies, an organisation chart of

such group including details of those persons who are the ultimate controllercof the Bidder:

(d) Details of the Directors and senior management who will be responsible forthe Licensee's activities;

(e) Certified true copies of all constitutional documents relating to the Bidderincluding certificate of incorporation, memorandum and articles of association(or other equivalent constitutional documents) or partnership deed.

1.2 Details of Performance Deposit

We have submitted to IPL the requisite Performance Deposit as per Section 7.1 ofthe lTT, the details of which are Drovided below:

Name of Bank:Number and Date of the Bank DraftAmount:

1.3 Terms of Consortium Anang6m6nts, if applicable

Where the Bid is submitt'ed by a Consortium the relovant terms of the Consortiumarrangement must be provided herein.

2. CONFIDENTIALIW

2.1 "Confidential lnformation" means all information in whatever form (including,without limitation, written, oral, visual or electronic) relating directly or indirectly to thecontent of the discussions between IPL and the Bidder relating to this Bid and/or thefact that the parties are discussing this Bid and the status of those discussions and/orthe existence, nature and terms of this Bid, or any subsequent discussions,agreements or anangement r€lating ther€to, and all information (whether of atechnical nature or otherwise) relating to the business or affairs of IPL and BCCI(andior its/their commercial partners, or associated or subsidiary entities) as may becommunicated to us during the tender process and any subsequent discussionswhich take place between IPL and us.

2.2 We agree to keep confidential, and shall not disclose to any person (including,without limitation, the press and media), any and all Confidential Information whichhas been, or may be, disclosed to us by, or on behalf of, IPL or BCCI except insofaras the Confidential lntormation:

(a) is required by a person employed or engaged by us in connection with thepreparation of our Bid in which circumstances we shall ensure that any such

2 The information required herzunder should also be provided in relation to each member ofa consortium (ifappropriate). Any Bidder who is an individual may ignore this s€ction.

3.

?{

2.3

3.2

person complies with our obligations in relation to Confidential Informalionrefened to in this lefter as if such person were a signatory to this letter; or

(b) is required to be disclosed by law or by applicable regulation, or any validorder of a court of competent jurisdiction, or at the request or direction of anygovemmental or regulatory authority or agency.

Without prejudico to th€ foregoing and unless IPL chooses otherwise, we covenantwith, and undertake to, IPL that no announcemont or statement howsoever relating toour Bid(s), or our discussions with IPL in relation thereto shall be made by us, or onour behalf, without the prior wriften approval of IPL (such approval to be given orwithheld at IPL's sole discretion). Any disclosure of Confidential Information permittedunder this paragraph 2 shall be in confidence, and shall only be to the extent that anyoersons to whom the information is disclosed need to knolv the same for theperformance of their duties. We shall procure that all such persons are aware of, andcomply with, such obligations of confidentiality.

We hereby undertake to IPL and BCCI to use the Confidential lnformation solely inconnection with the preparation of our Bid and not otherwise for our own benefit orthe benefit of any third party.

GENERAL

We acknowledge that we are solely responsible for all costs, expenses and liabilitiesincuned by us in the prepar€rtion and submission of this Bid, any responses torequests for further information by or on bohalf of IPL and any discussions with IPLand/or its associates following receipt by IPL of this Bid (whether or not a TheatricalRights Agreement is entered into by us).

We wanant, represent and undertake to IPL and BCCI and its/their associates that:

(a) the information contained in this Bid and otherwise provided to IPL andior itsassociates during the tender process is, and shall be, c,omplete and accuratein all respecG and is not, and shall not be, false or misleading in any way; and

(b) if, following submission of this Bid there are any changes in ourcircumstances lhat may affect any of the information contained in this Bid, weshall promptly notify IPL in writing setting out the relevant details in full.

4. GOVERNING LAWAND ARBITRATION

4.1 We acknowledge and agree that this Bid and the entire tender process shall begovemed by, and construed in accordance, with the laws of India.

4.2 Any disputes arising in connection with our Bid and the tender process (or any partthereof) shall be resolved in accordance with Section 13 of the lTT.

For and Behaff of 3

Name

Designation

Date

I To bc signcd by the Bidder and each Consortium Membeq ifapplicable

SGHEDULE 3 (rTT)

AFFIDAVIT

TO BE ATTESTED/NOTARISED ON YOUR COMPANYS LETTERHEAD

AFFIDAVIT

l, [Name of Authorised Representative], [Designation of Authorized Representative] of[Name of Bidderl having my office at [Address] do hereby declare solemnly afiirm and stateas follows:

I solemnly state and deolare that I am providing the true and correct details of theBidding Company for the purpose of the Bid as required by the Invitation to Tender.

I state that the contents of the Bid are true and correct to the best of my knowledgebased on the original records maintained by the company. I further declare that nomaterial information has been ooncealed.

List of Annexure:

Solemnly affirmed at

On this _ day of

1.

SGHEDULE 4 (lTT)

LICENCE BID FORM

[TO BE TYPED UP ON THE BIDDER'S LETTERHEADI

Indian Pr€mier LeagueCricket CentreWankhede StadiumMumbai 400 20lndia

Dear Sirs,

We write in connection with our Bid for the Theatrical Rights in response to the ITT dated II. The details relating to us and our Bid for a Licence are as follows.

Full Nam€ of Bidder:

Address of Bidder:

Tel No.:

Fax No.:

Email:

Named Representative of Bidder:

Licence Fee:

The Licence Fee should be the total sum which shall be payable for the 2009Season. The Performance Deoosit shall. if the Bidder is successful, be creditedagainst lhe Licence Fee payable by such Bidder but the amount ofthe Licence Fee specified in this form should be the total amount which the Bidder isprepared to pay for the exclusive Licence to commercially exploit the TheatricalRights.

By signing and submitting this Licence Bid Form we hereby inevocably and unconditionallyagree:

(a) to comply by the terms set out in the ITT:

(b) if we are awarded the Licence in circumstances where the Licence Fee specified inour Bid delivered to IPL has increased as a result of us submifting a re-bid then weagree immediately to take such steps as shall be necessary to confirm / endorse theamendment of the amount of the Licence Fee to reflect the above-mentionedincrease and until such time as we have taken such steps we shall remain bound bythe terms of the Bid as originally submitted by us;

(c) where required to do so by IPL we shall procure that a parent company of sufficientfinancial standing as is reasonably acceptable to IPL guarantees our obligationsunder the Theatrical Rights Agreement.

[set ouf defairs of proposed exploitation of the fights]

Yours faithfully

For and on behatf oflFull name of Bidderl

SCHEDULE 5

Terms and conditions applicable to the exercise of the Theatrical Rights

The terms and conditions aoolicable to the exercise of the Theatrical Riohts. that shall beincorporated into the Theatrical Riohts Aor€ement. shall include the followino:

l. Access to Feed

D IPL shall make the high definition feed (referred to in this ITT as'HD Feed') availableto Licensee (from not later than 10 minutes before the start and until not earlier than10 minutes afler the end of the relevant Match) at the Host Broadcaste/s truck orfacility at or in the vicinity of the Venue, without any charge levied by or on behaff ofIPL or any third party for the production of the Feed or for such access.

ii) Licensee shall be responsible at its own cost for making all necessary arrangementsfor the onward transmission, delivery and distribution of the HD Feed, whether bysatellite or other means, for reception by or on behalf of Licensee in the Territory.

iiD Llc€nsee recognizes the fundamental importance of preserving the securityand integrity of the signal of the HD Feeds. Accordingly, Lic€nsee herebyund€rtakes to IPL that it shall only use such methods and routing fortransmission and/or relay of the HD Feed to the Territory as shall bereasonably directed by IPL or which have been approved by IPL in writing orare used by any other of IPL's licensees. IPL hereby undertakes to Licenseethat it shall use all reasonable commercial endeavours to ensure that the Jates

such methods and routing directed by IPL shall be normal market

2, Virtual Advertising

(i) Th6 Liconsee agroes that it will not alter or add to the content of the HD Feed whetherelectronically or otherwise so as to remove, change or obscure any in-Venue advertising,any Graphics Package or Live Feed Insertions incorporated into the Feed by or on behalf ofthe IPL in accordance with this Agreement, save and to the extent as may be required tocomply with applicable Law. In respect of any transmission of Matches (in full or in part), theLicensee shall not insert any "virtual advertisements" on the field of play during any Matchplay save as otherwise may be required to comply with applicable Laws and advertisingrestrictions in th€ relovant part of the world.

3. Quality and Integrity of Transmission

(D The Licensee shall ensure that all of its transmissions of Matches (in full or inpart), and the transmissions of any subJicensee, shall be of a quality andstandard generally to be expected of a leading premium sports contentprovider within the rel€vant territory.

(ii) Licensee shall comply, and shall procure that all sublicensees comply, at alltimes with the prevailing Guidelines as may be issued by IPL from time totime during the Rights Period.

(iii) Licensee shall €nsure that any Live Feed Insertions and/or Graphics Packageincorporated into the Feed by or behalf of IPL are transmitted and displayedwithout modification save as may be required to comply with applicable Laws.License acknowledges that any and all revenue generated by such Live Feed

for usingrates.

(iv)

(v)

(vi)

Insertions and/or Graphics Packages incorporated into the Feed by or onbehalf of IPL shall accrue solely to lPL.

For the avoidance of doubt, Licensee shall be entitled to incorporate advertsand commercial graphics and messaging in breaks between overs provided inall cases such adverts or commercial messages are in accordance with theGuidelines.

Licensee shall be permitted to appoint, and to permit its SuFLicensees toappoint, Sponsor subject to the terms and conditions of this Agreement, andin particular, the provisions of sub-paragraph (vii) below.

Licensee acknowledges and agrees that it shall not select or appoint anySponsor (a) in relation to the primary product category of the Title Sponsor,without first offering and providing the Title Sponsor with an opportunity topurchase such Sponsorship, and shall not in any event appoint a Sponsor inrelation to that product category, without giving the Title Sponsor areasonable last opportunity to purchase such Sponsorship (being no less thanfive (5) days from the date that such last opportunity is notified to the TitleSponsor, unless such nolification is within ten (10) days of the first scheduledMatch of the relevant season, in which case such time period as isreasonable). For th€ avoidance of doubt, if the Title Sponsor declines topurchase such Sponsorship, Licensee may appoint as Sponsor a person lvhois a Competitor of the Title Sponsor. For the avoidance of doubt theprovisions of this sub-.paragraph (vii) shall not apply to sales of airtime aroundLicensee's transmissions of the Matches, which airtime License€ shall beentitled to sell to Competitors of the Title Sponsor and without providing TitleSponsor a first and last right to purchase such airtime; and (b) in relalion tothe primary product category of a Official Sponsor, without first offering andproviding such Ofiicial Sponsors with an opportunity to purchase suchSponsorship package and shall not, in any event, appoint a Sponsor inrelation to that product category on terms more favourable than those offeredto the Official Sponsors without first offering and providing the OfficialSponsors with a reasonable opportunity to accept the same favourable terms.For the avoidance of doubt, and to give commercial effect to this clause,Licensee shall not stipulate or impose any condition or restriction on thepurchase of any Sponsorship package or opportunity in or around any Matchor Footage to the effect that any Title Sponsor or Official Sponsor mustpurchase sponsorship and/or commercial airtime and/or other promotional oradvertising opportunities or inventory from Licensee (or any Sub-Licensee) inrelation to any other programme or event.

All copies of contracts with theatres must be sent to lPL. Failure to do so willresult in cancellation of the agreement.

(vii)

SCHEDULE 6

INDICATIVE FIXTURE SCHEDULE

SubjeIPL Governing Council MeetingSendr lkm@iplt20.com < lkm@iplt20.com>Recip lalitkmodi@gmail.com <lalitkmodi@gmail.com>,

bccimarketing@aol.com < bccimarketing@aol.com >,niranjan@airtel.blackberry.com<niranjan@airtel.blackberry.com>,nsbccisecretary@yahoo.co.in<nsbccisecretary@yahoo.co. in >,varshamanohar@yahoo.com<varshamanohar@yahoo.com >, sca@ad 1.vsnl.net.in<sca@ad1.vsnl.net.in>, smgmsg@hotmail.com<smgmsg@hotmail.com>, shasravi@9mail'com<shasravi@gmail.com >, shuklarajeev@gmail.com<shuklarajeev@gmail.com >, treasurerbcci@gmail.com<treasurerbcci@gmail,com >, isbindra@yahoo.com<isbindra@yahoo.com>, makpataudi@hotmail.com<makpataudi@hotmail.com >, cramin@alembic.co.in<cramin@alembic.co.in>, ajaitley@nde.vsnl.net.in<ajaitley@nde.vsnl. net.in>, iamfarooqTo@yahoo.com<iamfarooqT0@yahoo.com >,sanjayjagdaleol@yahoo.co. in<sanjayjagdale0l@yahoo.co.in>,sharadpawar.sp@gmail.com<sharadpawar.sp@gmail.com>, kiran63@gmail.com<kiran68@gmail.com >

copy Radhika copy < bccimarketing@aol.com >, Poorna< poorna@iplt20.com >, Sundar <sundar@ipltz0.com >,Prasanna <prasanna@iplt20.com>, Laila Mallya<laila@iplt20.com >

Bcc Arlene <adsouza@modi.com>, Viraf Mistry <vmistry-men@modi.com>

Date 02.08.2009 10:04

. Agenda 14 Aug 2009.doc.pdf (264 KB)

Dear Friends

Please find attached the Agendaof August 2009, Detailed papersforward to seeing you in l4unbaiarrangement.s please be in touch

l{arm regards

Lalir Modi

for the coverning council to takewill follow by end of this comingon the 14th. If you need any helpirith Radhika at my office.

place on the 14thr,reek. We lookwith travel

L.

2.

Governing Council Meeting - Agenda1.4th Augttst, 2009, Mumboi at 1 1:00 am at Cricket Centre

Leave ofabsence and attendance

To approve :

a, Minutes of last meeting - 5 Feb, 2009 in Goa,b. The Minutes 0f 22"d March 2009 emergency meeting with The franchisees prior to SA

Decision.

LKM

LKM

sR/PK

tPL 2008'r'Ratify expenses

3.

4.

5.

b. To approve responses to Audit olc. To approve Audited Statement of

observations thereoft:

6. 2OO9: Accounts

to Franchisees for 2008 and

SR/PK

Provisional Statement of Central for 2009Approval for release of funds as advance to Franchisees from Central RevenueProvisional Income & Expenditure for IPL 2009 along with the statement ofallexpenses by vendor*Shordall in franchise revenues and compensation plan as a result of moving IPL to SA:Recommendations *Approval of Budget and Final expenditure for 2009 seasonApproval of all vendor contracts for 2009 season.

7, 2OO9: Post Match review Reports IMGr/ SR

a. TV performance India - TAM reportb. Television commercial infringements/ violation - TAM report

The Board of Control for Cricket in lndia, Cricket C€nbe, Wankhade Sladium, 'D' Road Churchgate, Mumbai - 400020

a,b.c.

d.

e,f.

Media review - IPL 2009 TV performance in India and South AfricaSponsorship value delivered - Repucom report 2009 IPLCreative Review - IPL in South AfricaAnti Piracy Status and reportAnti Doping ReportTicketing Report and Computicket report.

8. Season 2010 : Regulations

a. Season window and Venues and approval ofScheduleb. Transfer ofplayer and new players issuesc. New Straters/ Break Reccomendation and rules.d. Member Countries issues with IPL Players contracts and reccomendations for the

same,e. Approval to pay advances for 2010 season.

9. New Franchisees post IPL season 2010 - LKIvI

a. Approval to Auction More Teams and Tenderb. Auction Dates and Time line process for the samec. Player Auction Proposal post 2010 season and Process

:

c,d.e.f.

c'h.

LKJT,I

SR

for 2o1o onwards and approval to close tjle

. Associate Partners

. Miss Bollywood

i ""'ll.Manpower and Organisation Chart and aplf6val for the same and issues.

12. IPL work shop dates and reccomendations for the same,

13, To approve re tender of Theatrical Rights

14. To approve re tender of L & M Rights.

15, Any other item witlr the permission of the Chair.

The Board of Contrd for Cicket in lndia, Cricft€t Cenke, Wankhade Stadium, 'D' Road Churchgate, Mumbai - 400020

subjeGC MinutesSend( Prasanna < prasanna@iplt20.com >

Recip Lalit Modi <lkm@iplt20.com>, Sundar<sundar@iplt20.com>

Copy Gauri <gauri@iplt20.com >Date 13.08.2009 00:22

. Minutes of GC Meeting on 11th August- Rev 1.doc (396 KB)

Dear Lalit,

I am attaching the Draft Minutes of the GC Meeting held on 11th August 2009.

Regards

Prasanna

DRAFT

Minutes of the Governing Council Meeting of Indian Premier League

2fi)9 at 12.00 Noon at Cricket Centre, Mumbai.

The following members were present;

f" tf{u|finPRTffIT*

held on 11th August

Mr. talit ModiMr. Niranjan Shah

Mr. | 5 BindraMr. Rajiv ShuklaMr.MAKPataudiMr. Ravi ShastriMr. Shashank ManoharMr. N SrinlvasanMr, Sanjay JagdaleMr. M P PandoveProf. R S Shetty

ln Attendancer

Mr. Sundar RamanMr. Prasanna KannanMr. K S ViswanathanMr. P B SrinivasanMs. Akhila KaushikMr. Deepak SharmaMr, Naresh GoelMr. Abhishekh MookherjeeMr. P S Rajan

Chairman welcomed the members.

ChairmanVice ChairmanMemberMemberMemberMemberPresident, BCCI

Hon. Secretary, BCCI

Hon. Jt. Secretary, BCCI

Hon. Treasur€r, BCCI

Leave of absence was granted to Mr. Chirayu Amin, Mr. Arun Jaitley, Mr. Farook Abdullah, and Mr. SunilGavaskar.

2) Minutes:

al Minutes of last meetina - 5 Feb. 2009 in Goa.

Members unanimously approved the members.

The Board ofControl for Cricket in India, Cdcket Centre, Wankhade Stadium, 'O' Road Churchgale, Mumbai - 400020

DRAFT

bl The Minutes 0f 22- March 2009 emergencv meetine with the franchisees prior to SA Decision

Members unanimously approved the members.

3) Champions league T20 Update

Chairman briefed about CLT2O 2009 and the opening match will be held at Bangalore on 8th

October 20(D, and the finals will be held at Hyderabad on 23'o October 2009. He explained to themember that 3 teams from lPL, 2 teams from Australia, 2 teams from South Africa, 2 teams fromEngland, 1 team each from Sri Lanka, West Indies and New Zealand are invited to play thetournament.

Even if Northamptonshire, one of the teams from England, qualifies for the finals of English T20League (qualifying tournament) it will not qualify for the Champions League because 4 of theplayers playing in the qualifying tournament are still playing in unauthorised tournaments. ESS whois the commercial partner for CLT20 would prefer the 4rn Indian tean to participate instead.

