[Chatta Sugar Company Limited] AND [___]

SLUMP SALE AGREEMENT

Contents CLAUSE 1: DEFINITIONS AND INTERPRETATIONS ................................................................ 5 CLAUSE 2: TRANSFER OF UNIT ........................................................................................... 12 CLAUSE 3: PAYMENT OF MONIES ...................................................................................... 14 CLAUSE 4: LIABILITIES AND EXCLUDED LIABILITIES ........................................................... 17 CLAUSE 5: ASSETS ............................................................................................................. 17 CLAUSE 6: SERVICE CONDITIONS FOR THE EMPLOYEES .................................................... 17 CLAUSE 7: VRS PROCESS AND OTHER SERVICE CONDITIONS ............................................ 18 CLAUSE 8: POSSESSION OF THE UNIT ................................................................................ 19 CLAUSE 9: CONDITIONS PRECEDENT ................................................................................. 19 CLAUSE 10: CLOSING OF THE TRANSACTION..................................................................... 19 CLAUSE 11: BID SECURITY.................................................................................................. 20 CLAUSE 12: PAYMENT OF TAXES AND STAMP DUTY ......................................................... 20 CLAUSE 13: OBLIGATIONS POST SIGNING DATE ................................................................ 21 CLAUSE 14: REPRESENTATIONS AND WARRANTIES .......................................................... 22 CLAUSE 15: INDEMNITY..................................................................................................... 25 CLAUSE 16: TERMINATION AND CONSEQUENCES OF TERMINATION AND VACATION OF PREMISES .......................................................................................................................... 25 CLAUSE 17: CONFIDENTIALITY .......................................................................................... 26 CLAUSE 18: DISPUTE RESOLUTION .................................................................................... 27 CLAUSE 19: MISCELLANEOUS ............................................................................................ 28

SCHEDULES SCHEDULE - 1 SCHEDULE - 2 SCHEDULE - 3 LIST OF FIXED ASSETS INCLUDING LAND LIST OF PERMITS GOUP VRS POLICY

AGREEMENT This SLUMP SALE AGREEMENT is made and entered into at [__ day of __, 2011], _] on this the [

BY AND BETWEEN [Chatta Sugar Company Limited], wholly owned subsidiary of Uttar Pradesh State Sugar Corporation Limited (UPSSCL), a Government Company incorporated under the Companies Act, 1956 and having its registered office at [_____], (hereinafter referred to as the Seller or CSCL which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business), of the FIRST PART, AND [___] 1, a [company incorporated under the Companies Act, 1956] and having its registered office at[___] 2, (hereinafter referred to as the Purchaser which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business), of the SECOND PART. AND [___] 3, a [company incorporated under the Companies Act, 1956] and having its registered office at[___], (hereinafter referred to as the Selected Bidder which expression shall, unless repugnant to the context or meaning thereof, include its successor or successors in business), of the THIRD PART. (Applicable only in case the Selected Bidder forms an SPV for undertaking this Transaction) The Seller, the Purchaser and the Selected Bidder are hereinafter called collectively as Parties and individually as Party WHEREAS, the Seller, being a Government Company, is the owner of the Chhata Sugar Unit (hereinafter referred to as the Unit);

1 2

Please insert name of Purchaser (SPV) Please insert registered office address of the Purchaser 3 Please insert the name of the Selected Bidder
Page 3

AND WHEREAS, pursuant to the G.O. No. ..dated . (Government Order), the Seller intends to sell its Units via slump sale through the competitive bidding process and had invited Request For Qualification from interested parties in terms of the RFQ issued on , (RFQ) and the Request For Proposal issued on . as modified from time to time (RFP); (For Sole Applicant )* AND WHEREAS, The Selected Bidder being interested in purchasing the Unitsubmitted its Request For Qualification and Request for Proposal as Sole Applicant; (For Consortium)* AND WHEREAS, The Consortium consisting[ ]and [ ]with [ ] as its Lead member, being interested in purchasing the Unit submitted its Request For Qualification and 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 the 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 Selected Bidder 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)
Page 4

