DRAFT

DEED OF LEASE

This indenture made at ________________this_______day of ____________Two

Thousand and _______ Between
_________________________________________________________ hereinafter called “the
Lessors” (which expression shall unless it be repugnant to the subject or context or meaning
thereof mean and include the partners or partner for the time being of the said firm, the
survivors or survivor of them and their heirs, executors, administrators of the last survivor and
their, his or her assigns) of the ONE PART
AND

INDIAN OIL CORPORATION LIMITED, a Government of India Undertaking Company

incorporated under the Companies Act,1956 having its Registered Office at G-9,Ali Yavar Jung
Marg ,Bandra ( East ),Mumbai-400051 represented through its Constituted Attorney
------------------------------------------------,------------------------------------- hereinafter called “the
Lessees” (which expression shall unless it be repugnant to the context or meaning thereof be
deemed to mean and include its successors and permitted assigns) of the OTHER PART

WHEREAS the Lessors are the owners of and as such owners seized and possessed of
or otherwise well and sufficiently entitled to the plot of land measuring
____________________________________________________________________________
____________________________________________________________________________
_________________________________________________ and more particularly described in
the Schedule hereunder written and are entitled to grant a lease of the said land to the Lessees;

AND WHEREAS the Lessors have agreed to demise to the Lessees and the Lessees
have agreed to take from the Lessors lease of the said land for the period at the monthly rent
and upon and subject to the terms and conditions hereinafter reserved and contained.

NOW THIS INDENTURE WITNESSETH that in consideration of the rent hereinafter

reserved and of the covenants and conditions hereinafter contained and on the part of the
Lessees to be paid observed and performed the Lessor hereby demise Unto the Lessees all
and singular the land situated at ______________________________________________and
more particularly described in the Schedule hereunder written and delineated on the plan
thereof hereto annexed and thereon shown surrounded by red coloured boundary line
TOGETHER WITH the service station thereon TO HOLD the premises hereby demised Unto
the Lessees for a term of 30 Years (Thirty years) commencing from the ________ day of
__________________ renewable and determinable as hereinafter provided yielding and paying
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therefore unto the Lessors during the said term monthly and proportionately for, any part of a
month the rent of Rs. _____________________________) with an increment of 10 (ten)%
after every 5 (five) years payable on or before the fifth day of each succeeding month, the
fresh payment to be made on ________________________.

I. THE LESSEES DO HEREBY COVENANT WITH THE LESSORS AS FOLLOWS:

(a) To pay the reserved rent on the days and in the manner aforesaid.

(b) To obtain and renew all necessary license and permits and to pay all license and other
fees and cesses levied in respect of the demised premises by reason of their being used
for storing selling or otherwise carrying on trade in petrol, petroleum products, oil and
kindred motor accessories and other trade or business which may be carried on the
demised premises and to observe and perform all local police and municipal rules and
regulations in connection with such use.

(c) To permit the Lessors and their respective agents duly authorized by them to enter into
and upon the demised premises at all reasonable times and upon giving reasonable
notice of at least 48 hours to the Lessees in that behalf for the purpose of viewing
examining the condition of the demised premises.

(d) The Lessees shall be free to use and the Lessors shall permit the use of the demised
premises for itself and for all its associated concerns. The Lessees shall also be entitled
to use the said demised premised for their agents, sales representatives, distributors,
local dealers, other licensees or representatives, customers and all other authorised
persons.

(e) The Lessees shall be free to assign, transfer, sub-let, underlet, or part with possession of
the same or any part thereof to any person above-named whomsoever it chooses
without the consent of the Lessor.

(f) The Lessees shall be expressly entitled to appoint, remove, re-appoint, change and
substitute any dealers, agents, licensees and other authorized representatives on and in
respect of the demised premises, without the consent of the Lessor.

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 (g) To Indemnify and keep Indemnified the Lessor against all claims, demands, suits,
decrees and awards whatsoever which may be brought or passed against the Lessor by
reason of any damage caused to any adjoining owners or occupants and others by
reason of any explosion or other accident consequent upon such user of the demised
premises as aforesaid.
(h) Subject to the Lessors’ covenant hereinafter contained and the rights of the Lessees to
exercise the option to purchase the Lessors’ interest in the said land and the service
station as mentioned hereinafter, to deliver and yield up the demised premises at the
expiration or sooner determination of the said term together with all the Lessors’ fixtures
and fittings in such state and condition as the same were in, when taken possession of
by the Lessees at the commencement of the said term (fair wear and tear and damage
by fire flood earthquake tempest lightning violence of any army or of a mob or other
irresistible force or accident excepted). All additions, alterations, installations, fittings and
fixtures which during the said term or the renewals thereof have been constructed by the
Lessees shall entirely belong to and revert to the Lessees who shall be entitled to take
away the same Provided the demised premises are restored in their original state and
condition and the Lessors will not have any right, title and interest therein nor shall they
be entitled to retain or appropriate any part thereof.