President. Mr. Shashank Manohar members that having the 4'n team in CLT20

event is not ideal as it lowers the va

teams in such a scenario.requested for alternatives including having 11

Chairman explained that as per contract not be possible to play 23 games with 11teams. GC authorised the Chairman to take a

Hon. Secretary BCCI.

consultation with the President and the

4) IMG Contract and the way forward

Initially a MOU was entered with the IMGrevenue would be paid to IMG as fees.

partners and decided that 10% of the IPL

Since there was ambiguity in the definition of the gross revenue and since it was felt that 10% ishigh, the GC and subsequent Working Committee in August 2008, had authorised Chairman andHon. Secretary, BCCI, to negotiate the cost with IMG and fix a fee instead of a percentage.

After subsequent discussions, IMG proposed for a fee of Rs.33 Crores a year. This was approved bythe Working Committee held in January 2009 and IPL GC held in February 2009. Subsequent to thedecision, the Working Committee in April expressed dissatisfaction about the arrangements andwanted substantiation of IMG services in cost and went on to question the requirement of IMGservices for lPL.

Mr. Shashank Manohar, President, BCCI, met with IMG in London and informed them of theWorking Committee decision and had asked IMG to give a revised proposal acceptable to BCCI,

The Board of Conkol for Cricket in hdia, Cricket Contrc, Wankhade Stadium, 'D' Road Churchgate, Mumbai - 400020

DRAFT

within end of July 2009. President also explained to the members that IMG has not given anyrevised proposals till date. At that point Chairman, Mr. Lalit Modi, said to the members that IMG

had informed him that they are sticking to the initial proposal of l0o/o and no such proposals areconsidered by them. President also explained that the offer is unacceptable and that herecommended to the members that the services of IMG should no longer be used for lPL. He alsostated that the MOU is not a legal contract and that there are no legal documents to substantiateIMG claim.

Members unanimously approved Presidents view and decided that IMG services will not be used infuture by lPL.

5) 2008 : Closure of books

al To approve Audited Income & Exoenditure for lPL 2008

bl To approve responses to Audit Observations and Ratifv expenses

The Members unanimouslydetailed reply was given to the audit

thereof :

The Members unanimously approved the audfor 2008-09 and detailed reply was given to thethe Annexure 'B'.

6) 2009 : Accounts

a) Provisional Sti

cl

income and expenditure for 2008-09 andratified all expenses as per the Annexure ?'.

of the central revenue to the franchiseand ratified all expenses as per

c) Provisional Income & Exoenditure for IPL 2009 along with the statement of all exoenses bvvendor

e) Approval of Budeet and Final exoenditure for 2009 season

Chairman briefed the members that he has had recommended that the audit has to be comoletedfor the tournament income and expenditure for 2009 and the share ofthe central revenue for 2009and the items of a & c can be differed till they are audited by the auditors and requested toapprove the appointment of the auditors as per 6c.

Provisional Statement of Central Revenue for 2009

The Board of Control tor Crid€t in India, Cricket Cenhs, Wankhade Stadium, 'D' Road Churchgate, Mumbai - 400020

DRAFT

Members unanimously approved the suggestion ofthe Chairman and approved the appointment ofthe auditors to audit the tournament in September 2009 and central share of revenue to franchiseat a fee of Rs. 10 lakhs.

b) Aooroval for release of funds as advance to Franchisees from Central Revenue

After going through the provisional statement of revenue for 2009 and the share to franchisees,members unanimously approved release of Rs. 15 crore as further advances to all franchisees.

dl Shortfall in franchise revenues and compensation plan as a result of moving IPL to 5A:Recommendations

Members unanimously authorized the Chairman to discuss with the franchisee with potentiallosses and come back to the GC to make a final decision on this matter.

fl Aooroval of all vendor contracts for 2009 season.

All contracts entered were a is Annexure 'C')

712OOg : Post Match review Reports

a.b.c.

d.e. Creative Review - IPL in South Africaf. Anti Piracy Status and reportg. Anti Dooins Reporth. Ticketins Reoort and Computicket report.

Chairman Presented papers and requested to get back if any clarifications required.

8) Season 2010: Regulations

a) Season window and Venues and aooroval of Schedule

Schedule for 2010 approved as per Annexure 'D'

b) Transfer of olaver and new plavers issues

Decision on post 2010 transfers of players and auction is differed and the members asked theChairman to present the same at a later stage. Transfer window for 2010 will open from December

TV performance India -TAM report

The Board of Control for Cricket in India, Cricket C6ntre, Wankhade Stadium, 'D' Road Churchgate, Mumb€i . 400020

DRAFT

15 2009 till January L5, ?OLO. The existing player transfer rules will apply for the 2010 season.Members also approved the induction of non international players playing in unauthorised leagueand decided that there can be 2 price points for taking players at 8 lakhs and 20 lakhs, subject toclearance from working committee of BCCI. For international players who had participated inunauthorised league, a separate auction will be conducted post transfer window. The regulationswill be discussed with the team owners and franchisee management. lt was also decided that if theplayer is selected for his home team, he has to compulsorily play the domestic tournament.

c) New Strategv Break Recommendations and rules.

Chairman proposed that instead of present strategic break, which is a mandatory break at the endof the 10tn over for 71/2 minutes, will be taken as follows:

r 2 % minutes of STO between the 5th and the 10th over at the option ofthe bowling captian.o 2 % minutes of STO between the 11th and the 16th over at the option of the batsman.

Both the STOs will be mandatory and for the matches which are curtailed, similar rule will beapplicable. :,,:r:.:,,,:,:,:rflisr'i':''

-

Members unanimously approved the

It was decided that the Dractice of NOC for players be continued and all playersincluding the retired as well as the ones not in ire to produce NOC from the homeboards for a period of 2 years post their reti in contract.

e) Approval to pav advances for 2010 season

9) New Franchisees post IPL season 2010

al Aooroval to Auction More Teams and Tender

Members approved for tendering for 2 more new franchisees post 2010 and members requestedChairman to present a position paper at the ITT before the franchisees can be tendered.

b) Auction Dates and Time line orocess for the same

Decision on this matter is deferred.

lt[nf,lumffiffi

d)

Decision on this matter is deferred.

The Board of Codrd for Cdcket in Indla, Cricket Centre, Wankhade Stadiurn, 'D' Road Chlrchgate, Mumbai - 400020

DRAFT

cl Plaver Auction Prooosal oost 2010 season and Process

Decision on this matter is deferred.

10) Approval of new contracts

al Cltl sroup extension of sponsorship

Members approved extension of citigroup sponsorship from 2009 till 2011

bl Status and availabilitv of New soonsorshios for 2010 onwards and aooroval to close the same for:

. Orange Capr Purple Capr Official Partners. Associate Partnerso Miss Bollywood

lt) Manpower and Organisation Chart and

Members approved the organisation chart as Chairman to appoint personnelfor the following positions:o Director Tournament Operations. Director Legal

. Director Broadcast Services & ArchivesI Director Marketing and research. 2 Accounts Executivesr Project Manager. Venue Managers

12) lP[ work shop dates and recommendations for the same

Chairman briefed members that he is proposing to organise the franchisee owners to review IPL 2009season before the next month in Mumbai. Chairman proposed that the annual workshop should beheld in the last week of October outside India for 3 - 4 davs. Members authorised Chairman to fixdates for the meeting.

Members also noted the availability of thenew partners.

W

and authorised the Chairman for finding

for the same and issues.

The Board of Contml icr Cricket in hdia, Cficket Cenbe, Wankhade Siadium, 'D' Road Churchgate, Mumbai - 400020

DRAFT

13) To approve re tender of Theatrical Rights

Hon. Secretary pointed out that the income tax department has a view that IPL is totally commercialand that by tendering out we will be pushing our luck in getting exemption with the income taxdepartment. He also pointed out that for 4 - 5 million dollars a year, the Board should not take such arisk. The Chairman promised the members that he will take a 2nd opinion on this matter before theITT is released. Members unanimously approved of this.

14) To approve re tender of L & M Rights

Members approved the proposalto retender licensing and merchandising rights.

15) Any other item with the permission of the Chair

a) Members unanimously approved the engagement to service with TAM media and authorisedChairman to finalise the terms of the agreement.

b) Members approved the engagement sponsorship of study and authorisedChairman to finalise the terms of the

c) Chairman explained to the members that 10.4 of the franchisee agreement, 5% of thelisting of shares in any franchisee company /sale proceed has to be paid to IPL for any

franchisee holding company, save where the / franchisee holding company is

already listed / a public limited company at the the agreement. Chairman explained

mnnilPRTil$N

that the principle behind clause was to chargefranchisee and not on the total sale proceeds. For

revision of the valuation of theof transfer of sale price - it has to be

on profit on valuation (market valuation of saleThe 5% has to be calculated on the net adjusted

at which the shares were bought).and not on the gross value of transfer.

Members approved to the calculation ofsale proceeds and requested the Chairman to change theagreements with the franchisees to reflect the positions.

With no other subject, the meeting ended with thanks to the Chair.

Chairman

The Board of Control for Cricket in India, Cfick€t C€|ltrs, Wankhade Shdium, 'D' Road Churchgate, Mumbai - 4000?0

subiectSender

RecipientcoPY

Date

agenda papersSundar <sundar@iplt20.com >

lkm@iplt20.com < lkm@iplt20. com >

prasanna@iplt20.com <prasanna@iplt20.com>. Gauri<9auri@iplt20.com >

03.08.2009 09:50

r*x*xk*&

: Revised report will be

: Ireland- davenport

: 200 page repon -

: Will complete that

: Report sent to you and

: Draft schedule with venues

Dear Lalit,

I refer to the final agenda of GC and the status of papers a8ainst each of them and the current deliverytimelines we are working to...

Item 4 : IMG Contract - I will send the Orisinal and revised contract and a short note on current status

by tonight

Item 5. 2008 : Closure ofbooks - All 3 items under this head will be ready only by the 5ft or 6h Augustonce the auditors give their fural reportsItem 6. 2009 : Accounts - All 6 items under this will reach you for approval by lunch time IST today.Item 7 : 2009 : Post Match review Reports

a. TV performance India - TAM reportplace and will be sent to you today for approval

: TAM Report is in

b. Television commercial infringementd violation - TAM report : TAM Report is in place

and will be sent to you today for approvalc. Media review - IPL 2009 TV performance in India and SAfrica : Groupm report is in

place as approved and will be attached to final reportd. Sponsorship value delivered - Repucom report 2009 IPL

attached with comparison to ICC. To be sent to LKM for approval todaye. Creative Review - IPL in South Africa

report attachedf. Anti Piracy Status and report

summary and match wise will be sent to you for approvalg. Anti Doping Report

post confirmation from IDTM on "no case to answer" on the 2 players

h. Ticketing Report and Computicket report.will be attached as approved

Item 8. Season 2010 : Regulations LKMa. Season window and Venues and approval of Schedule

c. New Straterry Break Reccomendation and rules.tonight

d. Member Countries issues with IPL Playersfor 2010 season and potential issues, conflicts and reco by tomorrow

e. Approval to pay advances for 2010 season.

on advance recommendationItem 9. New Franchisees post IPL season 2010 - LKMpapers need to be prepared for this

a. Approval to Auction More Teams and Tenderb. Auction Dates and Time line process for the same

c. Player Auction Proposal post 2010 season and ProcessItem 10. Approval of new contracts

will be attached as per the latest one sentb. Transfer of player, new players issues and ICL Players Issues : Will write a note for

approval from you and send it to you by wednesday: Will send the note by

: will send a note on FTP

: Will send a note tonight

: Please advise what

: Will send note and an

update on current status against each of thesea. Citi group extension of sponsorshipb. Status and availabilty ofNew sponserships for 2010 onwards and approval to close the same

for :

. Orange Cap

. Purple Cap

. Official Partners

. Associate Partners

. Miss BollywoodItem I 1 . Manpower and Organisation Chart and approval for the same and issues : Org chart will besent tonightItem 12. IPL work shop dates and recommendations for the same.Item I 3 . To approve re tender of Theatrical Rightsbe attachedItem I 4. To approve re tender of L & M Rights.need a dayItem 15. Any other item with the permission of the Chair.

: This is a discussion item: Tender as approved will

: Revising the draft,

Rowdcube

Su biectSender

RecipientcopyDate

ITT Theatrical rights vercion SR 3 aug 09Sundar < sundar@iDlt20.com >

lkm@iplt20.com < lkm @iplt20.com >

Akhila Kaushik < akhila. kaushik@bcci.tv>03.08.2009 12:37

*#ruk&

. ITT Theatrical rights version 5R 3 aug 09.doc (598 KB)

Amended and sending a clean version. The major amends have been in the area of pro-rata increase in casethe number of matches go up (as a result of increase in franchise - clause 4.4) and added the license fue bidtable to make it easy to read the bid.

Akhila ready to go?.

Sunda r

DLHs,

INVITATION TO TENDER

FOR

THEATRICAL RIGHTS

FOR

THE INDIAN PREMIER LEAGUESEASON 2010 onwatds

IPL Theatrical rights ITT 2010 onwards

CONTENTS

1. INTRODUCTION

2. INVITATION TO TENDER

3. THEATRICALOWNER'S RIGHTS/OBLIGATIONS

4. PAYMENTS

5. REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS

6. AMENDMENT/ADDENDUM

7. REQUIREMENTS OFTHE TENDER

8. SUBMISSION OF THE BID

9. SELECTION OF WINNING BIDS

10. GENEML

1 1. ACCEPTANCE OF TERMS AND CONDITIONS

12. CONFIDENTIALITY

13. GOVERNING LAW AND DISPUTE RESOLUTION

SCHEDULE 1 - GLOSSARY OF TERMS

SCHEDULE 2 - LETTER OF ELIGIBILITY

SCHEDULE 3 - AFFIDAVIT

SCHEDULE4-BIDFORM

SCHEDULE 5 - TERMS AND CONDITIONS APPLICABLE TO THEEXPLOITATION OF THE THEATRICAL RIGHTS

SCHEDULE 6 - INDICATIVE FIXTURE SCHEDULE

SCHEDULE 7 - BANK GUAMNTEE FORMAT

IPL Theatrical rights ITT 2010 onwards

t.

1.1

INTRODUCTION

The Board of Control for Cricket in India ("BCC|") is a society registered under TheTamil Nadu Societies Registration Act 1975 and has its head office at Cricket Centre,Wankhede Stadium, Mumbai 400 20, India. A separate Sub Committee unit of BCCIhas been set up known as Indian Premier League ("lPL') to establish and overseethe operation of a domestic Twenty2o cricket competition in India and, if appropriate(see below), elsewhere in the world (the 'League"). This document constitutes aninvitation to tender to any person who wishes to acquire exclusive Theatrical Rightsin respect of all the Matches of the League to be held in 2010 onwards. In thisdocument:

'Theatrical Rights" shall mean the right to transmit in full the Feed of the Matches inthe League to be held in 2010 onwards on a live basis only for exhibition to anaudience in a movie theatre or cinema only.

'Licence" shall mean the exclusive, non-transferable right and licence tocommercially exercise the Theatrical Rights and

"Licensee" shall mean the Derson who has been awarded the exclusive TheatricalRights as a result of having made a successful Bid.

The Licensee shall have the exclusive rights to commercially exploit the TheatricalRights (as defined above) in respect of all the Matches of the League to be held in

2010 onwards. An example of how the League's Matches may be co-ordinated is setout in Schedule 6 (although this League Match schedule is indicalive only and is notfinal).

The Season will, in respect of the League, last approximately six - I weeks eachyear during March, April and May of 2010 onwards or as decided by IPL from time totime. For the avoidance of doubt the Theatrical Rights do not include any rights to thecricket tournament currently known as the Champions League Twenty2o (or anyreplacement thereof).

The words and expressions defined in Schedule 1 shall have the meaning set out inthis ITT unless the context requires otherwise.

t.z

1.3

1.4

IPL Theatrical rights ITT 2010 onwatds

2. INV]TATION TO TENDER

2.1. lnvitation

IPL hereby invites tenders from reputed third parties to acquire the Licence for the TheatricalRights in the manner described in this lTT.

2.2. Bid Objectives

As part of the Bid, the Bidders must demonstrate to IPL in detail in writing how they will beable to maximise the exploitation of the Theatrical Rights.

2.3. Eligibility to Bid

For the purpose of this lTT, any entities anyrhere in the world (which expression includes,as regards corporate entities, the Bidder and/or its parent or subsidiary company), whichsatisfy the following requirements as at the date of this ITT (or such other specific date as isspecified in this ITT in relation to any individual criteria) are eligible to participate in thistender process and to submit Bids:

a) Bidder shall have access to a minimum of 500 theatres/ screens in India installedwith equipment capable of receiving and exhibiting the HD Feed as defined in clause('1) (i) Schedule 5 HD hereinafter shall mean to be signals with a minimumresolution ol 720p.

b) Bidder shall have a minimum networth of INR 10 Crores

c) Bidder shall have, themselves or through a tie up, technological feasibility toeffectively execute he rights to be granted under this lTT.

d) Bidder shall ensure that the signal feed of the matches is relayed in encrypted formatto prevent unauthorized access to the feed. Any unauthorized feed will result incancellation of the contract and forfeiture of the advance or deposit and be furtherliable for the full value of the contract, including encashment of the bank guarantee.

2.3.2 Fit and proper person

Each Bidder must be a fit and proper person and IPL reserves the right to reject any Bidfrom any Bidder which IPL does not believe satisfies this criteria.

(a) Consortia, joint ventures (whether incorporated or unincorporated) or joint bidders(each a "Consortium') may submit a Bid ("Consortium Bid(s)"), provided that:

i) the members of the Consortium collectively satisfy the criteria for Bidders set outin this lfi and the Eligibility Letter;

ii) each member of the Consortium is jointly and severally liable for the acts of eachother member in relation to its Consortium Bid(s); and

iii) the Consortium fully describes the relevant terms of its Consortium arrangementin its Consortium Bid.

(b) Each member of any Consortium may also submit a separate Bid on its olvn behalf.For the avoidance of doubt, IPL reserves the right, if it determines it appropriate in

IPL Theatrical rights ITT 2010 onwards

(c)

the circumstances, to enter into direct arrangements with individual members of anyConsortium.

lf a Bidder has entered into an agreement for a joint venture (whether incorporated oryet to be incorporated), which shall be the Licensee or otherwise be entitled to all orpart of the Theatrical Rights whether as a licensee, marketing agency or in any othercapacity, the Bidder is required to disclose in the Bid all material details of the jointventure agreement.

Guarantees

Depending upon the financial standing of any Bidder, IPL reserves the right (at itssole and absolute discretion) for a parent company or other such company ofsatisfactory financial standing to guarantee the obligations of the Licensee pursuantto the Theatrical Rights Agreement (as defined below). In the case of a ConsortiumBid, each member of the Consortium will be obliged to guarantee the obligations ofthe Licensee in the Theatrical Rights Agreement. The failure to supply such aguarantee will entitle IPL (in its sole and absolute discretion) to terminate theLicence/ Theatrical Right6 Agreement.

