[UP State Sugar Corporation Limited] AND [___]

SLUMP SALE AGREEMENT

Contents
CLAUSE 1: DEFINITIONS AND INTERPRETATIONS................................................. 5 CLAUSE 2: TRANSFER OF UNIT.................................................................................. 13 CLAUSE 4: LIABILITIES AND EXCLUDED LIABILITIES ....................................... 17 CLAUSE 5: ASSETS ....................................................................................................... 18 CLAUSE 6: SERVICE CONDITIONS FOR THE EMPLOYEES................................... 18 CLAUSE 7: VRS PROCESS AND OTHER SERVICE CONDITIONS ......................... 19 CLAUSE 8: POSSESSION OF THE UNIT...................................................................... 21 CLAUSE 9: CONDITIONS PRECEDENT ...................................................................... 23 CLAUSE 10: CLOSING OF THE TRANSACTION ....................................................... 24 CLAUSE 11: BID SECURITY AND PERFORMANCE GUARANTEE ........................ 24 CLAUSE 12: PAYMENT OF TAXES AND STAMP DUTY.......................................... 26 CLAUSE 13: OBLIGATIONS POST SIGNING DATE .................................................. 26 CLAUSE 14: REPRESENTATIONS AND WARRANTIES........................................... 27 CLAUSE 15: INDEMNITY.............................................................................................. 30 CLAUSE 16: TERMINATION AND CONSEQUENCES OF TERMINATION AND VACATION OF PREMISES............................................................................................ 30 CLAUSE 17: CONFIDENTIALITY ................................................................................ 31 CLAUSE 18: DISPUTE RESOLUTION .......................................................................... 32 CLAUSE 19: MISCELLANEOUS ................................................................................... 33 19.1 CONDITIONS FOR CHANGE IN A CONSORTIUM ................................................ 33 19.2 EXPENSES 33 19.3 ASSIGNMENT. 33 19.4 NO WAIVER . 33 19.5 AMENDMENTS .. 34 19.6 COUNTERPARTS 34 19.7 ENTIRE AGREEMENTS 34 19.8 PUBLIC ANNOUNCEMENTS . 34 19.9 FURTHER ASSURANCES .. 34 19.10 REMEDIES UNDER THIS AGREEMENT 35 19.11 NOTICES ... 35 19.12 SEVERABILITY 35 19.13 SURVIVAL 36 19.14 GOVERNING LAWS 36 19.15 JURISDICTION 36 19.16 PERIOD OF AGREEMENT . 36 SCHEDULES SCHEDULE -1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4

LIST OF FIXED ASSETS INCLUDING LAND LIST OF EMPLOYEES LIST OF PERMITS DETAILS OF VRS

AGREEMENT This SLUMP SALE AGREEMENT is made and entered into at [__ day of __, 2009], _] on this the [

BY AND BETWEEN [Uttar Pradesh State Sugar Corporation Limited], a Government Company incorporated under the Companies Act, 1956 and having its registered office at [Vipin Khand, Gomti Nagar, Lucknow- 226010], (hereinafter referred to as the Seller or UPSSCL which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business and permitted) assigns, of the ONE PART, AND [___]1, a [public limited company incorporated under the Companies Act, 1956]2 and having its registered office at[___]3, (hereinafter referred to as the Purchaser which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business and assigns), of the OTHER PART. The Seller and the Purchaser are hereinafter called collectively as Parties and individually as Party WHEREAS, the Seller, being a Government Company, is the owner of the XYZ Sugar Unit (hereinafter referred to as the Unit); AND WHEREAS, pursuant to the GO No. 1215 SC/18.02.07.56/07 TC 1 dated June 4, 2007 (Government Order), the Seller intends to sell its 11 operating Units via slump sale through the competitive bidding process and had invited Expressions Of Interest cum Request For Qualification from interested parties in terms of the EoI cum RFQ issued on June 29, 2009, (EOI cum RFQ) and the Request For Proposal issued on June 29, 2009 as modified from time to time (RFP);.

1 2

Please insert name of Purchaser Please amend suitably depending on the nature of the Purchaser 3 Please insert registered office address of the Purchaser
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(For Sole Applicant )* AND WHEREAS, The Purchaser being interested in purchasing the Units submitted its Expression Of Interest cum Request For Qualification as sole Applicant and having been qualified by the Seller submitted its Request For Proposal to purchase the Unit (For Consortium)* AND WHEREAS, The Consortium consisting[ ]and [ ]with [ ] as its Lead member, being interested in purchasing the Unit submitted its Expression Of Interest cum Request For Qualification and having been qualified at the stage of EOI cum RFQ, the Seller submitted its Request For Proposal to purchase the Unit.

And Whereas The Members of the Consortium had entered into the Memorandum Of Understanding dated _____, a copy of which has been provided to the Seller, specifically for the purposes of this Transaction and the particulars of the Members of Consortium and their respective shareholdings in the Consortium are as given below: S. No. Name and address Consortium Member (Lead Member) of Percentage shareholding in Consortium the

AND WHEREAS above said Consortium has formed the Special Purpose Vehicle (SPV) in the form of a Company in the name of --------------- having Registered office at ................ and the said SPV, being the Purchaser under their Presents is entitled to enter into this Slump Sale Agreement as per provisions of the RFP (applicable only in case the Purchaser is a Consortium) And Whereas during the process of competitive bidding, [Name and address of the Company] has represented itself as being an Associate or Group Company of the Purchaser. The Net Worth and Turnover of the Associate(s) / Group Company(ies) (terms defined hereinafter) of the Purchaser had been considered by the Seller while evaluating the Bid and accordingly, the Purchaser was selected based on the same.

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(Applicable only in case the Purchaser has been selected on the basis of the financials credentials of an Associate or Group Company)

WHEREAS after evaluating all the proposals received by the Seller from interested parties, the Seller accepted the proposal submitted by the Purchaser to purchase and legally and beneficially own the Unit on asiswhereis basis for the consideration and upon the terms and conditions set-out hereinafter; AND WHEREAS, the Parties, having arrived at an understanding in respect of the above, are now desirous of recording the same in writing and as such are executing these presents.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, CONDITIONS AND AGREEMENTS SET FORTH HEREIN AND THE RELATED DOCUMENTATION AND OTHER CONSIDERATION, THE SUFFICIENCY AND ADEQUACY WHEREOF IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND, THE PARTIES HERETO AGREE AS FOLLOWS. CLAUSE 1: DEFINITIONS AND INTERPRETATIONS 1.1 Definitions

In this Agreement, the following terms and expressions shall, unless repugnant or contrary to the context hereof, shall have the meanings assigned herein: Accounting Advisor shall mean the advisor appointed by the [Seller/] to determine (i) the value of the NWCAA (ii) the First VRS Amount; and (iii) any other action in connection with this Transaction; Agent shall mean and include the agent, representative, nominee, officer, director, employee, attorney or any other person validly acting for and on behalf of a Party; Agreement shall mean this Slump Sale Agreement and all Annexures and Schedules attached hereto alongwith the EOI cum RFQ and RFP, and shall include any modifications hereto in writing between the Parties in terms hereof after the Signing Date; Approvals and Intimations shall mean all requisite statutory, regulatory and Government approvals, consents, filings, clearances, licenses and permissions including those from banks and financial institutions, creditors, suppliers, customers, insurance