(i) The Lessees shall carry on at its own cost repairs to the storage tanks pumps and
installations that may be erected thereon or underneath the surface by the Lessees.

(j) PROVIDED ALWAYS AND IT IS AGREED AND DECLARED that at the expiration of the
said term of 30 (thirty) years this Lease will be automatically and without any former act
of any of the parties hereto be renewed for further term of 30 (thirty) years from the
expiration of last mentioned term give to the Lessors one calendar month’s previous
notice of their intention not to take any renewed lease. The renewed lease will be on the
same rents, covenants, conditions and agreements including the present covenant for
renewal.

II. AND THE LESSORS DO AND EACH OF THEM so as to bind their respective heirs,
executors, administrators and assigns DOTH HEREBY COVENANT WITH THE LESSEES AS
FOLLOWS:-

(a) That the Lessors have full power and absolute authority to demise the said premises in
the manner hereinbefore mentioned.

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(b) That on the Lessees paying the rent hereby reserved and observing and performing all
the several covenants conditions and agreements hereinbefore contained and on their
part to be observed and performed. They the Lessees shall peaceably hold and enjoy
the demised premises during the said term and any renewal or renewals thereof without
any interruption by the Lessors or by any person or persons lawfully or equilably
claiming through under or in trust for them or any of them. And the Lessors Hereby
Declare that they have good title and full right to grant and demise the said premises
Unto the Lessees in the manner herein expressed.

(c) To pay and discharge all existing and future rents taxes charges and assessments
payable either in respect of the demised premises for the owner or occupier thereof
except such as the Lessors may be law be permitted to recover from the Lessees but
expecting charges for gas-water and electricity consumed by the Lessees.

(d) To keep the drainage of the demised premises and super structure, driveways, boundary
wall thereon in good and substantial repair order and condition and to do from time to
time all heavy repairs such as may be occasioned by the falling of a wall roof or timber
or any other part of the service and all such repairs as may be necessary for keeping the
same wind and water tight and in usable condition.

(e) The Lessor will not do or suffer or permit to be done on the adjoining premises of the
Lessors in possession of him or any of their tenants or representatives in interest
anything whatsoever which may at any time be or become nuisance to the Lessees in
using the demised premises for petrol and/or High Speed Diesel Oil Pump, service and
lubricating station, storage of petroleum products and for the purpose of the business of
the Lessees or do or omit to do or cause to be done any act, thing or matter whereby the
use of the said demised premises may in any way be hazardously effected or damaged.

(f) That the Lessees shall be entitled to carry out such additions, erections and alterations
to the demised premises or any part thereof either externally or internally as may be
necessary for the purposes of the work and business of the Lessees subject however to
the Municipal bye-laws and other statutory rules and regulations for the time being in
force.

(g) The Lessees shall also be entitled to and be at liberty to affix, place or display the name
board, sign boards, advertisements boards of any nature whatsoever in relation to the
business of the Lessees or their sales and local dealers or under lessees or licensees to,
in, upon or from any part of the demised premises.

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 (h) The Lessees shall be entitled to excavate, dig or break open the surface of any part of
the demised premises at any time during or after the expiration of the term hereby
granted and to remove any stone, sand, gravel, clay, earth or other material therefrom
for the purpose of erecting, laying, maintaining and/or removing storage tanks,
containers, receptacles and other erections or installations for the purpose of the
business of the Lessees or any other person.

(i) The Lessees for the purpose of the construction and erection mentioned in any of the
preceding sub-clause shall be entitled to allow any dealer sub-dealer, agent, person or
other authorised representative to enter upon the demised premises and to build and
erect according to the Lessees’ specifications requisite items herein mentioned without
any let hindrance or obstruction from the Lessors or any other person claiming by,
through or under him.

III. AND IT IS HEREBY FURTHER AGREED AND DECLARED BY AND BETWEEN THE
PARTIES HERETO AS FOLLOWS i.e. to say:-

(a) If the rent hereby reserved or any part thereof shall be in arrears for a period of three
months after becoming payable and after being demanded it shall be lawful for the
Lessors at any time thereafter to re-enter upon the said premises or any part thereof in
the name of the whole and to take action to re-posses and enjoy as in all their former
estate and interest Provided Always And it is Agreed and Declared that the power of re-
entry hereinabove contained shall not be exercised unless and until the Lessors shall
have given to the Lessees 14 days notice in writing of their intention to re-enter.