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

AND WHEREAS, after evaluating all the proposals received by the Seller from interested parties, the Seller qualified the Selected Bidder and accepted the proposal submitted by the Selected Bidder to purchase and legally and beneficially own the Unit on asis whereis basis for the consideration and upon the terms and conditions set out hereinafter; AND WHEREAS, the Selected Bidder has formed the Special Purpose Vehicle (SPV) in the form of a Company in the name of --------------- having its registered office at ................ to purchase the Unit on behalf of the Selected Bidder, and the Seller has approved the same. The said SPV, being the Purchaser under these Presents is entitled to enter into this Slump Sale Agreement as per provisions of the RFP and the Selected Bidder has agreed to be a party to these Presents, as a confirming party; (Applicable in case the Selected Bidder forms an SPV)

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:

Page 5

Accounting Advisor means Independent auditor appointed by UPSSCL to determine the Adjustment to the Bid Amount; 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 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 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. [_____]; 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 CSCL in Lucknow; Certain Liabilities mean the liabilities, debts and other obligations in respect of the Unit including contingent liabilities of the 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, whichever is later, which date shall not be later than 12 (twelve) months from the Signing Date; Closing means completion of the Transaction with the execution of Sale Deed contemplated in this Agreement on the Closing Date;

Page 6

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 information that is generally available to the public or which is already in the knowledge of the Selected Bidder, Purchaser, their Group Company(ies) or Associate(s) or 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 Assets 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 of the Seller. However Bank/Post Office Deposits (cash equivalents), which are encumbered would be transferred in accordance with the RFP; Current Liabilities shall mean current liabilities of the Unit.; 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; 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

Page 7

possession, 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 Closing Date which are being retained/ settled by the Seller as described below; 1. Cane dues 2. Labour and Employees Dues: All the dues payable to labour and employees till the Closing Date will be settled by CSCL. 3. Head Office Account: All remittances given to the Unit by H.O (CSCL) and shown as H.O accounts in the book of the Unit will be retained by CSCL. 4. Inter Unit / Subsidiary Account: To be settled before transfer. 5. Cash Credit Limit (including interest thereon): All the working capital borrowings of the Unit from the Banks will be settled by CSCL before Signing of the Slump Sale Agreement. 6. SDF Loan: To be settled by the CSCL before transfer 7. Contingent Liabilities in respect of difference of Cane Purchase price @ Rs 15/for the Crushing Season 2007-08, if applicable. 8. Current Liabilities towards suppliers & contractors dues Note: Inter-Unit Account/Subsidiary Account/Account on behalf of ex-owners: The Purchaser shall not have any right to claim or obligation to pay Inter-Unit Account/Subsidiary Account/Account on behalf of ex-owners Any other liability quantified or non-quantified other than those mentioned above will, be the responsibility of and be borne by the Purchaser. Final Payment Amount shall be the amount arrived at as per the formula provided in Clause 3.3(d); Fixed Assets shall mean all fixed assets of the Unit including Lands (including freehold / leasehold land), buildings, fixed & loose plant and 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 Selected Bidder, a Person who controls, is controlled by, or is under the common control with the Selected Bidder (including any member of the Consortium where the Selected Bidder 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
Page 8

50% (fifty per cent) of the voting shares of such person, and with respect to a person which is not a company or 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 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, by-laws or otherwise. Liabilities shall mean all the liabilities on account of borrowings by the Seller, 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; 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;

Page 9

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 . 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 Clause 3 of 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 limited to sales tax, income tax, registration charges, etc.; Transaction means sale of Chhata sugar mill of CSCL on as is where is basis via Slump Sale of assets of Unit at Purchase Price; Transaction Development Cost or TDC shall mean all the fees paid and payable by CSCL to Advisors/Legal Advisors, Accounting Advisors, Valuers and other related expenses in the process, which shall be reimbursed by the Purchaser to CSCL within 15 days of the Intimation Date. Transfer/ Sale shall mean and include sale, transfer, assignment, conveyance or the like, and the cognate expressions thereof (such as Transferred/ Sold) would be construed accordingly;