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companies, or any other Persons, making of any intimations to any Persons, or any other necessary requirements for the execution and consummation of this Agreement; Assets shall mean all assets of the Unit including Books and Records, Contracts, Current Assets, Fixed Assets and Permits ; Bid Amount shall mean the sum of Rs. [_____] as mentioned by the Purchaser in the Financial Proposal ( RFP Application); Books and Records shall mean all books and statements of accounts, auditors reports, statutory filings and registers of assets of the Unit and all other documents and records pertaining to the Unit; Business Day means any day that is a working day of UPSSCL in Lucknow; Cane Area shall mean the cane area(s) as reserved/ allotted by the Cane Commissioner, Government of Uttar Pradesh to the Unit; Centralised Service Staff shall mean those employees appointed by the Board of Directors /or Managing Director of the UPSSCL; Certain Liabilities mean such liabilities, debts and other obligations in respect of the Unit including contingent liabilities of Unit except Excluded Liabilities Closing Date shall mean the Final Payment Due Date/Extended Final Payment Due Date or the date on which last of the items which is execution of Sale Deed, required to be undertaken as part of Closing is undertaken or achieved, whichever is later, which date shall not be later than 12 (twelve) months from the Signing Date, or such other date as may be mutually agreed to by the Purchaser and the Seller; Closing means consummation of the Transaction with the execution of Sale Deed contemplated in this Agreement on the Closing Date; Confidential Information shall mean all and any information pertaining to the Seller and / or the Unit, whether documented or otherwise, furnished by or shared by or obtained from either Party to/with/by the other Party, whether prior to execution of this Agreement, under this Agreement or otherwise, including but not limited to trade secrets, pricing and sales policies financial information, business plans, forecasts and technical information. However the term Confidential Information would not include the

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information that is generally available to the public or which is already in the knowledge of the Purchaser, its Group Company(ies) or Associate(s) or its/ their Agents and such knowledge has been acquired by lawful means from sources other than the Seller; Contracts shall mean contracts relating to the Unit entered into by the Seller with any Persons and subsisting as on the Signing Date; Current Assts shall mean all current assets including Loans & Advances (excluding Cash and Bank Balances, which will not be transferred to Purchaser) mentioned in the Balance Sheet. However Certain Bank/Post Office Deposits (cash equivalents), which are encumbered would be transferred as per annexure-11 of RFP; Current Liabilities shall mean current liabilities as follows: a. Suppliers Dues i. Suppliers payable A/c ii. Performance Guarantee iii. Sundry Debtors payable iv. Security Deposit payable v. Payable to Contractors b. Statutory Dues vi. Income Tax vii. Sales Tax/VAT viii. Entry Tax ix. Others dues including Purchase tax. Damages shall include all and any losses, damages, dues, costs, claims, demands, charges, liabilities, whether pecuniary or otherwise, expenses (including, without limitation, reasonable attorneys fees and expenses actually incurred) or the like, by whatever name called, whether before any court of law or a quasi-judicial forum or otherwise actually incurred or suffered by the Party claiming; Employees mean all officers, permanent and seasonal labour/ staff employed/ including Centralised Service Staff and the Wage Board Employees who are posted in or in connection with or for the Unit on the Signing Date as listed in Schedule II; Encumbrance shall include any right, title, lien, charge, benefit or any interest whatsoever, whether existing or created or purporting to exist or be created, and whether present, future or contingent, including those in the nature of sale, agreement to sell, pledge, hypothecation, mortgage, charge (whether fixed or floating), adverse possession,

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or any other rights or encumbrances generally or any other adverse claim of any kind whatsoever on the Assets; Excluded Liabilities shall mean Liabilities claimed till Signing Date which are being retained/ settled by the Seller as described below:; 1. H.O Account 2. Inter Unit Account and Subsidiary Account: Any Debit or credit balance should be treated as settled. 3. Cash Credit Limit 4. Cane Dues 5. Labor Dues. Explanation: For the purposes of this definition liabilities accrued but unclaimed shall not be settled or retained by the Seller but the same shall stand transferred to the Purchaser. Final Payment Amount shall be the amount arrived at as per the formula provided in Clause 3.3(d); Scheduled commercial bank which has been included in the Second Schedule of Reserve Bank of India Act, 1934 for 75% of the Bid Amount in favour of Uttar Pradesh State Sugar Corporation Limited ; First VRS shall mean VRS announced as per Clause 6 of this Agreement; First VRS Payment Date shall mean the date as provided in Clause 3.2 (a) on which date the First VRS amount shall be paid by the Purchaser to the Seller ; Fixed Assets shall mean all fixed assets of the Unit including Lands (including freehold / leasehold land), buildings, fixed & loose plant & machinery, capital work in progress etc. as on the Signing Date; more particularly described in Schedule I of this Agreement. Group Company or Associate means, in relation to the Purchaser, a Person who controls, is controlled by, or is under the common control with the Purchaser (including any member of the Consortium where the Purchaser is a Consortium). As used in this definition, the expression Control means with respect to a person which is a company or corporation, the ownership, directly or indirectly of more than 50% (fifty per cent) of the voting shares of such person, and with respect to a person which is not a company or
Financial Guarantee shall mean the bank guarantee issued by any

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corporation, the power to direct the management and policies of such person, whether by operation of law or by contract or otherwise; Initial Payment Amount means 25% of the Bid Amount plus TDC; Intimation Date shall mean the date on which official intimation is sent to the Selected Bidder / Purchaser of his selection as the successful bidder whether sent by means of a letter, e-mail, fax or any other mode of communication; Lands mean all lands belonging to and forming part of the Unit, described and detailed more fully in Schedule I hereto. Laws or Applicable Laws shall mean and include the laws of India as may be in force from time to time, whether in force by way of statutory enactments, rules, regulations or otherwise. Liabilities shall mean all the liabilities on account of borrowings by the Company, and all other liabilities whether ascertained or uncertained, contingent and disputed , in relation to the Unit, any claims by or due to third parties , and labour, excise, sales tax claims etc. ; Material Adverse Effect shall mean any event which individually or in the aggregate with all other circumstances, conditions, changes in or effects has, had or may have or could reasonably be expected to have a materially adverse effect on the business, operations, Assets or Liabilities (including, without limitation, contingent liabilities), Employee relationships, customer relationships, results of operations or the condition (financial or otherwise) of the Unit, but shall not include any event caused in the Ordinary Course; Net Working Capital Adjustment Amount or NWCAA shall have the meaning ascribed to it in Clause 3.4; Non-Retiring Employees shall mean such Employees who has not been given First VRS and continue in the employment with the Unit with the benefits of total service period with the UPSSCL without any break in the service. Ordinary Course shall mean the ordinary and usual course in which the act in question has been done or undertaken while carrying on the operations of the Unit prior to Signing Date;

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Permits means all governmental filings, intimations, permits, consents, licenses, product approvals, use permits, registrations, re-registrations, applications and filings pertaining to licenses and permits, whether existing or pending, concessions and other grants and authorisations issued or granted by governmental, statutory or local authorities to the Unit . Performance Guarantees shall have the meaning ascribed to it in Clause 11.3 and shall be as per the format provided in RFP; Purchase Price shall mean bid amount plus Net Working Capital Adjustment Amount plus other amounts mentioned in Clause 3 of this Agreement: Person shall include an individual, an association, a firm, a corporation, a partnership firm, a joint venture, a trust, an unincorporated organisation, a joint stock company, governmental or statutory authority, including a government or political sub-division, or agency or instrumentality thereof or other entity or organisation, which is not a party hereto; Purchase Price Shall mean Bid amount plus Net Working Capital Adjustment plus all other amount mentioned in this Agreement. Signing Date shall mean the date of signing of this Agreement; Stock shall mean following: a. Inventory of Sugar, Brown Sugar, Sugar in Process. b. Inventory of Molasses, Molasses in Process, c. Stores and Spares and Scrap d. Inventory of Bagasse Taxes shall mean all and any statutory or other governmental levies, taxes, charges, cess, penalties, rates, stamp duties and other dues pertaining or relating to the Sale of the Unit as contemplated herein, including but not limiting to sales tax, income tax, registration charges, etc.; Transaction shall have the meaning ascribed to it in Clause 2.1; Transaction Development Cost or TDC shall mean all the fees paid and payable by UPSSCL to Advisors/Legal Advisors, Accounting Advisor, Valuers and other related expenses in the process, which shall be reimbursed by the Purchaser to UPSSCL on Signing Date.