Bid Rsjection

Any Bid submitted by an entity which fails to satisfy the eligibility requirements set outin this ITT may be accepted or rejected by IPL in its absolute discretion. IPL shall notadvise a Bidder whether it is qualified or not. The Bidder must submit its Bid inaccordance with the process specified in this ITT and enable IPL to then evaluate itsBid.

Potential bidders should also be aware that any Bid submitted by any personthat is currently in default of any contractual obligation or undertaking orved tothe BGCI (including, without limitation, any payment obligation) or which isotherwise connec'ted with any person (including by way of being a subsidiaryundertaking or a parent company or part of a group of companies undercommon ornership and/or control) that is currently in default of anycontractual obligation or undertaking owed to th€ BCCI (including, withoutlimitation, any payment obligation) may be rejected by IPL in its absolutediscrEtion notwithstanding that such person otherwise fulfils the eligibilitycriteria set out in this lTT.

IPL Theatrical rights ITT 2010 onwards

3.

3.1

LICENSEE RIGHTS/ OBLIGATIONS

Overview

This ITT constitutes an invitation to persons to tender for the right and obligation tocommercially exploit the Theatrical Rights. Such Theatrical Rights shall be subject to theterms and conditions as contained in a Theatrical Rights Agreement to be entered into byIPL and the Licensee whose Bid is accepted by lPL. The Licensee will have the right toreceive certain revenues relating to his exploitation of the Theatrical Rights as detailedbelow.

3.2 The Licence

The Licensee will have the exclusive right and obligation to exploit the Theatrical Rightsrelating to the League. The Licensee shall, subject to the ongoing requirement to complywith the Theatrical Rights Agreement at all times, be entitled to exploit the Licence at for thedevelopment of local commercial arrangements with sponsors and suppliers (as summarisedin Section 3.3 (b) below) although the attention of Bidders is drawn to the fact that all rightswhich are not expressly granted to the Licensee under the Theatrical Rights Agreement shallnot be available to the Licensee.

3.3 Theatrical Rights

3.3.1 The Theatrical Rights shall compromise:

the right to transmit in full the HD Feed as detailed in clause (1) (i) of Schedule 5, ofthe Matches in the League to be held in 2010 onwards on a live basis only forexhibition to an audience in a movie theatre or cinema only, including drive-intheatres. In case of a match taking place in a particular city, example a match inJaipur, then that match shall not be made available in Jaipur for exhibition thru theMovie theatre or Cinema. Any violation of this will constitute a material breach.Please factor this for all the Matches in your calculations.

3.3.2 In the event of any dispute as to whether premises are a movie theatre or cinema,IPL's decision (in its sole and absolute discretion) shall be final.

3.3.3 Licensee shall not make use of unla\,vful signals for the purpose of exhibition ofMatches in the theatres. UnlaMul signal shall mean and include unauthorized signalsreceived fmm any source, including broadcast signal which is intended for generaltelevision viewing on official broadcaster network.

3.3.3 The Theatrical Rights do not include the right to transmit the HD Feed of Matches ona delayed basis, it being acknowledged that the HD Feed of the full Matches shall notbe exhibited on a delayed basis in cinemas until after the conclusion of the finalMatch of the 2010 onwards IPL season.

3.3.4 The Licensee shall not have the right to edit, manipulate, alter, dub, subtitle orrepackage the HD Feed except to conform local censorship regulations

3.4 Term

3.4.1 The Theatrical Rights to be exploited by the Licensee pursuant to this ITT are only forthe Matches From 2010 to 201 7 Seasons of the League (the "Term").

IPL Theatrical rights ITT 2010 onwards

3.5 Exclusivity

The Theatrical Rights shall be granted exclusively to the Licensee worldwide.

3.6 Theatrical Rights Agreement

3.6.1 The form of a Theatrical Rights Agreement, which shall be sent to the recipients ofthis ITT in due course, and in any event prior to the deadline for submission of Bids,sets out further details in relation to the operation of the Licence including theLicensee's obligations in respect thereof. The Bidder shall be required to submit theform of Theatrical Rights Agreement with its Bid signed and unaltered in any way,save for the inclusion of its name, address and the Licence Fee. Any other alterationsto the form of Theatrical Rights Agreement as issued by IPL shall entitle lPL, in itsdiscretion, to disqualify the Bidde/s Bid.

3.6.2 Without limitation, the terms and conditions set out in Schedule 5 hereto shall applyto the Licence of the Theatrical Rights and shall be set out in the Theatrical RightsAgreement.

4. LICENSEE PAYMENTS

4.1 The Bidder must state in its Bid the monetary fee that it offers to pay to IPL inconsideration for the Theatrical Rights (the "Licence Fee"):

4.2 The Licence Fee shall be stated in US Dollars, unless otherwise notified by lPL. TheLicence Fee shall be paid in US dollars unless the Licensee is an Indian entity inwhich case (and as required by law) such sums shall be paid in Indian Rupees(converted at the TT selling exchange rate published by The State Bank of ndia atthe time payment is required to be made). All such sums shall be paid together withany service tax which may be chargeable thereon and without any set-offs,deductions, withholdings, taxes or bank charges (including without limitation,withholding taxes)of any kind. To the extent the Bidder is required by law to deduct orwithhold any taxes on amounts payable to the lPL, when making such payments theBidder shall simultaneously pay to the IPL such additional amount as is necessary toensure that the net amount received by the IPL (free to any liability in respect of suchdeduction or withholding) is equal to the full amount that the Bidder would havereceived had no such deduction or withholding been required.

4.3 Any failure by a Licensee to pay any of the above-mentioned sums on the due datefor payment will be a material breach of and entitle IPL to terminate the TheatricalRights Agreement immediately

4,4 Additional Franchises and Rights Fee Adjustments

Licensee acknowledges and agrees that Licensor shall be entitled to amend the format ofthe League from to time in its absolute discretion.

4.4.1 Licensee acknowledges and agrees that the number of Franchises may be increasedfrom an initial eight, as at the date of this Agreement, to accommodate additionalFranchises during the Rights Period. With the addition of each new Franchise, theaggregate total number of Matches in each Season will increase and Licensee hasagreed with Licensor to pay additional amounts by way of an incremental increase inthe total amount of the License Fee to reflect the increased number of Matches withthe addition of each new Franchise. Accordingly, the table below sets out, by way ofillustration only, the incremental increase in Matches (Column B) with the addition of

IPL Theatrical rights ITT 2010 onwards

each new Franchise (Column A) and the incremental increase in Lic€nse Fee(Column C) that Licensee has agreed to pay to Licensor for such additional Matchesresulting from the addition of the first two new Franchisees:

AdditionalFranchises(column A)

lncrementalincrease in numberof Matches (column

B)

Incremental increase inLicense Fee for each

Season for the remainderof the Rights Period

(column C)9'Franchise 16 oro rata tncrease10" Franchise 't8 oro rata increase

4.4.2 The increase in the License Fee above shall be calculated as follows:

Original Licese Fee for the rclevant Season + (DIVIDED by) 59 (being the originalnumber of Matches) x (MULTIPLIED BY) the number of additional Matches above 59= the incremental increase in License Fee for that Season

4.4.3 Any incremental increase in License Fee shall be paid by Licensee to Licensor 30days before the start of the first Match of each Season to which the incrementalincrease in License Fee applies unless otherwise agreed in writing by Licensor. Forthe avoidance of doubt, the Bank Guarantees to be provided shall be in the amountof such increased License Fee.

4.4.4 Licensee further acknowledges that the number of Franchises may be reduced fromthe initial eight as at the date of this Agreement. With any reduction in the numberFranchises, the aggregate total number of Matches in each Season will decrease andLicensee has agreed with Licensor that the total amount of the License Fee shall inthose circumstances be reduced to reflect the reduced number of Matches with thedecrease in the number of Franchises. The formula to be used to calculate theamount of such reduction in the License Fee shall exactly mirror the formula tocalculate any increase in the License Fee.

IPL Theatrical rights ITT 2010 onwards

5.

q1

REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS

Further lnformation

Bidders shall remain responsible for obtaining all further information necessary orexpedient for the purpose of submitting their respective Bids, and will be deemed tohave done so before submitting any Bid. Information may be sought up to 30 Sep 2009and thereafter any further queries will be responded to at IPL's sole discretion. Noirrelevant query will be entertained and the decisions of IPL in this regard shall be final.No Bidder shall, in the process of seeking clarifications, enter into any contractualnegotiations. Further, no Bidder shall, in the process of seeking clarifications, submit arequest for information relating to any internal processes followed by lPL.

Requests from Bidders for clarification and/or further information relating to this ITTmust be addressed to IPL and marked for the attention of Mr. Sundar F€man andreceived by IPL by way of electronic mail (e-mail) sent to sundar@iolt20.com with acopy to lkm@iplt20.com.

Save as specified herein, Bids and other supporting papers that may be furnished shalland will become the property of IPL upon their delivery and IPL will not be obliged toreturn them. However all information and documents that are furnished to IPL will betreated as strictly confidential and shall not, unless required in accordance with law, bedisclosed to any other party.

No Conditionali$r

Bidders shall not make any of their Bids subject to any form of conditionality orlimitation including, without limitation, the identity of, or particular anangements beingput in place with, any other third party. Any such conditional Bids may summarilydisqualified by the IPL in its discretion.

Bid Costs

Each Bidder is solely responsible for all costs, expenses and liabilities incurred by it inthe preparation and submission of its Bid(s) and any responses to requests for furtherinformation by lPL.

AMENDMENT/ADDENDUM

The information set out in this ITT is in summary form and does not purport to containcomplete descriptions of the terms of the Theatrical Rights or the terms and conditionsaffecting the exercise of the same, all of which may be subject to change andamended by IPL in its discretion. This ITT does not contain any representation uponwhich any Bidder is entitled to rely at any point in time in order to bring any claim,action or proceedings against BCCI, IPL or any other third party (whether formisrepresentation or othen/lrise).

At any time prior to the last date for submission of the Bids, IPL may, either for anysupervening factors and/or events or in response to a bona fide request for furtherinformation (including clarification) by a Bidder, modify, add, withdraw or alter the

5.2

6.

6.'l

IPL Theatrical rights ITT 2010 onwards

7.

7.1

terms of the invitation and/ or the conditions of this ITT by issuing an Addendum(s) orotherwise, without any obligation to provide reasons.

The amendment(s/addendum(s), if any, will be notified in writing to the Bidders atleast 24 hours orior to the last date for the submission of Bids. Suchaddendum(s)/amendment(s) will form part of this ITT and will be binding.

REQUIREMENTS OF THE TENDER

PerformancE Deposit

(a) Each Bidder must at least 48 hours before the submission of any Bid pay to IPLa single performance deposit (the "Performance Deposit") in the amount of US$2.0 Million dollars (payable in Indian Rupees using an exchange rate of 'l US $to lNR50). The Performance Deposit shall be deposited by way of a bankersdraft issued by a bank of intemational repute drawn in favour of Indian PremierLeague.

(b) IPL hereby irrevocably states that it shall retum the Performance Deposit tounsuccessful Bidders within 5 business days of the unconditional award of theLicence.

(c) For the successful Bidder the Performance Deposit shall, upon the award of theLicence, will be returned to the successful bidder when he replaces the samewith a rolling Bank Guarantee to cover the amount for that year as perSchedule 7. The Bank Guarantee must be issued within 10 days of signing thelong form agreement. Each Year the following Years guarantee must be inplace by January 31st.

(d) Any Bidder which fails to comply with the above-mentioned requirement to paythe Performance Deposit may be disqualified from bidding by IPL in its absolutediscretion.

Tender Documents

Each Bidder shall at the time of submission of the Bid submit the followingdocuments:

(a) an Eligibility Letter together with any supporting documents required to beprovided as per Schedule 2 of this ITT;

(b) an Affidavit which is to be attested/notarized on Rs.l00 stiamp paper as perSchedule 3 of this ITT:

(c) a duly completed Licence Bid Form (in the form s6t out at Schedule 4) whichshould include full details of the Bidder's proposed exploitation of the TheatricalRights;

(d) a Theatrical Rights Agreement signed by a duly authorised representative ofthe Bidder included in the Bidde/s Licence Bid Form. In such Theatrical RightsAgreement, the Bidders shall complete the following details:

i) the full name and address of the Bidder at the start of such agreement;

ii) the total amount of the Licence Fee included as part of the relevant Bid; and

7.2

IPL Theatrical rights ITT 2010 onwards

I8.1.

(e) evidence satisfactory to IPL that the Bid has been signed by a duly authorisedrepresentative of the Bidder.

SUBMISSION OF THE BID

Only the persons who comply with the eligibility requiremenb set out in Section 2above are entitled to participate in this tender process and to submit a Bid. Any Bidsubmitted by any person who is not eligible as per the requirements of the above-mentioned eligibility section may be rejected by IPL in its absolute discretion.

The Bidders shall deliver to IPL the original of the Tender Documents (set out in clause7.2 above duly filled in and signed and sealed along with all supporting documents andpapers with three exact and legible copies thereof and documents evidencing paymentof the Performance Deposit as provided in Section 7 above.

The Tender Documents in sealed covers, as above, shall be delivered by hand inperson by an authorised representative of the Bidder to IPL by 12 noon on 6h ofOctobEr, 2009 at The Cricket Centre, Wankhede Stadium, Mumbai 400 20. Pleasenote that Bids sent by email or fax will not be accepted. No tender in torn condition orin unsealed covers will be accepted. All documents must be delivered at the same timeand no further documents will be accepted past the above-mentioned time and dateunless otherwise decided by IPL (in its discretion) in the case of exceptionalcircumstances. The Eligibility Letter and Affidavit should be enclosed in one envelopecleady labelled "Envelope A - Eligibility Letter and Affidavit".

The Licence Bid Form, the Theatrical Rights Agreement and the supporting documentsrefened to in paragraph (e) above should be enclosed in a separate envelope clearlylabelled "Envelope I -Licence Bid Form together with supporting documents)".

The outer envelope containing the Tender Documents must be sealed and marked asfollows:

Invitation to Tender - Indian Premier League Theatrical Rights

Attn of: Mr. Lalit Modi Chairman and Commissioner. lPL.

8.3.

9.

9.1

There should be nothing on the outside of the envelope containing the Tender Documentswhich identifies or indicates the identity of the Bidder.

SELECT]ON OF WINNING BIDS

Each Bidder must, as part of its Bid, specify the following information by the completionof a document in the form set out in Schedule 4 (the "Licence Bid Form"):

(a) the Licence Fee that it is offering to pay for the exclusive Theatrical Rights inrespect of all the Matches of the League for the 2010 onwards Season Yearwise. The attention of Bidders is drawn to the fact that the proposedLicence Fee included in the Bid shall be a minimum of US$ 2,0 Million(Two Million US dollars) Per Year and any Bid which includes a LicenceFee lower than said sum will be summarily rejected;

full details of its plans and proposals for the commercial exploitation of theTheatrical Rights.

(b)

IPL Theatrical rights ITT 2010 onwards

s.2 IPL strongly recommends that an authorised signatory from each Bidder shall beavailable in Bangalore on I'n October, 2009 at 10 am to provide any clarifications asmay be necessary arising from their Bid, such clarifications to include possible re-Bidsas contemplated below. lf any Bidder is unable to ensure that such an authorisedrepresentative is so available then it should inform IPL in a timely fashion of contactdetails for a person who will be authorised to submit re-Bids in the event of tied Bids(see Section 9.3 below). The failure of a Bidder to be so available will result in suchBidder failing to be able to submit such a re-Bid and in such circumstances suchBidder will be liable to be rejected.

An exclusive Licence for the commercial exploitation of the Theatrical Rights in respectof all the Matches of the League to be held in Season 2010 - 2017 will be awarded bythe IPL in its sole and absolute discretion. For the avoidance of doubt, the IPL is notobliged to accept the highest monetary offer.

In the event of the Licence Fee included in a successful Bid being increased as aresult of a re-bid then the relevant Bidder will immediately be required to endorse anamendment to the relevant signed Theatrical Rights Agreement to reflect suchincreased Licence Fee. Failure to comply with this requirement may (in IPL'sdiscretion) result in the LicsncE b€ing awarded to another Bidder and thePerformance Deposit of the first-mentioned Badder being forfeit.

The successful Bidder who is awarded the Licence must pay the Licence Fee for eachyear will be as follows :

Prior to the Tournament each Year - 50% of the bid amount for the

o g0 days Post Last day of the tournament of each Year - Balance 50% of thebid amount for that year.

S.6 By submitting a Bid, each Bidder irrevocably agrees to the above-mentioned processfor the selection of winning Bids for a Licence.

9.7 The Bids will be open and awarded in Bangalore on the I'of Oct 2009.

10. GENERAL

10.1 No warranty or representiation (express or implied) as to the reliability, completeness oraccuracy of the information in this document or any other information at any time madeavailable to the Bidder is given by IPL or any other person. Accordingly, each Bidderand recipient of this ITT shall be responsible for verifying the accuracy of allinformation contained in this ITT and for making all necessary enquiries prior to thesubmission of its Bid. Neither IPL nor BCCI nor any of its/their associates, agents,employees or representatives will be liable for any claims, loss or damages suffered byany Bidder, prospective Bidder or other recipient of this ITT as a result of reliance onany informalion contained in either document or otherwise.

1O.2 In furnishing this invitation, IPL does not undertake or agree to or acknowledge anyobligation to provide to the Bidder any additional information or any roving queries or toupdate this ITT or to correct any inaccuracies in it which may become apparent.

10.3 Neither the issue of this ITT nor any part of its content is to be taken as any form ofcommitment or acknowledgment on the part of IPL to proceed with any Bid or anyBidder and IPL reserves the unfettered right to annul, terminate or reject any Tender or

9.3

9.4

o5

r 30 daysYear.

IPL Theatical rights ITT 2010 onwards

to vary or terminate the tendering procedure at any time or stage without giving anyreasons.

10.4 IPL reserves the unfettered right and absolute discretion at any time and without anyliability whatsoever to any Bidder:

(i) to cancel the entire tendering process at any stage prior to the execution byBCCUIPL of a binding Theatrical Rights Agreement without giving any reasons;or

(ii) to amend, vary, waive and/or modify any or all of the terms and conditions ofthis ITT (including the Theatrical Rights Agreement) without any reason or priornotice whatsoever being provided to any Bidder.

10.5 IPL shall not, in any circumstiances whatsoever be responsible or liable in any manneror mode by whatever name called or described for any costs, losses or expenses ofany kind whatsoever incurred or suffered in connection with or as a consequence ofthe preparation or delivery of any Bid, or compliance with any of the requirements ofthe this ITT by any Bidder.

10.6 Any concealment of material fact by or on behalf of any Bidder shall lead todisqualification of the Bidder.

1O.7 The grant of any Licence shall be conditional upon the Bidder entering into a bindingTheatrical Rights Agreement (together with any agreements to be entered into by theLicensee as contemplated by the Theatrical Rights Agreement) and not otherwise.