Page 10

Unit means Chhata Sugar Unit situated at ___________________________________________, Uttar Pradesh belonging to CSCL. 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 in accordance with this Agreement. VRS Payment Date shall mean the date as provided in Clause 3.2 on which date the VRS amount shall be paid by the Purchaser to the Seller ; Wage Board Employees shall mean employees working in the Units whose services are governed by the Wage Board. 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, Schedules 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;
Page 11

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; 1.2.9 where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings; 1.2.10 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 RFQ and RFP, as the case may be. 1.2.13 In case of conflict of provisions of this Agreement and RFQ and RFP, provisions of this Agreement shall prevail. 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

Page 12

interest of the Seller in and to the Unit, together with all Assets and Liabilities except Excluded Liabilities on as is where is basis. 2.2 It is clearly understood between the Parties that the sale of the Unit is as a NonOperating / Closed Unit. The Parties agree that the Seller shall Transfer the Possession of the Unit to the Purchaser on the Closing 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. 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 responsibility for the same. The Parties acknowledge and agree that the Transaction will constitute an outright slump sale of the Unit as an inseparable whole on as is where is basis for a consideration of the 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 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. 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 Signing 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:

2.3

2.4

2.5

2.6

2.7

2.8

Page 13

a)

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

b) c)

2.9

All the Employees of the Unit (Wage Board Employees of the Unit) as on the Signing Date will be deemed to remain employees of the unit even after the transfer of all the Assets of the Unit to Purchaser. The Purchaser agrees that it shall maintain separate Books and Records with respect to the Unit from the Signing Date till the Closing Date.

2.10

.2.11 Inter Unit Account and Subsidiary Account should be treated as settled after the Signing date. The Purchaser shall not have right to 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 CSCL and Subsidiary Account means accounts relating transactions between a unit of CSCL and a unit of UP State Sugar Corportion Ltd. (UPSSC) or 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 within 15 days of the Intimation Date to the Seller.
Page 14

b)

The amount of TDC as estimated by the Seller shall be intimated to the Purchaser within 7 days of the Intimation Date.. Upon receipt of the Initial Payment Amount by the Seller the Parties have executed this Slump Sale Agreement.

c)

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 VRS, determined as per Clause 6, within 36 days from the Intimation Date to CSCL (VRS Payment Date). The Seller shall intimate the amount of VRS payment to the Purchaser as the Second Installment amount, at least 03 days before the VRS Payment Date.

b)

3.3

Final Payment: a) The Purchaser shall pay the Final Payment Amount within sixty (60) days from the Intimation 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 not be beyond 105 days from the Intimation Date (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 its 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. If the Final Payment Due Date is extended as above, the Purchaser shall pay interest for such extended period, that is, from 61st day till the

b)

c)

Page 15

Extended Final Payment Due Date @ 12% per annum. The interest will have to be paid with the Final Payment. d) Accordingly, the Final Payment Amount shall be calculated in the following manner: Final Payment Amount = 75% of Bid Amount - Bid Security + Net Working Capital Adjustment Amount + Applicable Interest @12% per annum for the period from 61st day till the date of Final Payment (if applicable).

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 being transferred (excluding Stock) on Signing Date Current Assets being transferred (excluding Stock) as on December 31, 2010) + (Stock Value on Signing Date Stock Value as on December 31, 2010) (Current Liabilities being transferred on Signing Date Current Liabilities being transferred as on December 31, 2010)] 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 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 CSCL so decides. b. The Purchaser shall also pay Damages to the Unit as estimated by CSCL.