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Transfer/ Sale shall mean and include sale, transfer, assignment, conveyance or the like, and the cognate expressions of Sale (such as Transferred/ Sold) would be construed accordingly; Unit means all rights, title and interest of the Seller in the XYZ Sugar Unit situated at ___________________________________________, Uttar Pradesh together with all the Assets and , Liabilities including the Contingent Liabilities, Permits, Contracts, consumables and all other rights and privileges except Excluded Liabilities in relation thereto. UP Government or GoUP shall mean and include all the concerned departments and authorities of the Government of Uttar Pradesh; VRS shall mean the voluntary retirement scheme to be offered to the Wage Board Employees and the Centralized Service Staff in accordance with this Agreement. Wage Board Employees shall mean employees working in the Units whose services are governed by the Wage Board.

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1.2

INTERPRETATIONS Unless otherwise stated or unless the context otherwise requires, in this Agreement:

1.2.1

the headings used in this Agreement are included for convenience only and shall not be used in construing or interpreting this Agreement; 1.2.2 any reference to the plural shall include the singular and the vice-versa; 1.2.3 any reference to masculine gender shall include feminine or neutral gender;

1.2.4 the references to the Recitals, Articles, Clauses, and Annexures shall be references to the Recitals, Articles, Clauses, Schedules and Annexures of this Agreement; 1.2.5 the references to statutes shall be references to the statutory enactments, rules and regulations in force (as modified, amended or re-enacted as of the appropriate date) ; 1.2.6 reference to any Party to this Agreement shall, where the context permits, include its successors in title; 1.2.7 reference in this Agreement to do or not to do anything which any Party is required to do or not to do shall include its acts, defaults and omission whether: (a) (b) (c) (d) direct or indirect, on its own account, or for or through any other person, and those which it permits or suffers to be done or not done by any other person;

1.2.8

the effect of all obligations affecting the Parties under this Agreement is cumulative and no obligation shall be limited or modified by any of the other obligations unless there is in this Agreement an express limitation or modification; where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings;

1.2.9

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1.2.10 any reference to writing includes printing, typing, lithography and other means of reproducing words in permanent visible form, including in electronic form; 1.2.11 the terms include and including shall mean, include / including without limitation; and 1.2.12 any capitalized term used in this Agreement and not specifically defined herein shall have the same meaning ascribed to them in the EOI cum RFQ and RFP, as the case may be. CLAUSE 2: TRANSFER OF UNIT 2.1 In consideration of the Purchase Price to be paid by the Purchaser to the Seller in the manner set out herein and subject to the provisions of this Agreement , on the Closing Date, the Seller shall Transfer and deliver to the Purchaser and the Purchaser shall purchase, acquire and accept from the Seller, all rights, title and interest of the Seller in and to the Unit, together with all Assets and Liabilities except Excluded Liabilities. as a going concern on an as is where is basis collectively( The Unit). The Parties agree that the Seller shall Transfer the Possession of the unit to the Purchaser on the Signing Date as per the terms and conditions set out in Clause 8 of this Agreement after compliance with Payment terms set out in Clause 3.1 The Parties agree that the Seller shall Transfer the Fixed Assets to the Purchaser on the Closing Date. Further, the Parties agree that the Seller shall not transfer the Excluded Liabilities to the Purchaser and the Seller shall continue to retain ownership and / or responsibility for the same. The Transfer and transactions contemplated in this Agreement are hereinafter referred to as Transaction. The Parties acknowledge and agree that the Transaction will constitute an outright slump sale of the Unit as an inseparable whole as a going concern on as is where is basis for a consideration of Purchase Price. The Purchaser shall obtain all necessary and relevant permissions, approvals, consents as may be required from appropriate governmental / statutory / municipal authorities for running and operating the Unit currently at its sole cost

2.2

2.3

2.4

2.5

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and expense. The Seller shall assist in the transfer or assignment of any Permits that are capable of being transferred or assigned. The Seller shall however cooperate by giving its consent and no objection letters in obtaining such permission/ grant of relevant approvals to the Purchaser, as may be reasonably requested by the Purchaser from time to time. 2.6 It is hereby further agreed between the Parties that all contingent liabilities and legal cases pending in respect of the Unit, shall be transferred by the Seller to the Purchaser and the Purchaser is solely liable in respect of such contingent liabilities from the Singing Date and the Seller shall have no liabilities whatsoever in such respect. It is further clarified that the Seller shall also transfer all books of account, documents and records pertaining to the Unit including those related to the contingent liabilities and legal cases. On the Signing Date, the Seller shall: a) b) hand over possession of all Assets;4 deliver to the Purchaser all documents and registrations evidencing the rights of the Seller to the Assets other than Fixed Assets; transfer to the Purchaser the Contracts; deliver to the Purchaser such other material documents that pertain to the Unit and which may be in possession of the Seller to consummate Sale of the Unit; and

2.7

c) d)

2.8

The Employees of the Seller who have either not exercised the option of First VRS or where the Purchaser has not given consent for acceptance of First VRS shall continue serving the Unit. The Purchaser shall not retrench any of the Non Retiring Employees and would carry out operations of the Unit for at least one complete crushing season or one year from the Closing Date whichever is earlier (which shall however not be earlier than the implementation of the Second VRS). The Purchaser agrees that it shall maintain separate Books and Records with respect to the Unit from the Signing Date till the Closing Date.

2.9

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2.10

From Signing Date to Closing Date, the Purchaser is entitled to operate the Unit and responsible for all the responsibilities and running expense including salaries etc. Pertaining to the Unit including statutory, legal or any other liability. All operating profit or loss from the operations of the Unit will belong to the Purchaser from Signing Date.