10.8 No Bidder (or any person in any way connected with or acting on behalf of a Bidder)shall take any action which is intended or likely to influence the award of the Licenceand any such action shall result in the immediate disqualification of the relevant Bid.

11. ACCEPTANCE OF TERMS AND CONDITIONS

11.1 Each Bidder irerocably and unconditionally accepts and agrees that by submitting aBid:

(a) it agrees to be bound by the terms, conditions and obligations set out in this ITTand in the Theatrical Rights Agreement when executed;

(b) it has read and understood, and agrees and accepts, the provisions andprocedures, and terms and conditions (including the outcome) of this ITT; and

(c) waives its entitlement to seek injunctive or equitable relief in respect of this lTT,this tender process and the subject matter of this ITT

12. CONFIDENTIALITY

'12.1 All information of whatever nature and in whatever format contained within any Bidand/or any response or clarification (whether oral or written) provided by IPL to anyBidder during the bidding process, (the Confidential Information) is and shall be keptstrictly confidential by the Bidder.

IPL Theatrical rights ITT 2010 onwards

12.2 Accordingly, in consideration of IPL allowing that Bidder to participate in the biddingprocess for a Licence, each Bidder accepts that, by submitting any Bid(s), it isagreeing:

(a) to keep all Confidenlial Information private and conlidential and to use any andall Confidential Information solely in order to consider and/or to make a Bid, inorder to seek to obtain a Licence and in order to take part in discussions withIPL as part of the bidding process; and

(b) not to disclose, distribute or reveal any Confidential Information to any personother than to those persons who are required to receive and consider the samefor the purpose of formulating the relevant Bid(s) andior their professionaladvisers under conditions of confidentiality.

12.3 Confidential Information shall have the meaning ascribed to it in Paragraph 2 of theEligibility Letter.

13, GOVERNING LAW AND DISPUTE RESOLUTION

13.1 This ITT shall be governed by, and construed in accordance with Indian law.

13.2 lf any dispute arises under this document which cannot otherwise be amicablyresolved between the parties, such dispute shall be submitted to arbitration andconclusively resolved by a single arbitrator appointed by mutual consent. lf the partiesare unable to agree upon the identity of the arbitrator then he shall be appointed byThe President of the Mumbai Bar Association. Both parties shall share equally thecosts, fees and other expenses of the single arbitrator appointed by them inaccordance with The Arbitration and Conciliation Act, 1996, or any statutorymodification or re-enactment then in effect.

13.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted in theEnglish language.

13.4 The decision of the arbitrator shall be in writing, and shall be final and binding upon theparties. Each party shall bear its own lawyers'fees and charges and shall pay one halfof the costs and expenses of such arbitration, subject always to the final award of thearbilrator as to costs.

13.5 Each of the parties hereby acknowledges and agrees that its failure to participate inarbitration proceedings in any respect, or, to comply with any request, order ordirection of the arbitrator, shall not preclude the arbitrator pmceeding with sucharbitration and/or making a valid final award.

13.6 BCCI andior IPL (but not any Bidder) shall have the right to bring an action seekinginjunctive or other equitable relief before the Courts of Mumbai if it reasonably believesthat damages may not an adequate remedy for any breach by any Bidder of the termsof this lTT.

IPL Theatrical rights ITT 2010 onwards

SCHEDULE 1 (rTT)GLOSSARY OF TERMS

The following terms shall have the meanings ascribed to them in this lTT. Words andexpressions which are defined within this ITT shall have such meaning when used in this lTT.

BCCI means The Board of Control for Cricket in lndia.

Bid means a written offer to acquire an exclusive Licence to commercially exploit theTheatrical Rights during the Term, and which is submitted to IPL subject to, and in accordancewith, the terms and conditions of this lTT.

Bidder means any person who submits a Bid or Bids to IPL in response to this lTT.

Bid Process means the procedure described in Section 8.

Brand Guidelines means those regulations, restrictions and limitations issued from time totime by, or on behalf of, IPL relating to the use and reproduction of the official titles, trademarks and logos of the lPL, any Match, any IPL team, and such other persons as may bespecified by lPL.

Broadcaster Guidelines means those regulations, restrictions and limitations issued fromtime to time by, or on behalf of, IPL relating to production, distribution and transmission of anyMatch (in full or in part) (including the imposition of any on-screen graphics, adverts orcommercial or sponsored features) and/or the marketing, promotion or advertising of anyMatch, Player Auction to the edent only that such regulations, restrictions and limitations donot conflict with the terms of this Agreement or adversely affect the vralue of the rights grantedto Licensee hereunder, or the ability of Licensee to fully exploit such rights to any materialextent and/or the use of any imagery, representation or likeness of any player, manager,coach or official of any Team.

Broadcast Sponsorship Opportunities means any sponsorship, promotional or otheropportunities available to any person to associate itself (including by way of any verbal, tedualor graphic form) (directly or indirectly) with any transmission, delivery or exhibition of anyMatch (or any part thereof, and including any trailers or promos in respect of same) or madeor provided pursuant to this Agreement, including any on-screen identification (including anyvisual, verbal or musical identification), billboards, breakbumpers, on-air messages such assqueezebacks, tickers, split screens, pop-ups or otherwise and Broadcast Sponsor shall beconstrued accordingly.

Business day means any day (excluding Saturdays and Sundays) on which banks in Mumbaiare generally open for business.

Competitor means any person whose business involves the provision of seMces or the sale,manufacture or distribution of goods which fall within the same category of goods or servicesas those provided, sold, manufactured or distributed by (as relevant) the Title Sponsor orOfficial Sponsor.

Eligibility Lefter or L€tter of Eligibility means the letter to be submitted by each Bidder inthe format provided in Schedule 2 of this lTT.

IPL Theatrical rights ITT 2010 onwards

Feed means the live and continuous moving image video signal of a standard andspecification consistent with the presently accepted standard and specification of internationalbroadcasts of international cricket matches of each Match (including any opening or closingceremony) in either 16:9 or 4:3 aspect ratio incorporating slow motion replays, titles and anygraphics selected by, or on behalf of, Licensor, with international commentary in English, andwith integrated international ambient sound and audio on a separate track;

Graphics Package means any graphics (including statistical information and commercialidentifications) inserted into the Feed by or behalf of Licensee or (as the case may be)Licensor.

Intellectual Property means all copyright and other intellectual property rights howsoeverarising and in whatever media used or reproduced (whether such media is now known orhereafter devised), whether or not such rights are registered or capable of registration,including copy'ight, trade marks, service marks, trade names, registered designs, domainnames and any applications for the protection or registration of such rights and all renewalsand extensions thereof throughout the world.

ITT means this Invitation to Tender document together with all Schedules which form part of it.

Licensee means the successful Bidder which is awarded the grant of the Theatrical Rights.

Live Feed Insertions means the insertion of statistics, features and non-@mmercialidentifications (including scrolls, pop ups and other forms of promotional and informativeinsertion) in the live Feed by or on behalf of Licensor.

Matches means the number of twenty overs per side cricket matches forming part of andcomprising each of the IPL Season 2010 onwards, including any opening and closingceremonies, this being a minimum of 59 in each Season starting 2010.

Official Sponsors means any person to which IPL grants any marketing or other associationrights in relation to any Match or the lPL, including without limitation the umpire sponsor andofficial suppliers of the League appointed by IPL at anytime, but excluding the Title Sponsor.

person means any company, firm, partnership, unincorporated association and any otherentity of any kind whatsoever.

Season shall mean the period of time in each year during which the League shall take place.

Theatrical Rights Agreement means the written agreement to be entered into between IPLand the successful Bidders in the form supplied to recipients of this ITT (including the form ofany agreements or other documents attached or to be attached thereto and as the same maybe amended by IPL).

Title Sponsor means the title sponsor of the lPL, namely DLF or any replacement thereof.

Venue means, in respect of a Match, the stadium, ground or place at which such Match is tobe played or staged in so far as these are owned and/or controlled by lPL, always to theextent that such areas are within the control of IPL (including, but not limited to, the pitchwhere play tiakes place, the areas surrounding the pitch, the stands, passageways, walkways,staircases, lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries, floodlights,media facilities, electronic scoreboards and replay screens, roofs, shops, car parks and otherareas in and around the stadium grounds or places and airspace above lhese static or movingobjects outside such stiadium, ground or place; any security perimeter established by, or on

IPL Theatrical rights ITT 2010 onwads

behalf of, IPL and other land forming part of such stadium, ground or place); and any otherareas notified in writing to Licensee by lPL, and'Venues" shall be construed accordingly.

IPL Theatrical rights ITT 2010 onwads

SCHEDULE 2 (TT)

LETTER OF ELIGIBILITY

[o be typed on Bidde/s Letterheadl

Indian Premier LeagueCricket CentreWankhede StadiumMarine LinesMumbai 400020lndia

For the attention: Mr. Lalit K Modi i Mr. Sundar Raman

I 1200[

Dear Sirs,

INVITATION TO TENDER - THEATRICAL RIGHTS TENDER - SUBMISSION OFELIGIBILITY

We, [name]l, acknowledge receipt of the Invitation to Tender dated [date] ('lTT') and fullyunderstand and accept the terms, conditions and procedures set out therein. In accordancewith the requirements of the lTT, we hereby submit an irrevocable and unconditional offer toacquire an exclusive Licence to commercially exploit the Theatrical Rights included in theLicence Bid Form submitted with said offer (the "Bid").

We confirm that:

o We accept the terms, conditions and requirements without any reservations oramendments contained in the ITT;

. As part of this Bid we have enclosed a signed Theatrical Rights Agreement, which isunaltered from the form provided by the IPL (save for the inclusion of our name,address and the Licence Fee) and we hereby irrevocably and unconditionally acceptthe terms and conditions set out in each such Theatrical Rights Agreement and agreeto be bound by the same.

. No element of this Bid is conditional upon any event, fact or circumstance other thanthe acceptance by IPL of the offer contained in this Bid.

Capitalised expressions used in this Bid shall have the same meaning ascribed to them in theITT unless othenrvise exoresslv defined in this Bid.

1. INFORMATION RELATING TO BID EVALUATION

Please find enclosed with this Bid full details and supporting documents (where applicable) inrespect of the following:

I Please provide the full name ofthe Bidder. ln case ofa Consortium Bid, provide full name ofeach member of

the consortium.

IPL Theatrical rights ITT 2010 onwards

1.1 Corporate Structure of the Bidder'

Incorporation Date, Registered ffice and Registered Number of the Bidder;Details of all shareholders in the Bidder:lf the Bidder forms part of a group of companies, an organisation chart of suchgroup including details of those persons who are the ultimate controllers of theBidder;Details of the Directors and senior management who will be responsible for theLicensee's activities;Certified true copies of all constitutional documents relating to the Bidderincluding certificate of incorporation, memorandum and articles of association(or other equivalent constitutional documents) or partnership deed.

Details of Performance Deposit

We have submitted to IPL the requisite Performance Deposit as per Section 7.1 of thelTT, the details of which are provided below:

Name of Bank:Number and Date of the Bank DraftAmount:

Terms of Consortium Arrangements, if applicable

Where the Bid is submitted by a Consortium the relevant terms of the Consortiumarrangement must be provided herein.

CONFIDENTIALITY

'Confidential Information" means all information in whatever form (including, withoutlimitation, written, oral, visual or electronic) relating directly or indirectly to the contentof the discussions between IPL and the Bidder relating to this Bid and/or the fact thatthe parties are discussing this Bid and the status of those discussions and/or theexistence, nature and terms of this Bid, or any subsequent discussions, agreements orarrangement relating thereto, and all information (whether of a technical nature orotherwise) relating to the business or affairs of IPL and BCCI (and/or its/theircommercial partners, or associated or subsidiary entities) as may be communicated tous during the tender process and any subsequent discussions which take placebetween IPL and us.

We agree to keep confidential, and shall not disclose to any person (including, withoutlimitation, the press and media), any and all Confidential Information which has been,or may be, disclosed to us by, or on behalf of, IPL or BCCI except insofar as theConfidential Information:

is required by a person employed or engaged by us in connection with thepreparation of our Bid in which circumstances we shall ensure that any suchperson complies with our obligations in relation to Confidential Informationrefened to in this letter as if such person were a signatory to this letter; or

' The infonnation required hereunder should also be provided in relation to each member ofa consortium (ifappropriate). Any Bidder who is an individual may ignore this section.

IPL Theatrical rights ITT 2010 onwards

(a)(b)(c)

(d)

(e)

1.2

t.J

2.

z-l

2.2

(a)

2.3

(b) is required to be disclosed by law or by applicable regulation, or any valid orderof a court of competent jurisdiction, or at the request or direction of anygovernmental or regulatory authority or agency.

Without prejudice to the foregoing and unless IPL chooses otherwise, we covenantwith, and undertake to, IPL that no announcement or statement howsoever relating toour Bid(s), or our discussions with IPL in relation thereto shall be made by us, or onour behalf, without the prior written approval of IPL (such approval to be given orwithheld at IPL's sole discretion). Any disclosure of Confidential Information permittedunder this paragraph 2 shall be in confidence, and shall only be to the extent that anypersons to whom the information is disclosed need to know the same for theperformance of their duties. We shall procure that all such persons are aware of, andcomply with, such obligations of confidentiality.

We hereby undertake to IPL and BCCI to use the Confidential Information solely inconnection with the preparation of our Bid and not otherwise for our own benefit or thebenefit of any third party.

GENERAL

We acknowledge that we are solely responsible for all costs, expenses and liabilitiesincurred by us in the preparation and submission of this Bid, any responses toreguests for further information by or on behalf of IPL and any discussions with IPLand/or its associates following receipt by IPL of this Bid (whether or not a TheatricalRights Agreement is entered into by us).

We wanant, represent and undertake to IPL and BCCI and iwtheir associates that:

(a) the information contained in this Bid and otherwise provided to IPL and/or itsassociates during the tender process is, and shall be, complete and accurate inall respects and is not, and shall not be, false or misleading in any way; and

(b) if, following submission of this Bid there are any changes in our circumstiancesthat may affect any of the information contained in this Bid, we shall promptlynotify IPL in writing setting out the relevant details in full.

GOVERNING LAW AND ARBITRATION

We acknowledge and agree that this Bid and the entire tender process shall begoverned by, and construed in accordance, with the laws of India.

Any disputes arising in connection with our Bid and the tender process (or any partthereofl shall be resolved in accordance with Section 13 of the lTT.

For and Behalf of 3

Name

Designation

Date

' To be signed by the Bidder and each Consortium Member, ifapplicable

IPL Theatrical rights ITT 2010 onwards

3.2

3.

?.t

4.

4.'.|

4.2

SGHEDULE 3 (rTT)

AFFIDAVIT

TO BE ATTESTED/NOTARISED ON YOUR COMPANY'S LETTERHEAD

AFFIDAVIT

l, [Name of Authorised Representativel, lDesignation of Authorized Representative] of [Nameof Bidderl having my office at [Address] do hereby declare solemnly affirm and state asfollows:

1. I solemnly state and declare that I am providing the true and conect details of theBidding Company for the purpose of the Bid as required by the Invitation to Tender.

2. I state that the contents of the Bid are true and correct to the best of my knowledgebased on the original records maintained by the company. I further declare that nomaterial information has been concealed.

List of Annexure:

Solemnly affirmed at

On this day of

IPL Theatrical rights ITT 2010 onwards

SCHEDULE 4 0rT)

LICENCE BID FORM

ITO BE TYPED UP ON THE BIDDER'S LETTERHEAD]

Indian Premier LeagueCricket CentreWankhede StadiumMumbai 400 20India

Dear Sirs,

We write in connection with our Bid for the Theatrical Rights in response to the ITT dated Il. The details relating to us and our Bid for a Licence are as follows.

Full Name of Bidder:

Address of Bidder:

Tel No.:

Fax No.:

Email:

Named Representative of Bidder:

Licence Fee (to be frlled in the table below)

Year Minimum feeOSD Mn)

Bid amount(USD mn)

2010 22011 22012 22013 22014 22015 22016 22017 2TOTAL 16

IPL Theatrical rights ITT 2010 onwards

The Licence Fee should be the total sum which shall be payable for the 2O1O - 2O17Seasons. The Performance Deposit shall, if the Bidder is successful, be replaced byBank Guarantee as in schedule 7

By signing and submitting this Licence Bid Form we hereby irrevocably and unconditionallyagree:

(a) to comply by the terms set out in the ITT;

(b) if we are awarded the Licence in circumstances where the Licence Fee specified in ourBid delivered to IPL has increased as a result of us submitting a re-bid then we agreeimmediately to take such steps as shall be necessary to confirm / endorse theamendment ofthe amount of the Licence Fee to reflect the above-mentioned increaseand until such time as we have taken such steps we shall remain bound by the termsof the Bid as originally submitted by us;

(c) where required to do so by IPL we shall procure that a parent company of sufficientfinancial standing as is reasonably acceptable to IPL guarantees our obligations under theTheatrical Rights Agreement.

(d) Provide the Bank Guarnatee as annexed as per Schedule 7 on signing of the agreement.

[sef out defails of proposed exploitation of the fights]

Yours faithfully

For and on behalf of[Full name of Bidder]

IPL Theatrical rights ITT 2010 onwards

SCHEDULE 5

Terms and conditions aoplicable to the exercise of the ThEatrical Riohts

The terms and conditions applicable to the exercise of the Theatrical Riqhts. that shall beincorporated into the Theatrical Riohts Aoreement. shall include the followino:

l. Access to Feed

D IPL shall make the high definition feed (refered to in this ITT as'HD Feed') availableto Licensee (from not later than 10 minutes before the start and until not earlier than 10minutes after the end of the relevant Match) at the Host Broadcaster's truck or facilityat or in the vicinity of the Venue, without any charge levied by or on behalf of IPL orany third party for the production of the Feed or for such access.

ii) Licensee shall be responsible at its own cost for making all necessary arrangementsfor the onward transmission, delivery and distribution of the HD Feed, whether bysatellite or other means, for reception by or on behalf of Licensee in the Territory.

iii) Licensee recognizes the fundamental importance of preserving the security andintegraty of the signal of the HD Feeds, Accordingly, Licensee hereby undertakesto IPL that it shall only use such methods and routing for transmission and/orrelay of the HD Feed to the Territory as shall be reasonably directed by IPL orwhich have been approved by IPL in writing or are used by any other of IPL'slicensees. IPL hereby undertakes to Licensee that it shall use all reasonablecommercial endeavours to ensure that the rates for using such methods androuting directed by IPL shall be normal market rates.

2. Virtual Advertising

(i) The Licensee agrees that it will not alter or add to the content of the HD Feed whetherelectronically or otheMise so as to remove, change or obscure any in-Venue advertising, anyGraphics Package or Live Feed Insertions incorporated into the Feed by or on behalf of theIPL in accordance with this Agreement, save and to the extent as may be required to complywith applicable Law. In respect of any transmission of Matches (in full or in part), the Licenseeshall not insert any "virtual advertisements" on the field of play during any Match play save asothenrise may be required to comply with applicable Laws and advertising restrictions in therelevant part of the world.

