Slump Sale Agreement

[Chatta Sugar Company Limited]

AND

[___]

SLUMP SALE AGREEMENT

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

PREMISES .......................................................................................................................... 25CLAUSE 17: CONFIDENTIALITY .......................................................................................... 26CLAUSE 18: DISPUTE RESOLUTION .................................................................................... 27CLAUSE 19: MISCELLANEOUS ............................................................................................ 28

SCHEDULES SCHEDULE - 1 LIST OF FIXED ASSETS INCLUDING LAND SCHEDULE - 2 LIST OF PERMITS

SCHEDULE - 3 GOUP VRS POLICY

AGREEMENT

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

day of __, 2011],

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]

1 Please insert name of Purchaser (SPV) 2 Please insert registered office address of the Purchaser 3 Please insert the name of the Selected Bidder

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”);

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 of

Consortium Member

Percentage shareholding in the

Consortium

(Lead Member)

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)

(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 as–is–where–is 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:

“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;

“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

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

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;

“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;

“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;

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) direct or indirect,

(b) on its own account, or

(c) for or through any other person, and

(d) 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

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 Non-Operating / Closed Unit.

2.3 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.

2.4 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.

2.5 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.

2.6 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 co-

operate 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.

2.7 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.

2.8 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) deliver to the Purchaser all documents and registrations evidencing the

rights of the Seller to the Assets other than Fixed Assets;

b) transfer to the Purchaser the Contracts;

c) 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

2.9 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.

2.10 The Purchaser agrees that it shall maintain separate Books and Records with

respect to the Unit from the Signing Date till the Closing Date.

.2.11 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.

b) The amount of TDC as estimated by the Seller shall be intimated to the

Purchaser within 7 days of the Intimation Date..

c) Upon receipt of the Initial Payment Amount by the Seller the Parties have

executed this Slump Sale Agreement.

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”).

b) 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.

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.

b) 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.

c) 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

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

3.4 Net Working Capital Adjustment Amount

day till the date of Final Payment (if applicable).

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.

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.

5.2 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.

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:

i. 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.

ii. 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.

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.

8.2 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.

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.

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 BID SECURITY

(i) The Bid Security of the Purchaser (the “Bid Security”) shall be adjusted in the

Final Payment amount.

(ii) 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

2. If the Purchaser is disqualified as per the terms of the RFP.

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.

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.

12.3 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.

12.4 Capital Gains tax, if any, payable in connection with the Transfer contemplated

under this Agreement, shall be borne by the Seller.

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, co-

operation 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 .

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.

13.4 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.

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.

(b) 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.

(c) 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;

(d) The execution, delivery and performance by it of this Agreement does

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.

(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.

(b) 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.

(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;

(d) 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.

(e) It has not filed for bankruptcy or has been involved in any bankruptcy,

liquidation or winding up proceeding whatsoever;

(f) 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 .;

(g) 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.

14.3 Selected Bidder’s obligations:

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 non-

compliance 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) in case of any material breach of this Agreement by the Purchaser;

(b) in case of any material breach of any representation or warranty,

covenant, agreement and / or other obligation of the Purchaser under

this Agreement;

(c) 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;

(d) 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 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.

16.2 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.

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.

17.2 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.

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.

18.2 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.

18.3 The arbitration proceedings shall be held in accordance with the Arbitration and

Conciliation Act, 1996.

18.4 The place of the arbitration shall be [Lucknow].

18.5 The proceedings of arbitration shall be in the English language.

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 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.

ii. 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.

iii. 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.

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

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 Party’s 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

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) shall be in writing;

(b) 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

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 Hon’ble Supreme

Court to be passed in SLP no. 16362/2010 (Rajiv Kumar Mishra versus State of UP

and others).

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

[Name of Seller] By the hand of_________________________________ Name: Designation:

[Name of Purchaser] By the hand of _________________________________ 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: Designation:

[Name of Other Member] _________________________________ Name: Designation:

[Name of Other Member]

_________________________________ Name: Designation:

(In case of Associate or Group Company)

[Name of Associate / Group Company] _________________________________ Name: Designation:

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.

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.

Slump Sale Agreement

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Transcript of Slump Sale Agreement