2.11 Inter Unit Account and Subsidiary Account should be treated as settled after Singing date. The Purchaser shall not have any claim or obligation to pay any amount pertaining to Inter Unit Account and Subsidiary Account. EXPLANATION: For the purposes of this clause Inter unit Account means accounts relating transactions between two units of the UPSSCL and subsidiary accounts means accounts relating transactions between unit of UPSSCL and unit of its Subsidiary
CLAUSE 3: PAYMENT OF MONIES

The consideration for Transfer of the Unit shall be the aggregate of the following amounts to be paid by the Purchaser together with certain other dues in the manner set forth below. 3.1 Initial Payment: a) The Purchaser shall pay the Initial Payment Amount which is equal to 25% of the Bid Amount plus TDC on the Signing Date to the Seller. The amount of TDC as estimated by the Seller shall be intimated to the Purchaser prior to the Signing Date. Along with the Initial Payment Amount, the Purchaser shall also submit to the Seller, the Financial Guarantee from any scheduled commercial bank for balance 75% of the Bid Amount. The Financial Guarantee shall have validity for at least 90 days from the Signing Date. Upon receipt of the Initial Payment Amount and the Financial Guarantee by the Seller the Parties shall execute this Slump Sale Agreement.

b)

c)

d)

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3.2

Second Installment: a) As second installment of the consideration (Second Installment) for transfer of the Unit, the Purchaser shall pay the cost of First VRS, determined as per Clause 6, within 21 days from the Signing Date to UPSSCL (First VRS Payment Date). The Seller shall provide the amount of First VRS payment to the Purchaser as the Second Installment amount at least 03 days before the First VRS Payment Date.

b)

3.3

Final Payment: a) The Purchaser shall pay the Final Payment Amount within forty five (45) days from the Signing Date to the Seller (the Final Payment Due Date). The Net Working Capital Adjustment Amount shall be determined in accordance with the Sub-clause 3.4. However, the Purchaser has the option of making payment of the Final Payment Amount on the Extended Final Payment Due Date which shall be allowed till March 31, 2010 (the Extended Final Payment Due Date). In case the Purchaser is willing to exercise the option for making payment of the Final Payment Amount on the Extended Final Payment Due Date, the Purchaser shall have to intimate the Seller in writing his willingness to exercise this option and the number of days of extension it desires, by a notice in writing to be received by the Seller at least five working days prior to the Final Payment Due Date. Along with the letter for extension of Final Payment Date, the Purchaser shall provide the Seller a letter from the concerned bank confirming that the Financial Guarantee for the 75% of the Bid Amount has been extended up to May 15, 2010. If the Final Payment Due Date is extended as above, the Purchaser shall pay interest for such extended period, that is, from 46th day till the Extended Final Payment Due Date @ SBI PLR + 2% as prevailing on the Final Payment Due Date. The interest will have to be paid with the final payment. Accordingly, the Final Payment Amount shall be calculated in the following manner:

b)

c)

d)

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Final Payment Amount = 75% of Bid Amount + Net Working Capital Adjustment Amount + Applicable Interest for extended period (if any) 3.4 Net Working Capital Adjustment Amount The Seller shall appoint an independent Accounting Advisor for computation of Net Working Capital Adjustment Amount (NWCAA). a) The Net working Capital Adjustment Amount NWCAA shall be determined as follows:

Net Working Capital Adjustment amount (NWCAA) = [(Current Assets (excluding Stock, Cash & Bank Balance) on Signing Date Current Assets (excluding Stock, Cash & Bank Balance) as on March 31, 2009) + (Stock Value on Signing Date Stock Value as on June 30, 2009) (Current Liabilities on Signing Date Current Liabilities as on March 31, 2009)] + Applicable interest amount as per Clause The Accounting Advisor shall intimate the value of NWCAA and submit the report within 15 days of the Signing Date to the Seller. 3.5 After payment of First Installment (Initial Payment) and up to Final Payment of Bid Amount as laid down above, if the Bidder/Purchaser defaults in any payment at any stage or breaches any of the terms and conditions, the entire amount paid by the Purchaser up to that point, shall be forfeited and following shall take place a. The process of selection of Purchaser may be started de novo if UPSSCL so decides. b. The Purchaser shall return the possession of the Unit(s) within 15 days from the notice of default. c. The Purchaser shall also reimburse the damages to the Units as estimated by UPSSCL. d. Invocation of the Financial and Performance Guarantee furnished by the Purchaser CLAUSE 4: LIABILITIES AND EXCLUDED LIABILITIES The Seller in accordance with the provisions of this Agreement shall Transfer the Liabilities of the Unit other than Excluded Liabilities to the Purchaser on the Signing Date.

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CLAUSE 5: ASSETS 5.1 The Seller in accordance with the provisions of this Agreement shall Transfer the Assets other than Fixed Assets to the Purchaser on the Signing Date. The Seller shall Transfer the Fixed Assets to the Purchaser on the Closing Date. Prior to Closing Date, the Seller shall clear all Encumbrances over the Assets. Further, the Seller shall, on such date, provide proof of clearance of such Encumbrances. Upon removal of the above existing Encumbrances on the Assets, the Seller shall not create any further Encumbrances.

5.2

CLAUSE 6: SERVICE CONDITIONS FOR THE EMPLOYEES 6.1 SERVICE CONDITIONS FOR WAGE BOARD EMPLOYEES a) First Voluntary Retirement Scheme (First VRS) The wage board employees of the Units has opted for voluntary retirement wherein they will be paid as per GoUP norms according to their years of service performed/remaining. (Details for First VRS which has been announced by UPSSCL as per Schedule of this Agreement). b) Continue employment with the Unit under new management of purchaser: The remaining wage board employees of the Units shall continue their service at the existing service conditions and no retrenchment of employees shall be undertaken by the Purchaser for at least one complete crushing season or one year from the Signing Date with Purchaser whichever is earlier (which shall however not be earlier than the implementation of the Second VRS) c) Second Voluntary Retirement Scheme (Second VRS) - Within one calendar year or after one crushing season from Signing Date with the Purchaser, whichever is earlier, the wage board employees shall be given an option to opt for Second VRS by the Purchaser. The terms of the Second VRS shall not be inferior to the then prevailing terms for the VRS scheme of GoUP. The Purchaser shall be obligated to pay the VRS dues to such wage board employees who opt for the Second VRS. 6.2 SERVICE CONDITIONS FOR CENTRALIZED SERVICE STAFF 1. First Voluntary Retirement Scheme (First VRS) Centralized service staff deputed at the units have opted for voluntary retirement or agreed for the transfer of the services to the Unit(s) , In case they have opted for VRS they will be paid as per GoUP norms according to their years of service performed/remaining. (Details for First VRS which have been announced by UPSSCL as per Schedule).

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2.

Continue employment with the Unit under new management of Purchaser: The posted/deputed Centralized Service Staff who have opted for services of the Unit shall continue their service at the same service condition and at revised pay scales as per terms of the Sixth Pay Commission of the Government of India as adopted by GoUP. No retrenchment of Centralized Service Staff shall be undertaken by the Purchaser for at least one complete crushing season or one year from the Signing Date whichever is earlier (which shall however not be earlier than the implementation of the Second VRS scheme provided below).

3. Second Voluntary Retirement Scheme (Second VRS) within one calendar year or after one crushing season from the Signing Date, whichever is earlier, the Centralized Service Staff transferred to the Unit shall be given an option to opt for Second VRS by the Purchaser. The terms of the Second VRS shall not be inferior to the then prevailing terms for the VRS scheme of GoUP. The Purchaser is obligated to pay the VRS dues to such Centralized Service Staff who opt for the Second VRS. CLAUSE 7: VRS PROCESS AND OTHER SERVICE CONDITIONS 7.1 The First VRS has been announced by UPSSCL for Wage Board Staff and Centralized Staff who do not wish to continue the employment with the Unit. The Purchaser will be consulted to finalize Wage Board Employees whose VRS application Purchaser is willing to accept.