3. Quality and lntegrity of Transmission

(i) The Licensee shall ensure that all of its transmissions of Matches (in full or inpart), and the transmissions of any sublicensee, shall be of a quality andstandard generally to be expected of a leading premium sports content providerwithin the relevant territory.

(ii) Licensee shall comply, and shall procure that all sublicensees comply, at alltimes with the prevailing Guidelines as may be issued by IPL from time to timeduring the Rights Period.

(iii) Licensee shall ensure that any Live Feed Insertions and/or Graphics Packageincorporated into the Feed by or behalf of IPL are transmitted and displayedwithout modification save as may be required to comply with applicable Laws.License acknowledges that any and all revenue generated by such Live Feed

IPL Theatrbalrighls ITT 2010 onwards

Insertions and/or Graphics Packages incorporated into the Feed by or onbehalf of IPL shall accrue solely to lPL.

For the avoidance of doubt, Licensee shall be entitled to incorporate advertsand commercial graphics and messaging in breaks between overs provided inall cases such adverts or commercial messages are in accordance with theGuidelines.

Licensee shall be permitted to appoint, and to permit its Sub-Licensees toappoint, Sponsors subject to the terms and conditions of this Agreement, and inparticular, the provisions of sub-paragraph (vii) below.

Licensee acknowledges and agrees that it shall not select or appoint anySponsor (a) in relation to the primary product category of the Title Sponsor,without first offering and providing the Title Sponsor with an opportunity topurchase such Sponsorship, and shall not in any event appoint a Sponsor inrelation to that product category, without giving the Title Sponsor a reasonablelast opportunity to purchase such Sponsorship (being no less than five (5) daysfrom the date that such last opportunity is notified to the Title Sponsor, unlesssuch notification is within ten (10) days of the first scheduled Match of therelevant season, in which case such time period as is reasonable). For theavoidance of doubt, if the Title Sponsor declines to purchase suchSponsorship, Licensee may appoint as Sponsor a person who is a Competitorof the Title Sponsor. For the avoidance of doubt the provisions of this sub-paragraph (vii) shall not apply to sales of airtime around Licensee'stransmissions of the Matches, which airtime Licensee shall be entitled to sell toCompetitors of the Title Sponsor and without providing Title Sponsor a first andlast right to purchase such airtime; and (b) in relation to the primary productcategory of a Official Sponsor, without first offering and providing such OfficialSponsors with an opportunity to purchase such Sponsorship package and shallnot, in any event, appoint a Sponsor in relation to that product category onterms more favourable than those offered to the Official Soonsors without firstoffering and providing the fficial Sponsors with a reasonable opportunity toaccept the same favourable terms. For the avoidance of doubt, and to givecommercial effect to this clause, Licensee shall not stipulate or impose anycondition or restriction on the purchase of any Sponsorship pack€ge oropportunity in or around any Match or Footage to the effect that any TitleSponsor or Official Sponsor must purchase sponsorship and/or commercialairtime and/or other promotional or advertising opportunities or inventory fromLicensee (or any Sub-Licensee) in relation to any other programme or event.

All copies of contracts with theatres must be sent to lPL. Failure to do so willresult in cancellation of the agreement.

(iv)

(v)

(vi)

(vii)

IPL Theatrical rights ITT 2010 onwards

SCHEDULE 6

INDICATIVE FIXTURE SCHEDULE WILL BE PROVIDE IN TIME

IPL Theatrical rohts ITT 2010 onwards

SCHEDULE 7

BANK GUARANTEE FORMAT

(FORMAT OF GUARANTEE TO BE TSSUED By ANy BANK OF NATTONALTZED ORGLOBAL REPUTE ACCEPTABLE TO BCCI IN ITS SOLE DISCRETION)

IPLBoard of Control for Cricket in lndiaCricket CenterWankhede StadiumMumbai 400 020India

consideration ofthe CompaniesNo.

Limited, a company registered underAct, |956 and having its principal place of business at

(hereinafter called " whichexpression shall unless repugnant to the subject or context mean and include itssuccessors in office, executors, administrators, permitted assigns and the like) havingagreed under the terms and conditions of Contract dated executedwith Board of Control for Cricket in India, a society registered under the Tamil NaduSocieties Registration Act and having its head quarters at Cricket Center, WankhedeStadium,, Mumbai 400 020 (hereinafter called 'BCCI" which expression shall unlessrepugnant to the context or meaning always mean and include ils successors in office,executors, administrators, permitted assigns and the like) for

(hereinafter called "the said contract"), interalia,are required to provide a Bank Guarantee to'BCCI" as herein provided for

(Rupees only) for the duefulfillment by _ of the terms and conditions of the said contract.

has approached us for issuing the said guarantee and at their request and onreceipt of sufficient consideration by us, we, (name ofthe bank) (constituted and established under.) having our oflice at

;;i";;;Ji; ";';i;;

;Ji;;;k';ili;h ;il;;i;f:ili "|,3;.l3J"s?;ii;\r93,fri"ll3lcontelit mean and include its successors in office, executors, administrators, permittedassigns and the like) have agreed to give such guarantee as hereinafter mentioned.

We hereby undertake and agree with BCCI that if any default is committed by _,in performing any of the terms and conditions of the said contract including nonpayment of any money payable to BCCI, we shall on first claim in writing from BCCI,without any demur, any reservations, contest, recourse or protest and/or without anyreference to pay to BCCI a sum not exceeding Rs.(Rupees only), either in full or in part, in suchmanner as BCCI may direct from time to time. Any such claim made by BCCI on usshall be final, conclusive and binding notwithstanding any difference or any disputebetween BCCI and or any other legal proceedings, pending before anyCourt, tribunal, arbitrator or any other authority.

IPL Theatrical rights ITT 2010 onwards

BCCI shall have the full liberty, without reference to us and without affecting thisguarantee, to postpone for anytime or from time to time the exercise of any of thepowers and/or any rights confened on BCCI under the said contract, which under theLaw relating to the Sureties would but for this provision have the effect of releasing us.

The guarantee herein contained shall not be determined or affected by the liquidation orwinding up or dissolution or change(s) in constitution of _, but shall for allpurposes binding and operative until payment of all money due to BCCI in respect ofthe said contract are paid.

This guarantee shall be irrevocable and shall remain valid up toclaim period of SIX months up to

._______________

Notwithstanding anything contained hereinabove:

with a

a) Our liability under this Bank Guarantee shall not exceed and is restricted toRs._ (Rupees only)b) This Guarantee shall remain in force up to and including(including claim period of Six months)c) Unless the demand/claim under this guarantee is served upon us in writing

all the rights of BCCI under this guarantee shallstand automatically forfeited and we shall be relieved and discharged from all liabilitiesmentioned hereinabove.

A demand for payment under this guarantee shall be deemed to have been sufficientlymade if a claim in writing is sent by post or by fax or hand delivered to us at theaddress/fax number indicated in this guarantee.

IPL Theatrical rights ITT 2010 onwards

subjeIPL Governing Council Meeting Agenda for 2nd Sep2009

send€lkm@iplt20.com <lkm@iplt20.com>

Recip arun Jaitly <ajaitley@nde.vsnl. net.in>, Chirayu Amin<cramin@alembic.co.in>, I Bindra< isbindra@yahoo.com >, Farooq Abdullha< iamfarooqTo@yahoo.com >, M Pataudi<makpataudi@hotmail.com>, N Srinivasan< md@indiacements.co.in >, N Srinivasan< md@indiacements.co.in >, N Srinivasan< nsbccisecretary@yahoo.co.in>, Niranjan Official<sca@ad 1.vsnl. net. in >, Pandove<treasurerbcci@gmail.com >, Ratnakar Bcci< bcci@vsnl.com >, Ravi Shastri <shasravi@gmail.com >,Sanjay Jagdale <sanjayjagdale0l@gmail.com>, SharadPawar <sharadpawar.sp@gmail.com>, Shasank Manohar<varshamanohar@yahoo.com >. Sunil Gavaskar<smgmsg@hotmail.com >

copy Sundar <sundar@iplt20.com>, Prasanna

Date

< prasanna@iplt20.com >, Radhika copy< bccimarketing@aol.com >, Viraf Mistry <vmistry-men@modi.com>. Gauri <9auri@iplt20.com>

Wildblood Andrew <Andrew.Wildblood@imgworld.com>,LKM GMAIL < lalitkmodi@gmail.com >

15.08.2009 20:27

. GC Sep 2 2009 Agenda final.pdf (179 KB)

Gentletnan

Please fj.nd attached Agenda for the rPL Governing council Meeting to take Place ont'he 2nd of Sept 2009 at the cland Hyatt, Mumbai. we look forward to seeing you onthe znd of Sep. For travel and stay arrangements please be in touch rtith Radhika atmy office. Agenda Papers vi'i11 be Posted to you ltearer the time.

There j.s a furtsher meeting niEh all the Franchisees in Munbai on the 26th asmandated by the cc on the 11th of Aug. You all are also invited to attend the sameif you so r.rish. Mr sundar Ralrlan will inforn you the venue for tshe same- Ttrat meetingr.ril1 begin at 11 am and will probably lasl at least tj.1l 4 pn. The ite$ on theAgenda there is only to hear ttre Franctrisees of there View6 of rdhat might be thereclaims against us in regard to shifting of the IPL 2.0 to SA. There views will benoted and presenced to cc on bhe 2nd of sep 2009 for consideration.

Warm Reqards

Lalit ModiChairman & Conmiseigner fPL.

cc TO IPL GC Melld3ersTo Shri Sharad Pawar - Special InviteeTo Professor Ratnakar shettv - cAo BccI

Tffi-

5.

6.

Governing Council Meeting -AgendaSept 2 2009, Mumbai at L0:30 om ttt the Grund Llyatt

1. Leave ofabsence and attendance

2. To approve Minutes of last meeting - 11 Aug 2009

3. Franchisee Meeting Update that took place on 26tr Aug 2009.

4. 2009: Accounts

a, To approve Audited Income & Expenditure for IPL 2009 till f une 2009

b, To approve'.'.'.'...'..'..'.'.

s to Audit Observdtions and Ratify expenses

c. To approve Audited revenue to Franchisees for 2009 andobservations

d, To approve thr in ft:anchise and compensation plan as a result ofmoving IPL to SA: with franchisees on 266 Aug2009.

Approval of Report to BCCI for Year 2008 -

Approval of Report to BCCI ior Year 2 to SepL

To Look at the Franchisee agreement and examine each of the Comments posted on the sameand to take note ofthe fact what needs to be done by us to ensure compliance by allFranchisees in implementation of the same and the impact of the Same to IPL?BCCI for noncompliance by Franchisee.

B. Any other item with the permission of the Chair.

** Agenda Papers will be circulated seperately.

lPL, Gricket Gentre, Wankhede $tadiun, D Road, Ghurch Gate,Mumbal,4OOO2O India

Rourdcube

subjectSender

Recipient

Date

RE: Public Exhibition RightsManning, Paul < PManning@csi-sports. net>Manning. Paul < PManning@csi-sports. net>,lkm@iplt20.com < lkm@iplt20.com >

13.10.2009 18:37

rsm**k*@

Hi Lalit

I just tried to call but your line is busy. I have spoken to Kunal, and since taken a closer look at the contract.Sony were granted the right to show IPL in bars, etc as a simulcast of their tv signal. Therefore, theseestablishments were excluded from the definition of Public Exhibition Rights. So on the face of it, IPL wouldnot be able to exploit standalone, non-linear exhibitions in bars, etc. I am sure Sony think that is the effectof the contract.

Arguably we could say that because the Excluded Rights retained by IPL covers not just the definition of PublicExhibition Rights (and Internet Rights, etc) but ALL RiGHTS NOT EXPRESSLY GRANTED TO SONY, because theexpress grant of rights to Sony covered only simulcast rights into bars, restaurants, etc, the non-linear rightsu,/ere not granted to them and therefore are reserved to IPL to exploit as it wishes. I think we could expectSony to object to this strongly, but it is a possibility based on the wording of the contract.

Best regards.

Paul

From: Manning, PaulSent: 13 October 2009 12:55To: lkm@iplt20.comSubject: Public Exhibition Rights

Hi Lallt

We retained the following rights under the Sony agreement - please note that Sony were gra nted the rights

that are highlighted:

Public Exhibition Rights mean all rights to transmit, by means of any media whatsoever! any audio-only, still ormoving visual-only or audiovisual rmterial, data and/or te;rtual material (including the Feed and Footage o{ard/or relating to, any ofthe Matches and/or Player Auction (or any part thereof) for exhibition to an audience bymeans of arqr Television Set and/or conventional home and personal radio receiver located anywhere in cinemas,

water borne traim, other

and all rights to exploit any and all commercial opportunities (ittcluding; for example, entrance

fees, sponsorship merchandising broadcast sponsorship and supplier opportunities) arising frorq ard/or inconnection witlr, the transmission and/or exhibition of such material;

Please let me know if you need the same information ex-lndian Subcontinent under the WSG contract.

Best regards.

Paul

Paul ManningVlcs Presldgnt Lawyerl G edb Limitedsth Floor * Mccormack HouseBurlington Lane x London W4 2TH

Tel: 020 8233 7826 * Faxt 020 8233 6523

Roundcube

www.imgworh.com

The pieceding e-mail message (inc.Luding any attachments)contains information that may be confidentiaL, may be protectedby the atto.rney-client or other applicable privileges, o! mayconstitute non-public information. It j.s intended to be conveyedonly to the desiqnated recipient(s) named above. If you are notan intended recipient of this message, please notify the senderby leplying to this message and then delete all copies of itfrom your computer system. Any use, dissemination, distribution,or reproductlon of this messaqe by unintended recipients is notauthorized and may be unlawful.

Rourdcube

Subject RE: ITT Theatrical rights version SR 3 aug 09Sender lkm@iplt2o.com < lkm @iplt20.com >

Recipient Sundar <sundar@iplt20.com>Copy Akhila Kaushik <akhila.kaushik@bcci.tv>Date 03.08.2009 12:54

rsm**krs

r h^r^i,a,4 inc6rl. f^r ^^

-----oridih.t M6< c a^6---- -From: "Sundar" <sundarBiplt20.com>Sent: Monday, 3 August, 2OO9 L2t3J'r^. lL.mGinlfrn -^mCc: "Akhi1a Kaushik" <akhiLa. kaushikcbcci. tv>Subject: ITT Theatrical rights velsion SR 3 auq 09

Amended and sending a clean version. The rnajor amends have been in the areaof pro-rala increase in case the number of matches go up (as a result ofincrease in franchise - clause 4,4) and added the license fee bid tab-Ie tomake lt easy to lead the bid.

ALh i l, rA,dv l ^ ^^"

suDda!

Subject Theatrical Rights - IPL Season 2010 - 2019Sender Sundar<sundar@iplt20.com>

Recipient rads@iplt20.com < rads@iplt20.com >. lkm< lkm@iplt20.com >

Date 01.11.2009 11:34

sMs*ksS

. Theartrical Tender - 2010 - 2019.pdf (214 KB)

Ail,

Please find attached the ITT for th eatrica I rights for lPLSeasons 2010-2019.

RegardsSundar

INVITATION TO TENDER

FOR

THEATRICAL RIGHTS

FOR

THE INDIAN PREMIER LEAGUESEASON 2O10 onwards

IPL Theatrical ights ITT 2010 onwarcls

CONTENTS

.I. INTRODUCTION

2. INVITATION TO TENDER

3. THEATRICAL OWNER'S RIGHTS/OBLIGATIONS

4. PAYMENTS

5. REQUIREMENTS FOR PREPAMTION AND SUBMISSION OF BIDS

6. AMENDMENT/ADDENDUM

7. REQUIREMENTS OF THE TENDER

8. SUBMISSION OF THE BID

9. SELECTION OF WINNING BIDS

10. GENERAL

11, ACCEPTANCE OF TERMS AND CONDITIONS

12. CONFIDENTIALITY

13. GOVERNING LAW AND DISPUTE RESOLUTION

SCHEDULE 1 - GLOSSARY OF TERMS

SCHEDULE 2 - LETTER OF ELIGIBILITY

SCHEDULE 3 _ AFFIDAVIT

SCHEDULE4-BIDFORM

SCHEDULE 5 - TERMS AND CONDITIONS APPLICABLE TO THEEXPLOITATION OF THE THEATRICAL RIGHTS

SCHEDULE 6 - INDICATIVE FIXTURE SCHEDULE

SCHEDULE 7 - BANK GUARANTEE FORMAT

IPL Theatrical ights ITT 2010 onwards

1.

1.1

INTRODUCTION

The Board of Control for Cricket in India ("BGC|") is a society registered under TheTamil Nadu Societies Registration Act 1975 and has its head office at Cricket Centre,Wankhede Stadium, Mumbai 400 20, India. A separate Sub Committee unit of BCCIhas been set up known as Indian Premier League ("lPL") to establish and overseethe operation of a domestic Twenty2o cricket competition in India and, if appropriate(see below), elsewhere in the world (the "League"). This document constitutes aninvitation to tender to any person who wishes to acquire exclusive Theatrical Rightsin respect of all the matches of the League ("Matches") to be held in Seasons 2010to 201 9 (inclusive). In this document:

'Theatrical Rights" shall mean the right to transmit on a live basis and in full theclean HD Feed as made available by the or on behalf of IPL of the Matches in theLeague to be played in Seasons 2010 and 2019 (inclusive) for exhibition foraudiences in cinema halls, stadia, water borne v€ssels, buses, trains, armed servicesestablishments, hospitals, bars, hotels, restaurants, airports, railway stations,shopping malls, offices, construction sites and oil rigs [, clubs, auditoriums, Spas,Salons, Parlors.......l only and excluding any private dwelling, and the right to selladvertising time during portions of the feed as pre-determined by Licensor, butexcluding for the avoidance of doubt the Television Rights.

"License" shall mean the exclusive, non-transferable right and licence tocommercially exercise the Theatrical Rights; and

"Licensee'shall mean the person who has been awarded the exclusive TheatricalRights as a result of having made a successful Bid.

The Licensee shall have the exclusive, non-transferable right to commercially exploitthe Theatrical Rights (as defined above) in respect of all the Matches of the Leagueto be held in Seasons 2010 to 2019 (inclusive). An example of how the League'sMatches may be co-ordinated is set out in Schedule 6 (although this League Matchschedule is indicative only and is not final).

The League Season will, in respect of the League, last approximately 6 - I weekseach year during March, April and May of 2010 onwards or as decided by IPL fromtime to time. For the avoidance of doubt the Theatrical Rights do not include anyrights to the cricket tournament currently known as the Champions League Twenty20(or any replacement thereof).

The definitions set out in Schedule 1 shall apply to this ITT unless the contextreouires otherwise.

1.2

't.3

1.4

IPL Theatrical ights ITT 2010 onwards

2. INVITATION TO TENDER

2.1. lnvitation

IPL hereby invites tenders from reputed third parties to acquire the Licence for the TheatricalRights in the manner described in this lTT.