Page 16

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. CLAUSE 5: ASSETS 5.1 It is agreed that the Seller shall not transfer any of the cash and bank balances including cash equivalents and molasses fund pertaining to the Unit. However it is agreed that, any tied up deposits pertaining to the Unit including balances in respect of the contingent liabilities shall be transferred to the Purchaser. 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 Wage Board Employees

The Wage Board Employees shall have following options: 1. Voluntary Retirement Scheme (VRS) The Wage Board Employees of the Unit may opt for voluntary retirement. The term of VRS offered to them shall not be inferior to the then prevailing VRS policy of GoUP according to their years of service performed/remaining. The detail of VRS policy which has been announced by CSCL is provided in Schedule 2 of this Agreement. The Wage Board Employees of the Unit, who have opted for VRS, shall not be transferred to the Purchaser. 2. Continue employment with the Unit under new management of the Purchaser: The remaining Wage Board Employees of the Unit, who have not opted for VRS, shall continue their service with the Unit on the following conditions:

Page 17

i.

ii.

Wage Board Employees shall be entitled to continue on existing service conditions with full retirement benefits from the date of initial joining in the CSCL/UPSSCL/Unit. The Wage Board Employees shall be given the benefits of number of years of services performed in CSCL/UPSSCL/Unit, for calculation of all benefits including retirement benefits and VRS.

6.2

Centralized Service Staff

The centralized service staff deputed at the Unit shall be transferred to Head office of CSCL on or before the Closing Date. CLAUSE 7: VRS PROCESS AND OTHER SERVICE CONDITIONS 7.1 CSCL shall facilitate the issuance of the VRS to the Wage Board Employees in the following steps: 1. The VRS has been announced by CSCL for Wage Board Staff prior to the Signing Date and a period of 7 days have been provided to the employees for accepting the VRS; 2. On expiry of 7 days, VRS option shall be closed, which has taken place prior to the Signing Date; 3. On the date of the closure of the VRS option, the selected Bidder/ Purchaser have been informed about the number of employees opting for VRS. This intimation has been given within 07 days of Intimation Date; 4. VRS Amount has been computed by CSCL within 21 days from the Intimation Date; 5. The payment of the VRS amount shall be made by the Purchaser to the CSCL on the VRS Payment Date. 6. The disbursement of the VRS amount by CSCL to the Employees shall be made within 21 days of the VRS Payment Date. 7.2 Provident Fund (PF) and Gratuity

Regarding the employees of the Wage Board appointed by the Unit, their PF records are maintained by Regional Provident Fund Commissioner (RPFC) and their contribution is sent to the RPFC.

Page 18

The Gratuity will be payable by the Purchaser as and when it becomes due and payable to the Employees for their full length of services. CLAUSE 8: POSSESSION OF THE UNIT 8.1 It is hereby agreed between the Parties that the Seller shall handover the possession of the Unit after receipt of full payment including all the costs and expenses due and payable to the Seller. 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 shall use its reasonable efforts to prevent or promptly remedy any matter which is or would be the subject of any such notice.

8.2

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: a) The Purchaser having paid the Final Payment Amount.

CLAUSE 10: CLOSING OF THE TRANSACTION 10.1 The Closing shall take place only after 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 the Conditions Precedent, the Parties shall undertake such steps as may be required to achieve Closing.

Page 19

10.2

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.

10.3 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 11.1 (i) BID SECURITY The Bid Security of the Purchaser (the Bid Security) shall be adjusted in the Final Payment amount. 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 If the Purchaser is disqualified as per the terms of the RFP.

(ii)

2.

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 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 activities of the Unit of the Seller after the Signing Date.

Page 20

12.2

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 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.

12.3

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. 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

Page 21

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 . 13.3 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.

13.4

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 herein. 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 resolutions / authorisations provided by it to the Purchaser along with execution hereof are true and complete;

(b)

(c)

Page 22

(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; (iii) 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; (iv) 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.

(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)

Page 23

(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; (iii) 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; (iv) 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)

(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.