7.2

7.3

The Purchaser is obligated to pay the VRS to such Centralized Service Staff posted/deputed at Unit who opt for the First VRS and do not agree to continue employment of the Unit under new management. First VRS Amounts to be computed by Accounting Advisor/UPSSCL within 15 days from the closure of the First VRS Scheme. Payment of the VRS amount to be paid to the Seller by the Purchaser on the First VRS Payment Date. The Employees of the Unit who have not opted for VRS Scheme or whose First VRS option has not been accepted and Employees of Centralized Staff who has given their consent to continue employment with the Unit without break with full benefit of Service period with the UPSSCL will continue their services at the Unit after Signing Date.

7.4 7.5 7.6

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7.7

Lock-in of one crushing season or one calendar year whichever is earlier from the Signing Date for the Non Retiring employees on the following terms; a. The wage board employees shall continue at the prevailing sugar wage board rates b. The centralized service staffs who have opted for the services of the Unit(s) shall continue at revised pay scales not inferior to the 6th Pay Commission o f Government of India as adopted by GoUP. c. No Retrenchment of wage board employees or centralized service staff should take place during this lock-in period

7.8

After one crushing season or one calendar year whichever is earlier from the Signing Date , the Purchaser will be bound to offer the Second VRS and provide VRS benefits to all the employees who opt for VRS. The terms of the second VRS will not be inferior to the then prevailing VRS policy of GoUP. The Purchaser shall provide a Performance Guarantee of Rs.5,00,00,000 (Rupees five crores) to the Seller for implementation of Second VRS in accordance with the terms of this Agreement.

7.9

7.10

The service of no Employee shall be interrupted due to change of management i.e. the Non Retiring Employees would continue with the benefit of continuity of service (i.e., such Employees would be given the benefit of the number of years of services performed in the Unit or with Seller) in regard to retirement benefits including but not limited to provident fund, leave encashment and gratuity. Gratuity and PF A PF Trust has been created at the Head Office of Seller whose beneficiaries are the Centralized Services Staff. b) The PF Funds of the Centralized Services Staff who opt to continue employment with the Unit shall be transferred to the PF Trust of the Purchaser. In case the Purchaser has no Trust for PF funds, then the funds shall be transferred to the PF Commissioners account. With respect to the Wage Board Employees PF records are maintained by the respective Regional Provident Fund Commissioners (RPFCs) and their contribution is sent to the respective RPFCs. The PF dues of the Wage Board Employees and Centralized Service Staff till Signing Date shall be the obligation of the Seller.

7.11 a)

c)

d)

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e)

The amount in respect of Gratuity/ Leave encashment shall be the liability of the Purchaser as and when it becomes due and payable to the Employees.

7.12

The Seller shall be liable to pay to the Employees all amounts becoming due and payable to them, as per the terms of employment and statutory provisions whether by way of salary, bonus, or otherwise, calculated and due up to Signing Date. Any liability to settle unpaid dues to the Employees incurred or arising or accruing after the Signing Date shall be borne by the Purchaser.

7.13 General Conditions of Employment Policy The Purchaser agrees to adopt the following measures with respect to the employment policy after the Signing Date: a) The Purchaser agrees to provide reservation in employment or other matters as per the applicable GoUP policies for private sector undertakings. The Purchaser agrees to recognize that the GoUP in relation to its employment policies follows certain principles for the benefit of the members of the Scheduled Castes/ Scheduled Tribes, physically handicapped persons and other socially disadvantaged categories of the society. The Purchaser shall use its best efforts to provide adequate job opportunities for such persons. Further in the event of any reduction in the strength of the Employees of the Unit, the Purchaser shall use its best efforts to ensure that the physically handicapped persons, Scheduled Castes/Scheduled Tribes are retrenched at the end.

b)

CLAUSE 8: POSSESSION OF THE UNIT 8.1 (a) It is hereby agreed between the Parties that the Seller shall handover the possession of the Fixed Assets in accordance with this Agreement. The Parties agree that on the Signing Date, the Purchaser shall be handed over the possession, custody and control of the Fixed Assets till the Closing Date. During the period of such possession the Purchaser shall be entitled to carry out repairs and maintenance (R&M) of the Fixed Assets in the Ordinary Course at its own cost and have the right to carry out crushing activities in the Unit.

(b)

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8.2

For the avoidance of doubt it is hereby clarified that until Closing Date, the rights, title and interest in the Fixed Assets shall remain with the Seller and only the possession, custody and control of the Unit will be handed over to the Purchaser. Nothing herein shall be deemed to be transfer of right, title or interests of any kind whatsoever in favour of the Purchaser in respect of the Fixed Assets. From the Signing Date and till the Closing Date, the Purchaser shall: a) give to the Seller right to access, audit, inspect , take copies as requested by the Seller to the books, documents and records which pertain to the Unit and which are being Transferred in terms hereof and also provide copies of such documents and information as the Seller may reasonably require; b) deal with the Fixed Assets in the Ordinary Course, as per Law and maintain all insurance policies; and Purchaser will not distort the basic nature of the Fixed assets and no major alterations will be allowed during this period. c) immediately inform the Seller upon occurrence of any Material Adverse Effect in the Unit or any part thereof or any material variances or breach of any representations, warranties or covenants hereunder of the Seller; d) not create any Encumbrance on or in any of the Fixed Assets, assume any Encumbrance in respect thereof or Transfer the same in favour of any third Person; and
e) not, after the Signing Date, acquire or dispose of, or agree to acquire or dispose of, any material Asset, or cause any material variation in Liabilities except with the prior approval of the Seller, in writing. Without prejudice to the generality of the foregoing, the Purchaser shall not, without prior approval of the Seller, in writing:

8.3

a) create any Encumbrance on or in any of the material Assets , assume any Encumbrance in respect thereof except for working capital borrowing or Transfer the same in favour of any third Person; b) assume any Liabilities or borrow any money in relation to the Unit, except for the purposes of working capital requirements;

Page 22

c) wilfully or negligently damage or destroy, any Asset which may materially affect the Unit; d) waive any receivables, debts, claims or rights in relation to the Unit; e) write-off or write-down any of the material Assets; f) amend, terminate, waive, dispose, or allow lapse of, or fail to preserve, any of the Permits;

g) increase the total number of the Employees or vary the terms and conditions of employment of its Employees, except in the Ordinary Course; h) cancel or amend the terms of any Contracts except in ordinary i) course;

enter into any collective bargaining agreement with the Employees; and undertake any Capital Expenditure activity

j)

8.4 The Purchaser agrees that after the execution of this Agreement and prior to Closing, Purchaser shall (a) promptly inform the Seller in writing about any matter arising after the date hereof that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described or addressed in this Agreement; (b) give written notice to Seller promptly after becoming aware of the occurrence or non-occurrence of any event or circumstance which would cause any condition to Closing not to be satisfied. In such event, the Seller will use its reasonable efforts to prevent or promptly remedy any matter which is or would be the subject of any such notice. CLAUSE 9: CONDITIONS PRECEDENT Notwithstanding anything to the contrary herein contained or implied, it is expressly agreed and declared that the following conditions precedent shall be fulfilled prior to Closing:

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a)

The Purchaser having paid the First VRS amount and the Final Payment Amount; the Purchaser having furnished Financial Guarantee and Performance Guarantee;

b)

CLAUSE 10: CLOSING OF THE TRANSACTION 10.1 The Closing shall take place only after each of the Conditions Precedent are duly complied with by the Purchaser to the satisfaction of the Seller including the payment of all monies contemplated herein. In this regard, it is agreed that upon fulfilment of each of the Conditions Precedent, the Parties shall undertake such steps as may be required to achieve Closing. On or before the Closing Date, the Seller shall execute such deeds and documents and undertake all such acts and omissions as may be reasonably required by the Purchaser for effecting and evidencing Sale of the Unit.