2.2. Bid Objectives

As part of the Bid, the Bidders must demonstrate to IPL in detail in writing how they will beable to maximise the exploitiation of the Theatrical Rights.

2.3. Eligibility to Bid

2.3.'l Eligibility criteria

For the purpose of this lTT, any person anywhere in the world (which expression includes,as regards coeorate entities, the Bidder and/or its parent or subsidiary company), whichsatisfy the following requirements (as demonsfated in the Bid to the satisfaction of IPL) as atthe date of this ITT (or such other specific date as is specified in this ITT in relation to anyindividual criteria) are eligible to participate in this tender process and to submit Bids:

a) Bidder must have, itself or through a third party, acress to a minimum of 750 cinemahalls /screens in lndia installed with equipment capable of receiving and exhibitingthe HD Feed as defined in clause (1) (i) Schedule 5. HD hereinafter shall mean to besignals with a minimum resolution ol720 p

b) Bidder must have a minimum Net Worth of INR 10 Crores, "Net Worth" meaning thefree reserves as reflected in the balance sheet of the Bidder as certified by areputable international firm of accountants approved by lPL.

c) Bidder must have, itself or through a third party, the technological capability toeffectively exercise the rights to be granted under this lTT.

d) Bidder must ensure that the Feed is relayed in an encrypted format approved by IPLto prevent unauthorized access to the Feed. Any unauthorized access to the Feedrelayed by Licensee will (without prejudice to IPL'S other rights and remedies) (i)result in forfeiture of any sums paid to IPL by Licensee as at that date, including anyPerformance Deposit (unless replaced by the Bank Guarantee), (ii) entitle IPL tocancel the License with immediate effect and encash the Bank Guarantee, and (iii)result in Licensee being liable for the full value of the contract to be paid, to theextent permissible at law, immediately to lPL.

e) IPL may require the Bidder to demonstrate the Bidders technical prowess to deliverand exhibit live without delay the HD Feed in a safe and secure manner and ofquality which is to the satisfaction of IPL and in this regard IPL's decision shall befinal and binding on all Bidders.

2.3.2 Fit and proper person

Each Bidder must be a fit and proper person and IPL reserves the right to reject any Bidfrom any Bidder which IPL does not believe satisfies this criteria.

IPL Theatrical rights ITT 2010 onwards

2.3.3 Consortium Bids

(a) Consortia, joint ventures (whether incorporated or unincorporated) or jointbidders (each a "Gonsortium") may submit a Bid ('Consortium Bid(s)"),orovided that:

i) the members of the Consortium collectively satisfy the criteria for Biddersset out in this ITT and the Eligibility Letter;

ii) each member of the Consortium is jointly and severally liable for the acts ofeach other member in relation to its Consortium Bid(s); and

iii) The Consortium fully describes the relevant terms of its Consortiumarrangement in its Consortium Bid.

(b) Each member of any Consortium may also submit a separate Bid on its ownbehalf. For the avoidance of doubt, IPL reserves the right, if it determines itappropriate in the circumstances, to enter into direct anangements withindividual members of any Consortium.

(c) lf a Bidder has entered into an agreement for a joint venture (whetherincorporated or yet to be incorporated), which shall be the Licensee orotherwise be entitled to all or part of the Theatrical Rights whether as alicensee, marketing agency or in any other capacity, the Bidder is required todisclose in the Bid all material details of the joint venture agreement.

Guarantees

Depending upon the financial standing of any Bidder, IPL reserves the right (at itssole and absolute discretion) for a parent company or other such company offinancial standing satisfactory to IPL to guarantee the obligations of the Licenseepursuant to the Theatrical Rights Agreement (as defined below). In the case of aConsortium Bid, each member of the Consortium will be obliged to guarantee theobligations of the Licensee in the Theatrical Rights Agreement. The failure tosupply such a guarantee will entitle IPL (in its sole and absolute discretion) toterminate the Licence/ Theatrical Rights Agreement.

Bid Rejection

Any Bid submitted by an entity which fails to satisfy the eligibility requirements set outin this ITT may be accepted or rejected by IPL in its absolute discretion. IPL shall notadvise a Bidder whether it is qualified or not. The Bidder must submit its Bid inaccordance with the process specified in this lfi and enable IPL to then evaluate itsBid.

Potential bidders should also be aware that any Bid submitted by any personthat is currently in default of any contJactual obligation or undertaking owed tothe BCCI (including, without limitation, any payment oblagation) or which isotherwise connected with any person (including by way of being a subsidiaryundertaking or a parent company or part of a group of companies undercommon ownership and/or control) that is currently in default of anycontractual obligation or undertaking owed to the BGCI (including, withoutlimitation, any payment obligation) may be rejected by IPL in its absolutediscretion notwithstanding that such person otherwise fulfils the eligibilitycriteria set out in this lTT.

2.4

2.3.4

IPL Theatrical rights ITT 2010 onwards

3.

3.1

LICENSEE RIGHTS/ OBLIGATIONS

Overview

This ITT constitutes an invitation to persons to tender for the right and obligation tocommercially exploit th6 Theatrical Rights. Such Theatrical Rights shall be subject to theterms and conditions as contained in a Theatrical Rights Agreement to be entered into by IPLand the Licensee whose Bid is accepted by lPL. The Licensee will have the right to receivecertain revenues relating to his exploitation of the Theatrical Rights as detailed below.

3.2 The Licence

The Licensee will have the exclusive right and obligation to exploit the Theatrical Rightsrelating to the League. The Licensee shall, subject to the ongoing requirement to comply withthe Theatrical Rights Agreement at all times, be entitled to exploit the Licence for thedevelopment of local commercial arrangements with sponsors and suppliers (as summarisedin Section 3.3 below) although the attention of Bidders is drawn to the fact that all rights whichare not expressly granted to the Licensee under the Theatrical Rights Agreement shall bereserved to IPL to freely exploit in its discretion itself or through third parties.

Theatrical Rights

3.3.1 The Theatrical Rights are as set out at clause 1.1 above. Forthe avoidance of doubt:

(i) The Licensee shall not be oermitted to exhibit a Match in cinemas halls in thecity in which that Match is beinq held: any violation of this provision will constitute amaterial breach of the Theatrical Rights Agreement. Please factor this for all theMatches in your calculations.

(ii) the Theatrical Rights do not include the right to transmit the HD Feed ofMatches on a delayed basis, it being acknowledged that IPL shall not itself or via athird party exhibit the HD Feed of the full Matches on a delayed basis in venuesreserved for exploitation of Theatrical Rights until the final match of the relevant IPLSeason.

3.3.2 In the event of any dispute as to whether premises fall within the definition of theTheatrical Rights, IPL'S decision (in its sole and absolute discretion) shall be final.

3.3.3 Licensee shall not use any signal ofthe Matches from any source other than the Feedmade available by IPL or under authority of IPL for the purpose of exploitation of theTheatrical Rights. Without limitation, Licensee shall not make use of any broadcastsignal, which is intended for general television viewing on an official |Pl-authorizedbroadcaster network.

3.3.4 The Licensee shall not have the right to edit, manipulate, alter, dub, subtitle orrepackage the HD Feed except to conform to local censorship regulations

3.3.5 Advertising rights to the Licensee

For the avoidance of debate, the Licensee shall only be allowed to incorporateadvertising, commercial graphics and images in its exhibitions of the Matches in breaksbetween over's, strategy breaks, at fall of wickets and between innings for the purposeof exhibitions via the Theatrical Rights. However the Licensee shall not be entitled to

IPL Theatical ights ITT 2010 onwards

intersperse provided in all cases such advertisements or commercial messages are inaccordance with the IPL advertising guidelines.

3.3.6 Access to the Feed

The terms applicable to access to the Feed are set out in Schedule 5 clause 1. In

addition, if the IPL is making the clean Feed available at an unlinking station foranother media partner. Licensee shall be entitled to access the clean Feed at suchunlinking station free of charge so that the Licensee can insert advertisements in suchFeed for exhibition in accordance with clause 3.3.5 above, it being acknowledged thatLicensee shall be responsible for any set up costrs associated with the insertion ofadvertisements in the Feed

3.3.7 Excluded Rights

(a) For the avoidance of doubt, all rights not expressly included within the definitionof "Theatrical Rights" are excluded from this ITT and reserved to lPL, includingwithout limitation the Television Rights, Internet Rights, Mobile Rights, FixedMedia Rights and InflighUOn-board Rights and any and all other forms of mediaor means of distribution or delivery now existing or created or discovered in thefuture ("Excluded Rights"), and IPL shall be free to exploit such Excluded Rightsitself or via third parties.

(b) Without limitation, each Bidder expressly acknowledges and accepts that theTelevision Rights licensed by IPL woddwide include the right to maketransmissions to an audience (paying or non-paying) at armed servicesestablishments, hospitals, bars, hotels, restiaurants, offices, airports, railwaystations, shopping malls, construction sites and oil rigs but only as a simulcastof the television licensee's transmissions bv the other means of TelevisionDelivery, and as part of the television licensee's regular operations, and not asa one-off event.

3.4 Term

The Theatrical Rights to be exploited by the Licensee pursuant to this ITT are only for theMatches in the 2010 to 2019 Seasons (inclusive) of the Leagus (the "Term").

3.5 Territory/Exclusivity

The "Territory' means all countries worldwide, and the Theatrical Rights shall begranted exclusively to the Licensee throughout the Territory.

3.6 Theatrical Rights Agreement

3.6.1 The form of a Theatrical Rights Agreement, which shall be sent to the recipients of thisITT in due @urse, and in any event prior to the deadline for submission of Bids, setsout further details in relation to the operation of the Licence including the Licensee'sobligations in respect thereof. The Bidder shall be required to submit the form ofTheatrical Rights Agreement with its Bid signed and unaltered in any way, save for theinclusion of its name, address and the Licence Fee. Any other alterations to the form ofTheatrical Rights Agreement as issued by IPL shall entitle lPL, in its discretion, todisqualify the Bidde/s Bid.

IPL Theatrical ights ITT 2010 onwads

3.6.2 Without limitation, the terms and conditions set out in Schedule 5 hereto shall apply tothe Licence of the Theatrical Rights and shall be set out in the Theatrical RightsAgreement.

4, LICENSEE PAYMENTS

4.1 The Bidder must state in its Bid the monetary fee that it offers to pay to IPL inconsideration for the Theatrical Rights (the "License Fee").

The License Fee shall be stated in US Dollars, unless otherwise notified by lPL. TheLicence Fee shall be paid in US dollars unless the Licensee is an Indian entity in whichcase (and as required by law) such sums shall be paid in Indian Rupees (converted atthe TT selling exchange rate published by The State Bank of India at the time paymentis required to be made). All such sums shall be paid together with any service taxwhich may be chargeable thereon and without any set-offs, deductions, withholdings,taxes or bank charges (including without limitation, withholding taxes)of any kind. Tothe extent the Bidder is required by law to deduct or withhold any taxes on amountspayable to the lPL, when making such payments the Bidder shall simultaneously payto the IPL such additional amount as is necessary to ensure that the net amountreceived by the IPL (free to any liability in respect of such deduction or withholding) isequal to the full amount that the Bidder would have received had no such deduction orwithholding been required.

4.2 Left out Intentionally

4.3 Any failure by a Licensee to pay any of the above-mentioned sums on the due date forpayment will be a material breach of and entitle IPL to terminate the Theatrical RightsAgreement immediately

4.4 Additional Franchises and Rights Fee Adjustments

4.4.1 Licensee acknowledges and agrees that IPL shall be entitled to amend the format ofthe League from time to time in its absolute discfetion.

4.4.2 Licensee acknowledges and agrees that the number of Franchises in the League maybe increased from an initial eight, as at the date of this Agreement, to accommodateadditional Franchises during the Term. With the addition of each new Franchise, theaggregate total number of Matches in each Season will increase and Licensee shallpay additional amounts by way of an incremental increase in the total amount of theLicense Fee to reflect the increased number of Matches with the addition of each newFranchise. Accordingly, the table below sets out, by way of illustration only, theincremental increase in Matches (Column B) with the addition of each new Franchise(Column A) and the incremental increase in License Fee (Column C) that Licenseeshall pay IPL for such additional Matches resulting from the addition of the first twonew Franchisees:

AdditionalFranchises(column A)

Incrementalincrease in numberof Matches (column

B)

lncremental increase inLicense Fee for each

Season for the remainderof the Rights Period

(column C)9' Franchise 16 Dro ral€l Increase10* Franchise 18 Dro rala Increase

IPL Theatrbal rights ITT 2010 onwards

4.4.2 lhe increase in the License Fee above shall be calculated as follows:

Original License Fee for the relevant Season + (DMDED by) 59 (being the originalnumber of Matches) x (MULTIPLIED BY) the number of additional Matches above 59 =the incremental increase in License Fee for that Season

4.4.3 Any incremental increase in License Fee shall be paid by Licensee to Licensor 30 daysbefore the start of the first Match of each Season to which the incremental increase inLicense Fee applies unless otherwise agreed in writing by Licensor. For theavoidance of doubt, the Bank Guarantees to be provided shall be in the amountof such increased License Fee.

4.4.4 Licensee further acknowledges that the number of Franchises may be reduced fromthe initial eight as at the date of this Agreement. With any reduction in the numberFranchises, the aggregate total number of Matches in each Season will decrease andLicensee has agreed with Licensor that the tdtal amount of the License Fee shall inthose circumsknces be reduced to reflect the reduced number of Matches with thedecrease in the number of Franchises. The formula to be used to calculate the amountof such reduction in the License Fee shall exactly mirror the formula to calculate anyincrease in the License Fee.

5. REQUIREMENTS FOR PREPARATION AND SUBMISSION OF BIDS

5.1 Furtherlnformation

Bidders shall remain responsible for obtaining all further information necessary orexpedient for th6 purpose of submitting their respective Bids, and will be deemed tohave done so before submitting any Bid. Information may be sought up to 6rh

November 2009 and thereafter any further queries will be responded to at IPL'S solediscretion. No irrelevant query will be entertained and the decisions of IPL in thisregard shall be final. No Bidder shall, in the process of seeking clarifications, enter intoany contractual negotiations. Further, no Bidder shall, in the process of seekingclarifications, submit a request for information relating to any internal processesfollowed by lPL.

Requests from Bidders for clarification and/or further information relating to this ITTmust be addressed to IPL and marked for the attention of Mr. Sundar Raman andreceived by IPL by way of electronic mail (e-mail) sent to sundar(diolt2o.com with acopy to lkmrdiplt20.com.

Save as specified herein, Bids and other supporting papers that may be furnished shalland will become the property of IPL upon their delivery and IPL will not be obliged toretum them. However all information and documents that are furnished to IPL will betreated as strictly confidential and shall not, unless required in accordance with law, bedisclosed to any other party.

5.2 No Conditionality

Bidders shall not make any of their Bids subject to any form of conditionality orlimitation including, without limitation, the identity ol or particular arrangements beingput in place with, any other third party. Any such conditional Bids may summarilydisqualified by the IPL in its discretion.

IPL Theatrical rights ITT 2010 onwards

5.3 Bid Costs

Each Bidder is solely responsible for all costs, expenses and liabilities incurred by it inthe preparation and submission of its Bid(s) and any responses to requests for furtherinformation by lPL.

AMENDMENT/ADDENDUM

The information set out in this ITT is in summary form and does not purport to containcomplete descriptions of the terms of the Theatrical Rights or the terms and conditionsaffecting the exercise of the same, all of which may be subject to change andamended by IPL in its discretion. This ITT does not contain any representation uponwhich any Bidder is entitled to rely at any point in time in order to bring any claim,action or proceedings against BCCI, IPL or any other third party (whether formisrepresentation or otherwise).

At any time prior to the last date for submission of the Bids, IPL may, either for anysupervening factors and/or events or in response to a bona fide request for furtherinformation (including clarification) by a Bidder, modify, add, withdraw or alter theterms of the invitation andi or the conditions of this ITT by issuing an Addendum(s) orotherwise, without any obligation to provide reasons.

The amendment(s)/addendum(s), if any, will be notified in writing to the Bidders atleast 24 hours prior to the last date for the submission of Bids. Suchaddendum(s)/amendment(s) will form part of this ITT and will be binding.

REQUIREMENTS OF THE TENDER

Performance Deposit and Bank Guarantee

(a) Each Bidder must at least 48 hours before the submission of any Bid pay to IPLa single performance deposit (the "Performance Deposit") in the amount ofUS$ 2.0 Million dollars (payable in Indian Rupees using an exchange rate of 1

US $ to lNR50 ). The Performance Deposit shall be deposited by way of abankers draft issued by a bank of international repute drawn in favour of IndianPremier League.

(b) IPL hereby inevocably states that it shall return the Performanc€ Deposit tounsuccessful Bidders within 5 business days of the unconditional award of theLicence.

Any Bidder which fails to comply with the above-mentioned requirement to paythe Performance Deposit may be disqualified from bidding by IPL in its absolutediscretion.

Each Bidder irrevocably and unconditionally agrees to provide IPL (including itssucc€ssors and assignees) with irrevocable rolling bank guarantees from areputable bank acceptable to IPL and in the form set out in Schedule 7 or suchother form as is pre-approved by IPL in respect of the successfulBidder's/Licensee's obligation to pay the License Fee to IPL upon such termsand conditions as IPL may in its absolute discretion require, with the followingyear's License Fee being bank guaranteed at all times (the "Bank Guarantee").The successful Bidder must deliver the first such bank guarantees in respect of

6.

6.1

o-z

7.

7.1

(c)

(d)

IPL Theatical rights ITT 2010 onwards

the first year's License Fee within 10 days of execution of the Theatrical RightsAgreement. Thereafter, each year the bank guarantee for the following yeaasLicense Fee must be in place by 31"r January.

(e) The Performance Deposit will be returned to the successful Bidder/Licenseeupon satisfactory receipt of the first Bank Guarantee in accordance with clause7.1(d) above.

(0 Failure by the successful Bidderilicensee to provide such Bank Guaranteeshall entitle IPL to withdraw the award of the License/Theatrical Rights and/orto terminate the Theatrical Rights Agreement with no liability to the successfulBidder/Licensee, and thereafler sell the Theatrical Rights to a third party in itsabsolute discretion.

7.2 Tender Documents

Each Bidder shall at the time of submission of the Bid submit the followingdocuments:

(a) an Eligibility Letter together with any supporting documents required to beprovided as per Schedule 2 of this ITT;

(b) an Afiidavit which is to be attested/notarized on Rs.l00 stamp paper as perSchedule 3 of this ITT;

(c) a duly completed Licence Bid Form (in the form set out at Schedule 4) whichshould include full details of the Bidde/s proposed exploitation of the TheatricalRights;

(d) A Theatrical Rights Agreement signed by a duly authorised representative ofthe Bidder included in the Bidde/s Licence Bid Form. In such Theatrical RightsAgreement, the Bidders shall complete the following details:

i) the full name and address of the Bidder at the start of such agreement;

ii) the total amount of the Licence Fee included as part of the relevant Bid; and

(e) Evidence satisfactory to IPL that the Bid has been signed by a duly authorisedrepresentative of the Bidder.