(b) If at any time during the said term the demised premises shall be destroyed or damage
by fire tempest flood earthquake or any other means so as to become unfit for
occupation or use then the rent hereby reserved or a fair and just proportion thereof
according to the nature and extent of the damage sustained (to be ascertained in the
case the parties differ by a reference to arbitration) shall be suspended and cease to be
payable until the demised premises shall have been again rendered fit for occupation or
use Provided that this agreement shall be without prejudice to all other rights and
remedies to which the Lessees are or may be entitled by statute or otherwise.

(c) The Lessees shall be at liberty during the said terms to install erect maintain affix and
display at their own expenses such pumps, tanks, fixtures, fittings, containers, signs,
advertisements, sign-boards, advertisement boards and other equipments, apparatus

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 and thing as the Lessees shall deem expedient or necessary for the purpose of their
business including storage sale and delivery and advertisement of their products on the
demised premises and to remove the same but the Lessees shall make good any
damage caused to the demised premises by such removal.

(d) In the event of the condemnation of demised premises or any part thereof or in the event
of the full use of the demised premises or any part thereof as a service station and allied
business being interfered with or handicapped by any law, ordinance, or rule or
regulation of any government or authority or by order of any court or the violation of
terms of the agreement by the Lessors or in the event of the demised premises at any
time ceasing in the opinion of the Lessees for any reason to be advantageous for the
sale of petrol and/or petroleum products, the Lessees may at their option terminate this
lease upon ninety days’ written notice served on the Lessors provided That the
occurrence from time to time during the subsistence of this lease of events or
circumstances which according to the provision of this clause entitle the Lessees to
determine the same and the failure of the Lessees notwithstanding the occurrence of
such events or circumstances to determine this lease shall not amount to or be treated
as a waiver of any of the provisions of this clause. In the event of any portion of the
demised premises being taken up or acquired for set back or otherwise by any authority
whatsoever, the Lessees shall be entitled to receive and to be paid compensation in
respect of portion so taken up or acquired inclusive of the Lessees structures or
erections standing thereon. If any, on an apportionment in accordance with law and the
rent payable in respect of the demised premises shall in such event abate
proportionately from the date on which the possession of such set back or acquired area
is taken away from the Lessees.

(e) Notwithstanding anything herein contained to the contrary the Lessees shall be entitled
to determine these presents by Three months previous notice in writing to the Lessors
and in the event of the Lease being determined as aforesaid these presents shall come
to an end and the Lessors shall not be entitled to claim any compensation whatsoever
from the Lessees for such earlier determination and the Lessees shall be entitled to
remove and take away all the building, structures, fixtures, fittings and items mentioned
herein at the expiration or sooner determination of the term hereby granted or within six
months thereof without any objection on the part of the Lessors or any of them or any
person or persons claiming by through or under any of them.

(f) Any notice to be given by the Lessors under this lease shall be deemed to have been
duly given if served at the Lessees office in Bombay. Any notice to be given by the

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 Lessees to the Lessors shall be deemed to have been duly given if dispatched by
registered post to the last known address of the Lessors.

IV. AND IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN PARTIES

HERETO AS FOLLOWS: -

(a) The Lessors and each of them shall not sell, transfer, assign, mortgage, encumber or
otherwise dispose of wholly or in part their right, title and interest of the demised
premises and in the said land and service station or do any act, deed or thing or enter
into any agreement for such purpose during the currency of the term of lease hereby
granted and may renewal or renewals thereof and for a period of three months thereafter
and until the Lessees shall have failed and neglected or declined or refused to exercise
the option to purchase the Lessors interest in the demised premises and in the reversion
of the said land and the service station pursuant to sub-clause (b) hereinafter contained
Provided However, that if the Lessors intend to dispose of their right, title and interest in
the demised premises and in the said reversion during the currency of the term of the
lease or any renewal or renewals thereof of the Lessors shall first by a notice in writing
given to the Lessees required the Lessees to exercise the option to purchase the same
in the manner hereinafter provided and if the Lessees fall or refuse to exercise the said
option within a period of three months from the service of such notice upon them, then
only and thereafter the Lessors shall be entitled to dispose of their said right, title and
interest to any person at any price, But subject Nevertheless to the terms and conditions
and provisions of this lease and so as not to affect the Lessees right to exercise the
option of renewals of the term of the lease pursuant to the covenant for renewal
hereinbefore contained.