10.2

10.3 On or before the Closing Date, each Party shall hand over a signed letter to the other Party that all the representations and warranties made hereunder are true on the Closing Date. 10.4 The Seller shall cooperate with the Purchaser and execute all such documents including power of attorney(s), if required, and do such further acts that may be necessary for perfecting the title of the Purchaser in the Unit or any of the Assets acquired by the Purchaser. CLAUSE 11: BID SECURITY AND PERFORMANCE GUARANTEE 11.1 (i) BID SECURITY The Bid Security of the Purchaser (the Bid Security) shall be refunded within 30 days from the Closing Date. The entire Bid Security shall be forfeited in the following cases: 1. In case the Purchaser fails to pay any amount as per the Payment Mechanism in Clause 3, or

(ii)

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2. 3.

If the Purchaser is disqualified as per the terms of the RFP, or In case the Purchaser fails to deposit Financial Guarantee in accordance with Clause 11.2.

11.2

FINANCIAL GUARANTEE FOR BALANCE 75% OF BID AMOUNT

a. The Purchaser confirms having the Financial Guarantee in favour of UPSSCL, the details of which are as under: Bank Guarantee No . Dated for Rs. .. issued by . (Bank) valid upto b. In the event of Purchaser defaulting in payment at any stage or committing a breach of any terms and conditions of this Agreement, the Financial Guarantee shall be invoked without any prior intimation to the Purchaser. c. The Financial Guarantee shall be released within 10 days of payment of all dues by the Purchaser under this Agreement. 11.3 (i) PERFORMANCE GUARANTEE The Purchaser should submit Performance Guarantee within 45 days of the signing date. The Performance Guarantee should be equivalent to Rs. 5.00 crores (Rupees five crores only), to be initially valid for 18 months from the Signing date, in favour of the Seller in the form of single or multiple bank guarantees issued by scheduled commercial bank. The Purchaser agrees that the Seller shall have unconditional and irrevocable right to invoke the Performance Guarantees in the events of the Purchaser failing to implement Second VRS or does not comply with the Consortium related covenants. The Performance Guarantees shall be released within thirty days after implementation of Second VRS and satisfactory compliance of Consortium related Covenants.

(ii)

(iii)

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CLAUSE 12: PAYMENT OF TAXES AND STAMP DUTY 12.1 The Purchaser shall, save as herein expressly provided, bear, pay and discharge all assessments, rents, rates, taxes, outgoing and impositions of whatsoever nature relating or pertaining to the operations and activities of the Unit pertaining to the period after the Signing Date. The Purchaser shall be liable and responsible for all obligations or liabilities arising from or in respect of the operations and activities of the Unit of the Seller after the Signing Date. The Purchaser shall bear, pay and discharge all liabilities, obligations, assessments, rents, rates, taxes, outgoings and impositions of whatsoever nature relating or pertaining to the operations and activities of the after the Signing Date. Save and except as herein otherwise provided, the Purchaser shall bear and pay the stamp duty, registration charges and sales tax or any other applicable tax, if any payable, on or in respect of the Transfer of the Unit. Capital Gains tax, if any, payable in connection with the Transfer contemplated under this Agreement, shall be borne by the Seller.

12.2

12.3

12.4

CLAUSE 13: OBLIGATIONS POST SIGNING DATE 13.1 The Parties agree that within a period of ninety (90) days from the Signing Date or such other extended period as the Parties may agree, the Seller and Purchaser shall fulfil the following conditions as applicable to them:

13.1.1 Letters to debtors The Seller and the Purchaser shall advise each of the parties from whom sums, which form part of book debts and advances, are due and receivable, to pay such sums directly and only to the Purchaser after Signing Date. 13.1.2 Letters to creditors The Seller and the Purchaser shall advise each of the parties to whom sums, which are expressly provided for in the Certain Liabilities, are payable that such sums shall be payable by the Purchaser after the Signing Date to the exclusion of the Seller.

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13.1.3 Licenses and Permits The Seller shall provide all assistance as may be required by the Purchaser to obtain all Permits that are not capable of being transferred along with the Unit. 13.2 The Seller agrees with the Purchaser to provide all reasonable assistance, cooperation and support including declarations, forms, documents etc. to enable the Purchaser to adequately deal with all litigation, tax claims, proceedings, assessments etc. Any requests by the Purchaser for access to any of the books of account, records and files in respect of the Unit, shall be made by giving the Seller written notice of 7 (seven) days . The Seller shall ensure that all monies received by it after the Signing Date towards repayment of any book debts or advances granted by it to any person are received by it only for and on behalf of the Purchaser and that the same shall be transferred to the Purchaser immediately. The Seller shall cooperate with the Purchaser in providing all information, documents and support as may be desired for defending the pending litigation matters transferred to the Purchaser under this Agreement.

13.3

13.4

CLAUSE 14: REPRESENTATIONS AND WARRANTIES 14.1 The Seller represents and warrants to the Purchaser as under: (a) That it is legally competent to enter into and has the full right, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and that this Agreement is valid and legally binding on it and is enforceable against it in accordance with terms contained hereof. All necessary Approvals and Intimations that are required to be obtained from or made to any Person, before execution, delivery and performance of its obligations hereunder have been duly obtained/ made before the Signing Date. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by its committee of management and / or shareholders and all necessary action with regard to the same has been duly complied with and the copy of such

(b)

(c)

Page 27

resolutions / authorisations provided by it to the Purchaser along with execution hereof are true and complete; (d) The execution, delivery and performance by it of this Agreement does not and will not: (i) (ii) violate any of the provisions of its constitutional documents; breach or result in a default of any agreement entered into by it or of any contract, agreement, instrument or document to which it is a party or by which it or its assets are bound; breach or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental authority or violate any Law applicable to it, its business or assets; except as provided herein, require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any Person or entity.

(iii)

(iv)

(e)

Save and except what is expressly stated herein, neither the Seller nor any of its agents, employees, attorneys, representatives, directors, or officers have made any representations or warranties regarding the Unit of any kind or nature whatsoever including without limitation on any matter pertaining thereto including its Assets, Liabilities or Employees.

14.2

The Purchaser represents and warrants to the Seller as follows: (a) That it is legally competent to enter into and has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that this Agreement is valid and legally binding on it and is enforceable against it in accordance with terms contained thereof. All necessary Approvals and Intimations that are required to be obtained from or made to any Person, before execution, delivery and performance of its obligations hereunder have been duly obtained/ made before the Signing Date.

(b)

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(c)

The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by its board of directors and all necessary corporate action with regard to the same has been duly complied with and the copy of such board resolutions provided by it to the other Party along-with execution hereof are true and complete; The execution, delivery and performance by it of this Agreement do not and will not: (i) violate any of the provisions of its constitutional documents; (ii) breach or result in a default of any agreement entered into by it or of any contract, agreement, instrument or document to which it is a party or by which it or its assets are bound; breach or otherwise violate any order, writ, judgment, injunction or decree issued by any governmental authority or violate any Law applicable to it, its business or assets; except as provided herein, require any consent, authorization, approval, exemption or other action by, or any filing, registration or qualification with, any Person or entity.