8 SUBMISSION OF THE BID

8.1 . Only the persons who comply with the eligibility requirements set out in Section 2above are entitled to participate in this tender process and to submit a Bid. Any Bidsubmitted by any person who is not eligible as per the requirements of the above-mentioned eligibility section may be rejected by IPL in its absolute discretion.

8.2. The Bidders shall deliver to IPL the original of the Tender Documents (set out in clause7.2 above duly filled in and signed and sealed along with all supporting documents andpapers with three exact and legible copies thereof and documents evidencing paymentof the Performance Deposit as provided in Section 7 above.

The Tender Documents in sealed covers, as above, shall be delivered by hand inperson by an authorised representative of the Bidder to IPL by llam on 12th ofNovember, 2009 at Mandarin Oriental Hotel, Soi Oriental, Bang Rak, Bangkok 10500,

IPL Theatrical dghts ITT 2010 onwards

Thailand. Please note that Bids sent by email or fax will not be accepted. No tender intorn condition or in unsealed covers will be accepted. All documents must be deliveredat the same time and no further documents will be accepted past the above-mentionedtime and date unless otherwise decided by IPL (in its discretion) in the case ofexceptional circumstances. The Eligibility Letter and Affidavit should be enclosed inone envelope clearly labelled "Envelope A - Eligibility Letter and Affidavit".

The Licence Bid Form, the Theatrical Rights Agreement and the supporting documentsreferred to in paragraph (e) above should be enclosed in a separate envelope cleadylabelled 'Envelope B -Licence Bid Form together with supporting documents)".

8.3. The outer envelope containing the Tender Documents must be sealed and marked asfollows:

Invitation to Tender - Indian Premier League Theatrical Rights

Attn of: Mr. Lalit Modi Chairman and Commissioner, lPL.

There should be nothing on the outside of the envelope containing the Tender Documentswhich identifies or indicates the identity of the Bidder.

9. SELECTION OF WINNING BIDS

9.1 Each Bidder must, as part of its Bid, speci! the following information by the completionof a document in the form set out in Schedule 4 (the "Licence Bid Form"):

(a) The Licence Fee that it is offering to pay for the exclusive Theatrical Rights inrespect of all the Matches of the League in Seasons 2010 to 2019 (inclusive)Year wise. The attention of Bidderc is drawn to the fact that the proposedLicence Fee included in the Bid shall be a minimum of US$ 2.0 Million(Two Million US dollars) Per Year and any Bid which includes a LicenceFee lower than said aum will be summarily rejected;

(b) Full details of its plans and proposals for the commercial exploitation of theTheatrical Rights.

9.2 IPL strongly recommends that an authorised signatory from each Bidder shall beavailable in Bangkok on 12'n November 2009 at 11 am to provide any clarifications asmay be necessary arising from their Bid, such clarifications to include possible re-Bidsas contemplated below. lf any Bidder is unable to ensure that such an authorisedrepresentative is so available then it should inform IPL in a timely fashion of contactdetails for a person who will be authorised to submit re-Bids in the event of tied Bids(see Section 9.3 below). The failure of a Bidder to be so available will result in suchBidder failing to be able to submit such a re-Bid and in such circumstances suchBidder will be liable to be rejected.

9.3 An exclusive Licence for the commercial exploitation of the Theatrical Rights in respectof all the Matches of the League to be held in Season 2010 - 2019 will be awarded bythe IPL in its sole and absolute discretion. For the avoidance of doubt. the IPL is notobliged to accept the highest monetary ofier.

9.4 In the event of the Licence Fee included in a successful Bid being increased as aresult of a re-bid then the relevant Bidder will immediately be required to endorse anamendment to the relevant signed Theatrical Rights Agreement to reflect suchincreased Licence Fee. Failure to comply with this requirement may (in IPL's

IPL Theatrical ights ITT 2010 onwards

discretion) result in the Licence being awarded to another Bidder and thePerformance Deposit of the first-mentioned Bidder being forfeited-

9.5 The successful Bidder who is awarded the Licence must pay the Licence Fee for eachyear in the following instalments :

. 30 days prior to the first Match in the League each Year - 50% of the LicenseFee for the Year.

. 90 days Post Last Match of the League each Year - Balance 50% of theLicense Fee for that year.

9.6 By submitting a Bid, each Bidder irrevocably agrees to the above-mentioned processfor the selection of winning Bids for a Licence.

9.7 The Bids will be opened and awarded in Bangkok on the 12'n of Nov 2009.

10. GENERAL

10.1 No warranty or representation (express or implied) as to the reliability, completeness oraccuracy of the information in this document or any other information at any time madeavailable to the Bidder is given by IPL or any other person. Accordingly, each Bidderand recipient of this ITT shall be responsible for verifying the accuracy of allinformation contained in this lfi and for making all nec€ssary enquiries prior to thesubmission of its Bid. Neither IPL nor BCCI nor any of its/their associates, agents,employees or representatives will be liable for any claims, loss or damages suffered byany Bidder, prospective Bidder or other recipient of this ITT as a result of reliance onany information contained in either document or otheruise.

10.2 In furnishing this invitation, IPL does not undertake or agree to or acknowledge anyobligation to provide to the Bidder any additional information or any roving queries or toupdate this ITT or to correct any inaccuracies in it which may become apparent.

10.3 Neither the issue of this ITT nor any part of its content is to be taken as any form ofcommitment or acknowledgment on the part of IPL to proceed with any Bid or anyBidder and IPL reserves the unfettered right to annul, terminate or reject any Tender orto vary or terminate the tendering procedure at any time or stage without giving anyreasons.

10.4 IPL reserves the unfettered right and absolute discretion at any time and without anyliability whatsoever to any Bidder:

(i) To cancel the entire tendering process at any stage prior to the execution byBCCI/IPL of a binding Theatrical Rights Agreement without giving any reasons;or

(ii) To amend, vary, waive and/or modify any or all of the terms and conditions ofthis ITT (including the Theatrical Rights Agreement) without any reason or priornotice whatsoever being provided to any Bidder.

10.5 IPL shall not, in any circumstan@s whatsoever be responsible or liable in any manneror mode by whatever name called or described for any costs, losses or expenses ofany kind whatsoever incurred or suffered in connection with or as a consequence ofthe preparation or delivery of any Bid, or compliance with any of the requirements ofthe this ITT by any Bidder.

lPL Theatrical rights ITT 2010 onwards

10.6 Any concealment of material fact by or on behalf of any Bidder shall lead todisoualification of the Bidder.

1O.7 The grant of any Licence shall be conditional upon the Bidder entering into a bindingTheatrical Rights Agreement (togethor with any agreements to be entered into by theLicensee as contemplated by the Theatrical Rights Agreement) and not otheMise.

10.8 No Bidder (or any person in any way connected with or acting on behalf of a Bidder)shall take any action which is intended or likely to influence the award of the Licenceand any such action shall result in the immediate disqualification of the relevant Bid.

11, ACCEPTANCEOFTERMSANDCONDITIONS

11.1 Each Bidder irrevocably and unconditionally accepts and agrees that by submitting aBid:

(a) lt agrees to be bound by the terms, conditions and obligations set out in thisITT and in the Theatrical Rights Agreement when executed;

(b) it has read and understood, and agrees and accepts, the provisions andprocedures, and terms and conditions (including the outcome) of this ITT; and

(c) waives its entitlement to seek injunctive or equitable relief in respect of this lTT,this tender orocess and the subiect matter of this ITT

12, CONFIDENTIALIW

12.1 All information of whatever nature and in whatever format contained within any Bidand/or any response or clarification (whether oral or written) provided by IPL to anyBidder during the bidding process, (the Confidential Information) is and shall be keptstrictly confidential by the Bidder.

12.2 Accordingly, in mnsideration of IPL allowing that Bidder to participate in the biddingprocess for a Licence, each Bidder accepts that, by submitting any Bid(s), it isagreeing:

(a) to keep all Confidential Information private and confidential and to use any andall Confidential Information solely in order to consider and/or to make a Bid, inorder to seek to obtain a Licence and in order to take part in discussions withIPL as part of the bidding process; and

(b) Not to disclose, distribute or reveal any Confidential Information to any personother than to those persons who are required to receive and consider the samefor the purpose of formulating the relevant Bid(s) and/or their professionaladvisers under conditions of confidentiality.

12.3 Confidential Information shall have the meaning ascribed to it in Paragraph 2 of theEligibilig Letter.

13. GOVERNING LAWAND DISPUTE RESOLUTION

13.1 This ITT shall be governed by, and construed in accordance with Indian law.

13.2 lf any dispute arises under this document which cannot otherwise be amicablyresolved between the parties, such dispute shall be submitted to arbitration and

IPL Theatical rights ITT 2010 onwards

conclusively resolved by a single arbitrator appointed by mutual consent. lf the partiesare unable to agree upon the identity of the arbitrator then he shall be appointed byThe President of the Mumbai Bar Association. Both parties shall share equally thecosts, fees and other expenses of the single arbitrator appointed by them inaccordance with The Arbitration and Conciliation Act, 1996, or any statutorymodification or re-enactment then in effect.

13.3 The venue for arbitration shall be Mumbai and the arbitration shall be conducted in theEnglish language.

13.4 The decision of the arbitrator shall be in writing, and shall be final and binding upon theparties. Each party shall bear its own lawyers' fees and charges and shall pay one halfof the costs and expenses of such arbitration, subject always to the final award of thearbitrator as to costs.

13.5 Each of the parties hereby acknowledges and agrees that its failure to participate inarbitration proceedings in any respect, or, to mmply with any request, order ordirection of the arbitrator, shall not preclude the arbitrator proceeding with sucharbitration and/or making a valid final award.

13.6 BCCI andior IPL (but not any Bidder) shall have the right to bring an action seekinginjunctive or other equitable relief before the Courts of Mumbai if it reasonably believesthat damages may not an adequate remedy for any breach by any Bidder of the termsof this lTT.

IPL Theatrica! ights ITT 2010 onwards

SCHEDULE r (rTT)GLOSSARY OF TERMS

The following terms shall have the meanings ascribed to them in this lTT. Words andexpressions which are defined within this ITT shall have such meaning when used in this lTT.

BCCI means The Board of Control for Cricket in India.

Bid means a written offer to acquire an exclusive Licence to commercially exploit theTheatrical Rights during the Term, and which is submitted to IPL subject to, and in accordancewith. the terms and conditions of this lTT.

Bidder means any person who submits a Bid or Bids to IPL in response to this lTT.

Bid Process means the procedure described in Section L

Brand Guidelines means those regulations, restrictions and limitations issued from time totime by, or on behalf of, IPL relating to the use and reproduction of the official titles, trademarks and logos of the lPL, any Match, any IPL team, and such other persons as may bespecified by lPL.

Broadcaster Guidelines means those regulations, restrictions and limitations issued fromtime to time by, or on behalf of, IPL relating to production, distribution and transmission of anyMatch (in full or in part) (including the imposition of any on-screen graphics, adverts orcommercial or sponsored features) and/or the marketing, promotion or advertising of anyMatch, Player Auction to the extent only that such regulations, restrictions and limitations donot conflict with the terms of this Agreement or adversely affect the value of the rights grantedto Licensee hereunder, or the ability of Licensee to fully exploit such rights to any materialextent and/or the use of any imagery, representation or likeness of any player, manager,coach or official of any Team.

Broadcast Sponsorship Opportunities means any sponsorhip, promotional or otheropportunities available to any person to associate itself (including by way of any verbal, textualor graphic form) (directly or indirectly) with any transmission, delivery or exhibition of anyMatch (or any part thereof, and including any trailers or promos in respect of same) or madeor provided pursuant to this Agreement, including any on-screen identification (including anyvisual, verbal or musical identification), billboards, breakbumpers, on-air messages such assqueezebacks, tickers, split screens, pop-ups or otherwise and Broadcast Sponsor shall beconstrued accordingly.

Business day means any day (excluding Saturdays and Sundays) on which banks in Mumbaiare generally open for business.

Competitor means any person whose business involves the provision of services or the sale,manufacture or distribution of goods which fall within the same category of goods or servicesas those provided, sold, manufactured or distributed by (as relevant) the Title Sponsor orOfficial Soonsor.

Eligibility Letter or Letter of Eligibility means the letter to be submitted by each Bidder inthe format provided in Schedule 2 of thls lTT.

IPL Theatrical rights ITT 2010 onwards

Fixed Media Rights means all rights to exhibit, exploit and/or distribute the Matches bymeans of any magnetic, electronic or digital storage devices including, without limitation,DVDS, HDVD, VHS cassettes, CD-Roms, datacards, PSPs and laser discs.

Graphics Package means any graphics (including statistical information and commercialidentifications) inserted into the Feed by or on behalf of Licensee or (as the case may be)Licensor.

HD Feed means the live and continuous moving image video signal of a standard andspecification consistent with the presently accepted standard and specification of internationalbroadcasts of international cricket matches of each Match (including any opening or closingceremony) in 16:9 aspect ratio with minimum resolution of 72Op, incorporating slow motionreplays, titles and any graphics selected by, or on behalf of, Licensor, with internationalcommentary in English and in other regional languages at the request of Licensee, and withintegrated international ambient sound and audio on a separate track;

InflighUOn-board Rights means all rights to transmit, deliver and/or exhibit, by means of anymedia whatsoever, the Matches for reception andior exhibition by means of any in-flight or on-board entertainment system aboard any aircraft, ship, train or other form of transportanywhere in the world.

Intellectual Property means all copyright and other intellectual property rights howsoeverarising and in whatever media used or reproduced (whether such media is now known orhereafter devised), whether or not such rights are registered or capable of registration,including copyright, trade marks, service marks, trade names, registered designs, domainnames and any applications for the protection or registration of such rights and all renewalsand extensions thereof throughout the world.

Internet means the system making use of the TCP/IP software protocols known as theintemet or the worldwide web whatever the communications links may be which connects theuser (including by way of fixed, mobile, DSL, ISDN, UMTS WiMax or other broadband links)including any developments in such protocols or any other protocols which may be developedwhich give equivalent, reduced or enhanced functionality compared with such protocols.

lnternet Delivery means the delivery or provision of access to audio and/or visual material forreception and viewing in an intelligible form using the Internet by means of a website which isaccessible by the general public within the Territory via a URL and lP address (on a VOD orlinear basis), including any similar, related or derivative technology now known or devised orinvented in the future.

lnternet Rights means the right to transmit, broadcast, deliver and/or exhibit in full or in partthe Matches in the Territory and throughout the Term, by means of Internet Delivery forreception and exhibition in the Tenitory on Television Sets.

ITT means this Invitation to Tender document together with all Schedules which form part of it.

Licensee means the successful Bidder which is awarded the grant of the Theatrical Rights.

Live Feed Insertions means the insertion of statistics, features and non-commercialidentifications (including scrolls, pop ups and other forms of promotional and informativeinsertion) in the live Feed by or on behalf of Licensor.

IPL Theatrical ights ITT 2010 onwards

Matches means the number of twenty overs per side cricket matches forming part of andcomprising each of the IPL Season 2010 onwards, including any opening and closingceremonies, this being a minimum of 59 in each Season starting 2010.

Mobile Broadcast Technology means each wireless standard or technology for thebroadcast of audiovisual images to Mobile Devices including DVB-H, DAB, DMB-T, DMB-S,ISDB-T and Qualcomm's MediaFlo technology and similar, related or derivative standards ortechnologies devised or invented in the future.

Mobile Communicationa Technology means any mobile wireless communicationstechnologies with radio frequency spectrum in any band to enable or facilitate the delivery of,amongst other things, audiovisual content to Mobile Devices for reception and viewing inintelligible form including, General Packet Radio Services (GPRS), Global System for MobileCommunications (GSM), Universal Mobile Telecommunications System (UMTS) and anysimilar, related or derivative technology now known or devised or invented in the future.

Mobile Delivery means the delivery or provision of access to audio and/or visual materialand/or audio-visual material for reception and viewing in an intelligible form by means ofMobile Broadcast Technology and/or Mobile Communications Technology.

Mobile Device means any handheld portable personal device (whether now known orhereafter developed) which is primarily designed or adapted to be capable of being used whilein motion and which when connected to a mobile communications network uses MobileCommunications Technology in order to send and receive voice and data (including withoutlimitation audio and audiovisual content).

Mobile Rights means the right to deliver or provide access to the Matches in the Territoryduring the Term, for reception and viewing in an intelligible form on a Mobile Device where thecommunication link(s) used in such delivery comprises, at least in part, MobileCommunications Technology and/or Mobile Broadcast Technology.

Official Sponsors means any person to which IPL grants any marketing or other associationrights in relation to any Match or the lPL, including without limitation the umpire sponsor andofficial suppliers of the League appointed by IPL at anytime, but excluding the Title Sponsor.

Person means any company, firm, partnership, unincorporated association and any otherentity of any kind whatsoever.

Season shall mean the period of time in each year during which the League shall take place.

Television Delivery means the delivery of audiovisual material for reception and viewing inan intelligible form by means of satellite/DTH television, cable television, closed loop lPry,analogue and digital terrestrial television and any similar, related or derivative technology nowknown or devised or invented in the future (and in each case including without limitation bymeans of Video-On-Demand, Pay-Per-View and including any recording via DVR and PVR);

Television Rights means the right to transmit, broadcast, deliver andior exhibit the Matchesin full or in part in the Tenitory and during the Term, by means of Television Delivery forreception and exhibition in the Territory on Television Sets;

Television Set means any television set, personal computer or laptop, or similar fixed orportable monitor, and including any television receiver, whether handheld or installed in avehicle, which does not have, and operates and functions independently of any device with,any built-in telephony or other two-way communications capability;

IPL Theatrical rights ITT 2010 onwards

Thealrical Rights Agreement means the wriften agreement to be entered into between IPLand the successful Bidders in the form supplied to recipients of this ITT (including the form ofany agreements or other documents attached or to be attached thereto and as the same maybe amended by IPL).

Title Sponsor means the title sponsor of the lPL, namely DLF or any replacement thereof.

Venue means, in respect of a Match, the stadium, ground or place at which such Match is tobe played or staged in so far as these are owned and/or controlled by lPL, always to theextent that such areas are within the control of IPL (including, but not limited to, the pitchwhere play takes place, the areas surrounding the pitch, the stands, passageways, walkways,staircases, lifts, bars, toilets, boxes, gantries, walls, windows, seats, boundaries, floodlights,media facilities, electronic scoreboards and replay screens, roofs, shops, car parks and otherareas in and around the stadium grounds or places and airspace above these static or movingobjects outside such stadium, ground or place; any security perimeter established by, or onbehalf of, IPL and other land forming part of such stadium, ground or place); and any otherareas notified in writing to Licensee by lPL, and 'Venues' shall be construed acmrdingly.