(b) The Lessees shall have the right and option at any time during the currency of the term
of the lease hereby granted and renewal or renewals thereof and within a period of three
months thereafter by a notice in writing to require the Lessors to sell transfer and assign
unto the Lessees the right, title and interest of the Lessors in the said land and the
service station, building structures and fixed assets belonging to the Lessors thereon
standing (hereinafter referred to as “the immoveable assets”) and thereupon the Lessors
shall sell transfer and assign the immoveable assets to the Lessees or their nominee or
nominees within three months next after the receipt of such notice or for the price which
shall be computed as follows i.e. to say the price shall comprise firstly of a sum
equivalent to such capital money as the Lessors may have paid as consideration for the
acquisition of the site as indicated in their books of accounts and records, and secondly

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 a sum equivalent to an amount as the Lessors may have expended in the erection and
installation on the site of the said building, super-structures, fixed assets for service
station etc. and the same shall be reduced by an amount equivalent to the depreciation
at such rates as may have been applicable (whether allowed or not) under the standing
statues in force during the relative periods. The costs of the sale, transfer and
assignment excluding only professional legal costs incurred by Lessors shall be borne
by the Lessees and in the event of the Lessors title to the immoveable assets being
found defective, the Lessors shall take all such steps as the Lessees may reasonably
require to cure such defects and if such defects, however, be cured, the Lessees shall
have a right to rescind the option and contract for sale transfer and assignment without
liability to pay the costs and damages. The amounts to be computed under this sub-
clause by reference of money paid or extended by the Lessors shall be computed upon
the basis only of such expenditure as the Lessors can reasonably prove to have been
incurred by them by means of documentary evidence. The option and rights granted by
this clause, to the Lessees for purchase transfer and assignment of the said site service
station etc. i.e. to say immoveable assets may be specifically enforced by the Lessees.
In the event of the Lessees exercising their option to purchase the demised premises as
aforesaid, the Lessors will deduce a good and marketable title thereto free from
encumbrances and this lease shall determine upon the execution and registration of the
sale deed or other conveyance of title to the Lessees. If the Lessees do not exercise
their option to purchase the demised premises as aforesaid any sale by the Lessors to a
third party shall be made subject to all terms and provisions of this lease, including such
option.

(c) Upon the exercise by the Lessees of the aforesaid option to purchase, the Lessors shall
also be liable to assign to the Lessees or their nominee or nominees the dealer license,
if any, held by the Lessors for working the retail outlet and service station on the site and
also the goodwill attributable to the Lessors business as such dealer without any extra
consideration and as incidental to the sale of the said site and the immoveable assets
and further the stock-in-trade and the other moveable assets of the said business at a
price which shall be determined jointly by the valuers one to be appointed by them prior
to entering upon the valuation and the cost of such valuation including the fees of the
valuers and the Reference shall be borne by both the parties in equal shares. The
Lessors shall not after the aforesaid sale transfer and assignment and so long as the
Lessees or their nominee or nominees carry on similar business on the said site, carry
on business in petroleum products, lubricating oils, diesel oil or like products as agents
or dealers, or distributors for any other company or person within the radius of five miles
from the said site without obtaining the prior written permission of the Lessees.

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 (d) Any dispute or difference of any nature whatsoever regarding any right, liability, act or
on account of any of the parties hereto arising out of or in relation to these presents shall
be within the jurisdiction of the Courts of Guwahati.

V. AND IT IS HEREBY LASTLY AGREED AND DECLARED BY AND BETWEEN THE

PARTIES HERETO that the stamp duty and registration charges payable in respect of this lease
and a duplicate thereof shall be borne and paid by the Lessors and the Lessees in equal shares
and each party hereto shall bear and pay its own Advocates charges and the Lessees shall
retain the original lease and the Lessors the duplicate and the renewal or renewals thereof.

IN WITNESS WHEREOF the Lessors and the duly constituted Attorney of the Lessees have
respectively hereunto and to the duplicate hereof set and subscribed their hands and seals the
day and year first hereinabove written.

THE SCHEDULE ABOVE REFERENCE TO

(Being a more particular description of the piece or parcel of land

______________________________________________intended to be leased).

ALL THAT piece or parcel of land situated at village:

____________________________________________________________________________
________________ and measuring
____________________________________________________________________________
________________ or thereabouts and bounded as follows:

On the North -
On the South -
On the East -
On the West -
which said piece of land is shown on the plan hereto annexed and thereon surrounded by a red
boundary line and was formerly and is now in the occupation of the Lessors.

SIGNED SEALED AND DELIVERED )

By Mr. )
The Land Owner (Lessor) )

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In the presence of. )
_________________________________________
_________________________________________

SIGNED SEALED AND DELIVERED )

By )
The duly appointed Constituted Attorney of the )
INDIAN OIL CORPORATION LIMITED )
In the presence of. )
_________________________________________
_________________________________________

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