(d)

(iii)

(iv)

(e)

It has not filed for bankruptcy or has been involved in any bankruptcy, liquidation or winding up proceeding whatsoever; The Purchaser has reviewed the information made available to it in the Data Room and has also conducted a detailed on-site visit of the Unit .; The Purchaser has reviewed the Guidelines for Selection of Consultants/Advisors, Developers for PPP Projects and Private Partners for Disinvestments issued by the Department of Infrastructure Development, Government of Uttar Pradesh and represents that the Purchaser is duly qualified in terms thereof.
Nothing herein contained shall prevent the Purchaser from mortgaging / hypothecating any Assets of the Unit with any scheduled bank registered with the Reserve Bank of India/international bank or financial institution (Purchasers Lender) as security for any financial arrangement/facility made available by
Page 29

(f)

(g)

14.3

such bank/institution/lender to the Purchaser after Closing Date. The Purchaser expressly agrees and hereby undertakes not to transfer the unit prior to implementation of Second VRS.

CLAUSE 15: INDEMNITY 15.1 The Purchaser agrees to indemnify, defend and hold the Seller, its officers, Advisors, agents and employees harmless from and against any Damages that the Seller may suffer, sustain, incur or become subject to, arising out of or due to: (a) the material breach of any representation, warranty of the Purchaser in this Agreement; (b) the material non-fulfilment of any covenant, agreement or other obligation of the Purchaser under this Agreement; (c) any material noncompliance by the Purchaser with any Law, corporate or regulatory requirement, which may be applicable to the Transfer of the Unit; (d) any Certain Liability.

CLAUSE 16: TERMINATION AND CONSEQUENCES OF TERMINATION AND VACATION OF PREMISES (i) The Seller shall be entitled to terminate this Agreement in case of occurrence of any of the following events, if such defect / breach is not cured by the Purchaser within 30 days of notice from the Seller: (a) (b) (c) in case of the Purchaser not paying the First VRS amount, the Final Payment Amount or not furnishing the Performance Guarantee; in case of any material breach of this Agreement by the Purchaser; in case of any material breach of any representation or warranty, covenant, agreement and / or other obligation of the Purchaser under this Agreement; in case of institution of bankruptcy or insolvency or other similar proceedings against the Purchaser which has an effect on the ability of the Purchaser to perform its obligations under this Agreement; in case the Purchaser is a Consortium (i) institution of bankruptcy or insolvency or other similar proceedings against any member of the Consortium which has an effect on the ability of the Purchaser to perform its obligations under this Agreement, or (ii) the constitution of the Consortium is altered in a manner otherwise than in accordance with this Agreement;

(d)

(e)

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(ii)

In case the Agreement is terminated in terms of Clause 16.1(i), the Purchaser shall return the possession of the Unit to the Seller as far as possible in its original condition within 3 days of issuance of notice for termination of this Agreement failing which the Purchaser shall be deemed to be in illegal possession of the Unit. In case the Agreement is terminated in terms of Clause 16.1(i), the Seller may in addition to termination and without prejudice to any other rights and remedies that the Seller may have, invoke the Financial Guarantee and forfeit the amounts already received (including the Initial Payment Amount and First VRS amount) which the Purchaser acknowledges would be a genuine pre-estimate of losses and damages suffered by the Seller. The Seller shall also be free to Transfer the Unit to such third party purchaser, eligible under the competitive bidding process. In case the Transfer contemplated in this Agreement cannot be consummated on account of any judgement, order or direction of court, tribunal, quasi-judicial or statutory authority or change in Law, the Parties would be entitled to terminate this Agreement by mutual consent. In such a case, the Purchaser will forthwith hand over the possession of the Unit to the Seller as far as possible in its original condition and the Seller shall refund all the monies and release the Bid Security, Financial Guarantee and Performance Guarantee received from the Purchaser in terms of this Agreement.

(iii)

16.2

CLAUSE 17: CONFIDENTIALITY 17.1 Treatment of Confidential Information: During the term of this Agreement, and for a period of (1) one year following the termination thereof, the Purchaser shall and shall cause its Associates to, keep confidential and shall not disclose, and shall cause its Associates not to disclose, to third parties the Confidential Information received from, or made available by the Seller in the course of the transactions contemplated hereby, and shall not use and shall cause its Associates not to use such Confidential Information for any purpose other than the performance of its obligations under this Agreement. On termination of this Agreement for any reason, all documents, memoranda, notes and other writings whatsoever prepared by the Purchaser which contain the Confidential Information shall be returned to the Seller. Notice Prior to Disclosure: If the Purchaser (or its Associate) is requested or required (by oral questions, interrogatories, requests for information or

17.2

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documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the Purchaser shall promptly notify the Seller of such request or requirement so that the Seller may seek an appropriate protective order or waive compliance with the provisions of this Clause. 17.3 Agreements Confidential: The terms and conditions of this Agreement, and all Annexes Exhibits, Schedules, attachments and amendments hereto and thereto shall be considered Confidential Information protected under this Clause17. The Purchaser shall not, issue any press releases or public announcements concerning this Agreement or its subject matter without the prior written consent of the Seller.

CLAUSE 18: DISPUTE RESOLUTION 18.1 If any dispute or difference arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, termination, implementation or alleged breach of any provision of this Agreement or regarding any question relating hereto the Parties hereto shall endeavour to settle such dispute or difference amicably. In the event that they are unable to agree to an amicable solution to the dispute or difference the Parties hereto shall refer such dispute or difference for arbitration as per Clause 18.2 hereunder. Upon failure to amicably settle (as provided under Clause 18.1 within a period of 30 Business Days from raising of the dispute or difference, the dispute or difference shall be referred to a sole arbitrators to be appointed with mutual consent. In the event the Parties fail to reach a consensus on the appointment of such sole arbitrator within 30 days of a dispute being raised by any Party, each Party would have a right to nominate one arbitrator each and such nominated arbitrators would thereafter appoint the presiding arbitrator. The arbitration proceedings shall be held in accordance with the Arbitration and Conciliation Act, 1996. The place of the arbitration shall be [Lucknow]. The proceedings of arbitration shall be in the English language.

18.2

18.3

18.4 18.5

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18.6

The arbitral award shall be substantiated in writing and the arbitral tribunal shall also have the right to decide on the costs of arbitration proceedings.

CLAUSE 19: MISCELLANEOUS 19.1 CONDITIONS FOR CHANGE IN A CONSORTIUM (applicable only if the Purchaser is a Consortium) In case the Purchaser is a Consortium, the Parties hereby agree and undertake as follows: i. The Lead member of the Consortium shall maintain at least 51% of the interest in the Consortium for a period of 1 year from the Closing Date. The other members of the consortium will maintain at least 10% of the interest in the Consortium for said period of 1 year. The composition of the Consortium (including addition of new member) shall not be altered for a period of 1 year from the Closing Date. . However, inter-se change in shareholding among the members is permissible subject to the Lead Member maintaining 51% stake during the said period. The members of the Consortium have submitted an undertaking to the Seller clearly agreeing that each of the members shall be jointly and severally liable for all the obligations of the Purchaser in this Agreement. In confirmation of the foregoing, all the members of the Consortium have signed this Agreement. Expenses Save as expressly provided herein, and the RFP, each Party will bear the legal, accounting and other expenses incurred by such Party in connection with the negotiation, preparation and execution of this Agreement. 19.3 Assignment Purchaser shall have no right to transfer/assign this Agreement or any right, interest or obligation hereunder to any person before execution of Sale Deed in respect of Unit. 19.4 No Waiver The failure of a Party at any time to require observance or performance by any other Party of any of the provisions of this Agreement shall in no way affect the

ii.

iii.