IPL Theatrical ights ITT 2010 onwards

SCHEDULE 2 (ITT)

LETTER OF ELIGIBILITY

Fo be typed on Biddeds Letterheadl

Indian Premier LeagueCricket CentreWankhede StadiumMarine LinesMumbai 400020lndia

For the attention: Mr. Lalit K Modi / Mr. Sundar Raman

I I200t1

Dear Sirs,

INVITATION TO TENDER _ THEATRICAL RIGHTS TENDER - SUBMISSION OFELIGIBILITY

We, [name]l, acknowledge receipt of the Invitation to Tender dated ldatel ('lTT") and fullyunderstand and accept the terms, conditions and procedures set out therein. In accordancewith the requirements of the lTT, we hereby submit an inevocable and unconditional offer toacquire an exclusive Licence to commercially exploit the Theatrical Rights included in theLicence Bid Form submitted with said offer (the "Bid").

We confirm that:

r We accept the terms, conditions and requirements without any reservations oramendments contained in the ITT;

. As part of this Bid we have enclosed a signed Theatrical Rights Agreement, which isunaltered from the fonn provided by the IPL (save for the inclusion of our name,address and the Licence Fee) and we hereby irrevocably and unconditionally acceptthe terms and conditions set out in each such Theatrical Rights Agreement and agreeto be bound by the same.

. No element of this Bid is conditional upon any event, fact or circumstance other thanthe acceptance by IPL of the offer contained in this Bid.

Capitalised expressions used in this Bid shall have the same meaning ascribed to them in theITT unless otheruise exoresslv defined in this Bid.

I. INFORMATION RELATING TO BID EVALUATION

Please find enclosed with this Bid full details and supporting documents (where applicable) inrespect of the following:

' Please provide the full name ofthe Bidder. In case ofa Consortium Bid, provide full name ofeach member ofthe consortium.

IPL Theatrical rights ITT 2010 onwards

1.1 Corporate Structure of the Bidder 2

(a) Incorporation Date, Registered Office and Registered Number of the Bidder;(b) Details of all shareholders in the Bidder;(c) lf the Bidder forms part of a group of mmpanies, an organisation chart of such

group including details of those persons who are the ultimate controllers of theBidder:

(d) Details of the Directors and senior management who will be responsible for theLicensee's activities:

(e) Certified true copies of all constitutional documents relating to the Bidderincluding certificate of incorporation, memorandum and articles of association(or other equivalent constitutional docum6nts) or partnership deed.

Details of Performance Deposit

We have submitted to IPL the requisite Performance Deposit as per Section 7.1 of thelTT, the details of which are provided below:

Name of Bank:Number and Date of the Bank DraftAmount:

Terms of Consortium Arrangements, if applicable

Where the Bid is submitted by a Consortium the relevant terms of the Consortiumarrangement must be provided herein.

CONFIDENTIALITY

'Confidential Information" means all information in whatever form (including, withoutlimitation, written, oral, visual or electronic) relating directly or indirectly to the contentof the discussions between IPL and the Bidder relating to this Bid and/or the fact that.the parties are discussing this Bid and the status of those discussions and/or theexistence, nature and terms of this Bid, or any subsequent discussions, agreements orarrangement relating thereto, and all information (whether of a technical nature orotherwise) relating to the business or affairs of IPL and BCCI (and/or its/theircommercial partners, or associated or subsidiary entities) as may be communicated tous during the tender process and any subsequent discussions which take placebetween IPL and us.

We agree to keep confidential, and shall not disclose to any person (including, withoutlimitation, the press and media), any and all Confidential Information which has been,or may be, disclosed to us by, or on behalf of, IPL or BCCI except insofar as theConfidential Information:

(a) is required by a person employed or engaged by us in conneclion with thepreparation of our Bid in which circumstances we shall ensure that any suchperson complies with our obligations in relation to Confidential Informationreferred to in this letter as if such person were a signatory to this letter; or

' The information rcquired hereunder should also be provided in relation to each member of a consortium (ifappropriatQ. Ary Bidder who is an individual may ignore this section.

IPL meafical rights ITT 2010 onwards

1.2

1.3

2.

2.1

2.2

ls required to be disclosed by law or by applicable regulation, or any valid orderof a court of competent jurisdiction, or at the request or direction of anygovernmental or regulatory authority or agenry.

Without prejudice to the foregoing and unless IPL chooses otherwise, we covenantwith, and undertake to, IPL that no announcement or statement howsoever relating toour Bid(s), or our discussions with IPL in relation thereto shall be made by us, or onour behalf, without the prior written approval of IPL (such approval to be given orwithheld at IPL's sole discretion). Any disclosure of Confidential Information permittedunder this paragraph 2 shall be in confidence, and shall only be to the extent that anypersons to whom the information is disclosed need to know the same for theperformance of their duties. We shall procure that all such persons are aware of, andcomply with, such obligations of confidentiality.

We hereby undertake to IPL and BCCI to use the Confidential Information solely inconnection with the preparation of our Bid and not otheMise for our own benefit or thebenefit of any third party.

GENERAL

We acknowledge that we are solely responsible for all msts, expenses and liabilitiesincurred by us in the preparation and submission of this Bid, any responses torequests for further information by or on behalf of IPL and any discussions with IPLand/or its associates following receipt by IPL of this Bid (whether or not a TheatricalRights Agreement is entered into by us).

We warrant, represent and undertake to IPL and BCCI and its/their associates that:

the information contained in this Bid and otherwise provided to IPL and/or itsassociates during the tender process is, and shall be, complete and accurate inall respects and is not, and shall not be, false or misleading in any way; and

lf, following submission of this Bid there are any changes in our circumstancesthat may affect any of the information contained in this Bid, we shall promptlynotify IPL in writing setting out the relevant details in full.

GOVERNING LAW AND ARBITRATION

We acknowledge and agree that this Bid and the entire tender process shall begoverned by, and construed in accordance, with the laws of India.

Any disputes arising in connection with our Bid and the tender process (or any partthereo0 shall be resolved in accordance with Section 13 ofthe lTT.

For and Behalf of'

Name

Designation

Date

3 To be signed by the Bidder and each Consortium Member, ifapplicable

IPL Theatical ights ITT 2010 onwards

(b)

3.

3.1

3.2

(a)

(b)

4.

4.1

4.2

SGHEDULE 3 (rTT)

AFFIDAVIT

TO BE ATTESTED/NOTARISED ON YOUR COMPANY'S LETTERHEAD

AFFIDAVIT

l, [Name of Authorised Representative], [Designation of Authorized Representativel of [Nameof Bidderl having my office at [Addressl do hereby declare solemnly afiirm and state asfollows:

1. I solemnly state and declare that I am providing the true and correct details of theBidding Company for the purpose of the Bid as required by the Invitation to Tender.

2. I state that the contents of the Bid are true and @rrect to the best of my knowledgebased on the original records maintiained by the company. I further declare that nomaterial information has been concealed.

List of Annexure:

Solemnly affirmed at

On this _ day of

IPL Theatical tuhts ITT 2010 onwards

SCHEDULE 4 0TT)

L]CENCE BID FORM

FO BE TYPED UP ON THE BIDDER'S LETTERHEAD]

Indian Premier LeagueCricket CentreWankhede StadiumMumbai 400 20lndia

Dear Sirs,

We write in connection with our Bid for the Theatrical Rights in response to the ITT dated Il. The details relating to us and our Bid for a Licence are as follows.

Full Name of Bidder:

Address of Bidder:

Tel No.:

Fax No.:

Email:

Named Representative of Bidder:

Licence Fee (to be fiiled in the table below)

Year Minimum fee{USD Mn)

Bid amount(USD mn)

2010 220't1 22012 22013 22014 22015 22016 22017 22018 220{9 2TOTAL 20

IPL Theatical ights ITT 2010 onwarcls

The Licensee Fee should be the total sum which shall be payable for the 2010 - 2019Seasons. The Performance Deposit shall, if the Bidder is successful, be replaced byBank Guarantee as in schedule 7 in accordance with clause 7.1 ofthe lTT.

By signing and submifting this Licence Bid Form we hereby irrevocably and unconditionallyagree:

(a) To comply by the terms set out in the ITT;

(b) That if we are awarded the Licence in circumstances where the Licence Fee specifiedin our Bid delivered to IPL has increased as a result of us submitting a re-bid then weagree immediately to take such steps as shall be necessary to confirm / endorse theamendment of the amount of the Licence Fee to reflect the above-mentioned increaseand until such time as we have taken such steps we shall remain bound by the termsof the Bid as originally submitted by us;

(c) where required to do so by IPL we shall procure that a parent company of sufficientfinancial standing as is reasonably acceptable to IPL guarantees our obligations underthe Theahical Rights Agreement; and

(d) Provide the Bank Guarnatee as annexed as per Schedule 7 on signing of theTheatrical Rights Agreement in accordance with clause 7.1 of the lTT.

[Set out detarls of proposed exploitation of the rights]

Yours faithfully

For and on behalf ofIFull name of Bidderl

IPL Theatical rights ITT 2010 onwards

1.

i)

SCHEDULE 5

Terms and conditions applicable to the exercise of the Theatrical Riqhts

The terms and conditions aoolicable to the exercise of the Theatrical Riqhts. that shall beincorporated into the Theatrical Riqhts Aoreement. shall include the followinq:

Access to Feed

IPL shall make the high definition feed (referred to in this ITT as'HD Feed') availableto Licensee (from not later than | 0 minutes before the start and until not earlier than 10minutes after the end of the relevant Match) at Licehsee's uplink facility in India andintemationally, without any charge levied by or on behalf of IPL or any third party forthe production of the Feed or for such access.

Licensee shall be responsible at its own cost for making all necessary arangementsfor the onward transmission, delivery and distribution of the HD Feed, whether bysatellite or other means, for reception by or on behalf of Licensee in the Territory at thevenues at which the Theatrical Rights are to be exercised.

Licensee recognizes the fundamental importance of preserving the security andintegrity of the signal of the HD Feeds. Accordingly, Licensee hereby undertakesto IPL that it shall only use such methods and routing for transmission and/orrelay of the HD Feed to the Territory as shall be reasonably directed by IPL orwhich have been approved by IPL in writing or are used by any other of IPL'slicensees. IPL hereby undertakes to Licensee that it shall use all reasonablecommercial endeavours to ensure that the rates for using such methods androuting directed by IPL shall be normal market rates.

Virtual Advertising

(i) The Licensee agrees that it will not alter or add to the content of the HD Feed whetherelectronically or otherwise so as to remove, change or obscure any in-Venue advertising, anyGraphics Package or Live Feed Insertions incorporated into the Feed by or on behalf of theIPL in accordance with this Agreement, save and to the extent as may be required to complywith applicable Law. ln respect of any transmission of Matches (in full or in part), the Licenseeshall not insert any'virtual advertisements" on the field of play during any Match play save asotheMise may be required to comply with applicable Laws and advertising restrictions in therelevant part of the world.

3. Quality and Integrity of Transmission

The Licensee shall ensure that all of its transmissions of Matches (in full or inpart), and the transmissions of any sub-licensee, shall be of a quality andstandard generally to be expected of a leading premium sports content providerwithin the relevant territory.

Licensee shall comply, and shall procure that all sublicensees comply, at alltimes with the prevailing Guidelines as may be issued by IPL from time to timeduring the Rights Period.

Licensee shall ensure that any Live Feed Inserlions and/or Graphics Packageincorporated into the Feed by or behalf of IPL are transmitted and displayedwithout modification save as may be required to comply with applicable Laws.License acknowledges that any and all revenue generated by such Live Feed

ii)

iiD

(i)

(ii)

(iii)

IPL Theatrical rights ITT 2010 onwards

Insertions and/or Graphics Packages incorporated into the Feed by or onbehalf of IPL shall accrue solely to lPL.

For the avoidance of doubt, Licensee shall be entitled to incorporate advertsand commercial graphics and messaging in breaks between overs provided inall cases such adverts or commercial messages are in accordance with theGuidelines.

Licensee shall be permifted to appoint, and to permit its Sub-Licensees toappoint, Sponsors subject to the terms and conditions of this Agreement, and inparticular, the provisions of sub-paragraph (vi) below.

Licensee acknowledges and agrees that it shall not select or appoint anySponsor (a) in relation to the primary product category of the Title Sponsor,without first offering and providing the Title Sponsor with an opportunity topurchase such Sponsorship, and shall not in any event appoint a Sponsor inrelation to that product category, without giving the Title Sponsor a reasonablelast opportunity to purchase such Sponsorship (being no less than five (5) daysfrom the date that such last opportunity is notified to the Title Sponsor, unlesssuch notification is within ten (10) days of the first scheduled Match of therelevant Season, in which case such time period as is reasonable). For theavoidance of doubt, if the Title Sponsor declines to purchase suchSponsorship, Licensee may appoint as Sponsor a person who is a Competitorof the Title Sponsor. For the avoidance of doubt the provisions of this sub-paragraph (vi) shall not apply to sales of airtime around Licensee'stransmissions of the Matches, which airtime Licensee shall be entitled to sell toCompetitors of the Title Sponsor and without providing Title Sponsor a first andlast right to purchase such airtime; and (b) in relation to the primary productcategory of a fficial Sponsor, without first offering and providing such OfficialSponsors with an opportunity to purchase such Sponsorship package and shallnot, in any event, appoint a Sponsor in relation to that product category onterms more favourable than those offered to the Official Sponsors without firstoffering and providing the Official Sponsors with a reasonable opportunity toaccept the same favourable terms. For the avoidance of doubt, and to givecommercial effect to this clause, Licensee shall not stipulate or impose anycondition or restriction on the purchase of any Sponsorship package oropportunity in or around any Match or Footage to the effect that any TitleSponsor or Official Sponsor must purchase sponsorship and/or commercialairtime and/or other promotional or advertising opportunities or inventory fromLicensee (or any Sub-Licensee) in relation to any other programme or event.

All copies of contracts to demonstrate access to a minimum of 750 cinemahalls in India installed with equipment capable of receiving and exhibiting theHD Feed must be sent to lPL. Failure to do so will resuh in cancellation of theagreemenl.

(iv)

(v)

(vi)

(vii)

IPL Theatdcal ights ITT 2010 onwards

SCHEDULE 6

INDICATIVE FIXTURE SCHEDULE WILL BE PROVIDE IN TIME

IPL Theatical ights ITT 2010 onwarcls

SCHEDULE 7

BANK GUARANTEE FORMAT

(FORMAT OF GUARANTEE TO BE ISSUED BY ANY BANK OF NATIONALIZED ORGLOBAL REPUTE ACCEPTABLE TO BCCI IN ITS SOLE DISCRETION)IPLBoard of Control for Cricket in IndiaCricket CenterWankhede StadiumMumbai 400 020India

L In consideration of [insert the Licensee's name], a company registered under the Companies Act,1956 and having its principal place of business at [insert registered address of theLicensee](hereinafter called "[insert]" which expression shall unless repugnant to the subject orcontext mean and include its successors in office, executors, adminishators, permitted assigns andthe like) having been granted certain rights for the 2010 to 2019 seasons of the Indian PremierLeague (inclusive) and expiring after the final match ofthe 2019 Indian Premier League under theterms and conditions of Contract dated ( ) - Novernber 2009 (hereinafter called '1he saidcontract"), executed with the Board of Control for Cricket in India, a society registered under theTamil Nadu Societies Registration Act and having its head quarters at Cricket Centre, WankhedeStadium Mumbai 400020 (hereinafter called "BCCI" which expression shall unless repugnant to thecontext or meaning always mean and include its successors in office, executors, admiflistrators,permitted assigns and the like). [Insert Licensee name] is, inter aliq obliged to provide a BankGuarantee to "BCCI" as herein provided for Rs.[ I Crores (Rupees I I Crores only) inorder to guarantee the due fulfilment by [insert Licensee's name] ofthe terms and conditions ofthesaid contract.

2. Unsert Licensee name] has requested us to issue the said guarantee and at said request and onreceipt of suflicient consideration by us, we, ........... (name of the bank)(constituted and established under) having our office at . . . . . .... ....... . ..(Phone No.: Fax No:........) (Hereinafter referred to as "the said bank" which expression shallunless repugnant to the subject or context mean and include its successors in office, execulors,administrators, permitted assigns and the like) have agreed to give such guarantee as hereinaftermentioned.

3 We hereby irrevocably and unconditionally undertake and agree with BCCI that if and whereverany default is committed by [insert Licensee name], in performing any of the tenns and conditronsofthe said contract including non payment of any money payable to BCCI, we shall as a primaryand direct obligarion upon receipt of first demand in writing fiom BCCI without any demur, anyreservations, contest, recoulse or protest and./or without any reference to [insert Licensee name] payto BCCI a sum not exceeding Rs. I I Crores (Rupees I I Crores only), either in full orin part, in such nanner as BCCI may direct from time to time. Any such claim made by BCCI onus shall be final, conclusive and binding notwithstanding any difference or any dispute betweenBCCI and [Insert Licensee name] or any other legal proceedings, pending before any Court,tribunal, arbitrator or any other authority.

4 BCCI shall have the full liberty, without r€ference to us and without affecting this guarantee, topostpone at any time or from time to time and for any period the exercise of any of the powers

IPL Theatrical rights ITT 2010 onwards

and/or any rights conferred on BCCI under the said contract, which under the Law relating to theSureties would but for this provision have the effect ofreleasing us.

The guarantee herein contained shall not be determined or otherwise affected in any way

(a) by the liquidation or winding up or dissolution or change(s) in constitution of [insenLicensee name]

(b) by any forbearance by BCCI whether as to payment, time, performance or otherwise, or byany other indulgence or matter of whatever nature accorded by BCCI to linsert Licenseename];

(c) by anything which would have discharged us (wholly or in part) ofour obligations underthis guarantee or which would have afforded us any legal or equitable defence,

, but shall for all purposes be binding and operative until payment of all monies due to BCCI inrespect of the said contract is made in accordance with the terms thereof or until its expiry ortermination, whichever is earlier.

This guarantee shall be irrevocable and shall remain valid up to 3l"r August 2019 with a clain-period of two months up to 31"' October 2019.

Notwithstanding anytling contained hereinabove:

(a) Our liability under this Bank Guarantee shall not exceed and is restricted to

Rs.I I Crores (Rupees f I crores only)

(b) This Guarantee shall remain in force up to and including 31$ Ocrober 2019, (includingclaim period of Two month)

(c) Unless the demand./claim under this guarantee is served upon us in writing before 5.00pm Mumbai time on 31"'October 2019 all the rights of BCCI under this guarantee shallstand aulomatically forfeited and we shall be relieved and discharged fiom all liabilitiesmentioned hereinabove.

A demand for payment under this guarantee shall be deemed to have been sufficiently made if a

claim in writing is received sent by post or by fax or hand delivered to us at the addresVfax numberwith a copy to Licensee.

We shall not be entitled to assign this guarantee.

Pa).ments to be made under this guarantee shall be made in Rs without any deduction, withholdingor set off of any kind.

This Agreement shall be govemed by and construed in accordance with the substantive laws ofIndia.

9

l0

11

IPL Theatrical rights ITT 2010 onwards