(f)

(g)

14.3

Selected Bidders obligations:

Page 24

The Selected Bidder, by joining as a Confirming Party to this Agreement, undertakes and confirms that as the Selected Bidder it shall continue to be liable to the Seller till all the terms and conditions of this Agreement and the RFP are fulfilled to the entire satisfaction of the Seller. 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 16.1 (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) 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

(c)

(d)

Page 25

Consortium is altered in a manner otherwise than in accordance with this Agreement and the RFP; (ii) 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, forfeit the amounts already received (including the Initial Payment Amount) which the Purchaser acknowledges would be a genuine pre-estimate of losses and damages suffered by the Seller. 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 Seller shall refund all the monies received from the Purchaser in terms of this Agreement and release the Bid Security and Purchaser shall return all the assets, documents and benefits arising from this Agreement.

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 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.
Page 26

17.2

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 Clause 17. 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 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 arbitrator 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 and each 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. 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.

18.2

18.3

18.4 18.5 18.6

Page 27

CLAUSE 19: MISCELLANEOUS 19.1 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. 19.1A Conditions for Change in a Consortium (applicable only if the Selected Bidder is a Consortium) In case the Selected Bidder is a Consortium, the Parties hereby agree and undertake as follows: i. The Lead member of the Consortium shall maintain at least 26% of the interest in the Consortium for a period of 1 year from the Closing Date. The other members of the consortium shall maintain at least 10% of the interest in the Consortium for said period of 1 year and which shall not be higher than the stake of the Lead Member during the same period. 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 26% stake and the other members having stake not higher than the stake of the Lead Member 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.

ii.

iii.

19.2

Assignment The 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.

19.3

No Waiver

Page 28

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 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. 19.4 Amendments This Agreement may be amended only in writing signed by all the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. 19.5 Counterparts This Agreement would be executed in three (3) originals, each of which, when so executed, shall be deemed an original, but both of which shall constitute but one and the same instrument. 19.6 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. 19.7 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. 19.8 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
Page 29

requested by any Party to establish, maintain or protect its rights, interests or remedies or to effect the intents and purposes of this Agreement. (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.

19.9

Remedies under this Agreement Each Party hereto agrees that any remedy or right conferred upon each 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.

19.10 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: Seller [___] Purchaser [___]

Selected Bidder [ (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

Page 30

the effect that such addressee refused to claim or accept such communication, if sent by messenger, or express delivery service. 19.11 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 or affecting the validity or enforceability of such provision in any other jurisdiction. 19.12 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. 19.13 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. 19.14 Jurisdiction This Agreement shall be subject to the exclusive jurisdiction of the Courts at Mathura only. 19.15 Period of Agreement This Agreement shall be valid till Closing. 19.16 Notwithstanding anything contained in this Agreement the Transaction under consideration in this Agreement is subject to final decision of Honble Supreme Court to be passed in SLP no. 16362/2010 (Rajiv Kumar Mishra versus State of UP and others).

Page 31

IN WITNESS WHEREOF this Agreement has been executed on the date and year first above written.

[Name of Seller]

[Name of Purchaser]

By the hand By the hand of of_________________________________ _________________________________ Name: Designation: Name: Designation:

CONFIRMING PARTY in pursuance of Clause 14.3

[Name of Selected Bidder]

_________________________________ Name: Designation:

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

[Name of Lead Member]

[Name of Other Member]

_________________________________ Name: Designation: [Name of Other Member]

_________________________________ Name: Designation:

Page 32

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

_________________________________ Name: Designation:

Page 33

Schedule 1 (List of Fixed Assets including Lands freehold and leasehold) ----------space intentionally left blank---------Lands

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

Page 34

Schedule 2 (GoUP VRS Policy) SAILENT FEATURES OF V.R.S. PRSENTLY APPLICABLE 1. This Scheme is applicable as per terms of RFP/RFQ 2. The following benefits shall be admissible to the employee who opts for 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 as 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 Day's 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 Day's 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, to the above the employee and his family shall be entitled for traveling allowance as per entitlement up to the place of permanent residence.

Page 35