19.2

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first stated Partys right to require such observance or performance at any time thereafter and shall not amount to waiver by the first stated Party of its rights. 19.5 Amendments This Agreement may be amended only in writing signed by both the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. 19.6 Counterparts This Agreement would be executed in two (2) originals, each of which, when so executed, shall be deemed an original, but both of which shall constitute but one and the same instrument. 19.7 Entire Agreement This Agreement, together with the other agreements referred to herein and the schedules and exhibits attached hereto, contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. 19.8 Public Announcements Upon execution hereof, the Parties shall jointly plan any disclosures about the transaction contemplated herein to the public, in good faith, except any disclosures as may be required under Law, or in the case of the Seller, to Employees and other third parties affected by this transaction. 19.9 Further Assurances (a) The Parties shall from time to time do and perform such additional acts and execute and deliver such additional documents and instruments as may be required by applicable governmental rules or reasonably requested by any Party to establish, maintain or protect its rights, interests or remedies or to effect the intents and purposes of this Agreement.

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(b)

Except to the extent required by Law, the Purchaser and the Seller, shall not, at any time, disclose or make public any Confidential Information.

19.10 Remedies under this Agreement Each Party hereto agree that any remedy or right conferred upon either Party for breach hereof shall be in addition to and without prejudice to all other rights and remedies available to it, whether under the Applicable Laws or otherwise. 19.11 Notices Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (a) (b) shall be in writing; shall be sent by messenger, certified or registered mail or a reliable express delivery service, charges prepaid as applicable, to the appropriate address(es) set forth below, or to such other addresses as any Party may inform, in writing, to the other Party by giving five Business Days prior notice: Purchaser [___] Seller: [___] (c) shall be deemed to have been given on the date of receipt by the addressee (or, if the date of receipt is not a Business Day, on the first Business Day after the date of receipt), as evidenced by a receipt executed by the addressee (or a responsible person in his or her office), or the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, or express delivery service.

19.12 Severability Any provision of this Agreement which is found to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining portions hereof

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or affecting the validity or enforceability of such provision in any other jurisdiction. 19.13 Survival The obligation of the Parties relating to Confidentiality and Indemnification obligations as per Clause 17 and 15 respectively of this Agreement shall survive termination or expiry of this Agreement, as the case may be. 19.15 Governing Law This Agreement shall be a contract under the laws of India and for all purposes shall be governed by and construed and enforced in accordance with the laws of India. 19.16 Jurisdiction This Agreement shall be subject to the exclusive jurisdiction of the Courts at Lucknow only, 19.17 Period of Agreement This Agreement shall be valid till Closing which shall not be later than 12 months from the Signing Date.

IN WITNESS WHEREOF this Agreement has been executed on the date and year first above written. [Name of Seller] _________________________________ _________________________________ Name: Designation: Name: Designation: [Name of Purchaser]

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CONSENTING PARTIES in pursuance of Clause 19.1 (In case of Consortium)

[Name of Lead Member] _________________________________ Name: Designation: [Name of Other Member] _________________________________ Name: Designation: (In case of Associate or Group Company) [Name of Associate / Group Company] _________________________________ Name: Designation:

[Name of Other Member] _________________________________ Name: Designation:

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Schedule I (List of Fixed Assets including Lands) ----------space intentionally left blank---------Lands

Other Fixed Assets : As per the fixed assets register maintained at Unit Level.

Page 38

Schedule II (List of Employees)

Page 39

Schedule III (List of Permits) Name of the Act under which licence is granted Factories Act 1948 Name of the Licence Licence issuing Authority Licence No/Date Validity Status

Factory Licence

The Arms Rules 1962 Water (Prevention and Control of Pollution) Act 1974 and Rules made there under.

Sulphur Storage Licence Water Pollution Consent for Sugar Unit Uttar Pradesh Pollution Control Board Lucknow. Air Pollution Consent for Sugar Unit Uttar Pradesh Pollution Control Board Lucknow. Manufacturin g of Sugar

DEPUTY DIRECTOR, FACTORIES, UTTAR PRADESH, []ZONE, [] DISTRICT MAGISTRATE, [], UTTAR PRADESH Uttar Pradesh Pollution Control Board, Lucknow

Air (Prevention and Control of Pollution) Act 1981 and Rules made there under. Industries(Devel opment & Regulation)Act,1 951

Uttar Pradesh Pollution Control Board, Lucknow

Officer on Special Duty, Secretariat for Industrial Approvals, Govt. of India, Ministry of Industry, Deptt. of Industrial Policy & Promotion

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Rule 9,Central Excise Rules 2002 The Uttar Pradesh Trade Tax Act 1956.

Central Sales Tax Act 1948 Income Tax Act 1961 & Income Tax Rules 1962

Central Excise Registration Certificate Trade Tax Registration under Uttar Pradesh Trade Tax Act 1956 Trade Tax Registration under CST

Deputy Commissioner of Central Excise Deputy Commissioner Trade Tax, []

Deputy Commissioner Trade Tax, [] Deputy Commissioner of Income Tax NSDL Mumbai

Income Tax Permanent Account Number (PAN) Income Tax Act Income Tax 1961 Deduction & Income Tax Account No Rules 1962 (TAN) SugarUnit Finance Act Certificate of 1994 Registration read with Service for collecting Tax Rules 1994 Service Tax on G.T.A. Uttar Pradesh Cane Sugar Cane Crushing (Regulation of Licence Supply and Purchase Act 1982)

Superintendent Central Excise Range [] Secretary Industry (Sugar) U.P. Government

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Schedule IV (Details of First VRS)

SAILENT FEATURES OF V.R.S. AS PER G.O.NO. 1420SC/18-2-2008-345/95TC dt 18-072008, 2199SC/18-2-2008-345/95TC dt. 22-07-08 & 2200SC/18-2-2008-345/95TC dt. 22-07-08 1. This Scheme is applicable to all the Wage Board Permanent / Seasonal employees/workers and employees/officers of Centralized Services who have been permanently appointed at the Unit. 2. The following benefits shall be admissible to the employee who opted VRS:a) Amount lying in P.F. account of the employee. b) Encashment of earned leave lying in the account of the employees as per rules.. c) Gratuity payable to the employees as per Payment of Gratuity Act. d) As per terms and conditions of applicable service rules amount payable to the employees in lieu of notice for 01 month or 03 months as the case may be. e) Each permanent / seasonal employee who opted VRS will be entitled to get Compensation as under :i. PERMANENT EMPLOYEE:Amount equivalent to one and half month salary at a time of VRS for every completed year of service. (Salary means basic salary plus D.A.). OR At the time of VRS, amount of salary payable to the employees for remaining period of service. Whichever is less. ii. SEASONAL EMPLOYEES :Amount equivalent to 22 Days salary for every completed Crushing Season of service. (Salary means basic salary plus D.A.). OR At the time of VRS, amount equivalent to 15 Days salary payable to the employees for remaining period of service. Whichever is less. 3. For computation of amount of compensation period of one month shall be equivalent 30 days. 4. In addition, retired employee and his family shall be entitled for traveling allowance as per entitlement up to the place of permanent residence.

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