The Transferor, the Lender and the Transferee are hereinafter collectively referred to as the“Parties”.Whereas: 1. By a Corporate Rupee Loan Facility Agreement, (the “Facility Agreement” which termincludes all amendments and modifications made thereto and the General Conditions asdefined in the Facility Agreement) executed between the Transferor and the Lender on the8th day of February 2005, the Lender has at the request of the Transferor,lent and advanced a Rupee Term Loan of Rs. 1020.00 million (the “Facility”).  2. The said Facility is inter alia secured by a Corporate Guarantee (the“Corporate Guarantee”) dated the 8th day of February 2005, issuedby the Transferee in favour of the Lender.  3. The said Facility is further secured by an Option Agreement dated the8th day of February 2005 (the “Option Agreement”), on payment of a one timeoption fee of Rs. 2.00 million by ICICI Bank to the Transferee, whereby the Transfereehas granted an option to the Lender, to require the Transferee to purchase from theLender the receivables under the Facility Agreement on the terms and conditions moreparticularly described in the Option Agreement.    The Facility Agreement, the Corporate Guarantee and the Option Agreement are hereinaftercollectively referred to as the Transaction Documents.  4. Whereas a Put Option Event has occurred under clause 1.1 of the Option Agreement,also tantamounting to an Event of Default under the General Conditions to the FacilityAgreement, by which it has become improbable for the Transferor to fulfill itsobligations under the Facility Agreement.  5. As on date a sum of Rs.772.5 million is due and payable by the transferor under theFacility Agreement.
 

 
At the request of the Transferor and the Transferee, the Lender has agreed to not exerciseits rights under the Option Agreement for the time being, in lieu of the Transferee agreeingto refund the said outstanding of Rs. 772.5 million, as per the Schedule given in the FacilityAgreement and on the terms and conditions mentioned herein after:     NOW THEREFORE, the Parties hereto hereby agree as follows: 1. The Transferee hereby undertakes to refund the said sum of Rs. 772.5 million asper the Schedule given in the Facility Agreement.  2. On and from the date hereof the said outstanding sum of Rs. 772.5 million payableby the Transferee to the Lender will be treated as an unsecured loanby the Lender to theTransferee.  3. All the Existing securities given by Transferor to the Lender in terms of theFacility Agreement hereby stands discharged and the Parties shall take necessary stepsin this regards.  4. The Lender shall issue a ‘No Due Certificate” at the time of execution of thisAgrrement and release all the Title Deeds deposited by the Transferor, to the Transferorwithin 7 (seven) days from the date of This Agreement.  5. The transferee agrees and undertakes that all the obligations and liabilities ofthe Transferor towards ICICI Bank with respect to the Facility asunder the FacilityAgreement hereby stand conveyed and reassigned in full to the Transferee.6. Any capitalized term not otherwise defined herein shall have the meaning assigned tosuch terms in Transaction Documents as the context may permit.
 

 
IN WITNESS WHEREOF the Parties have executed this Novation Agreement on the respective datesspecified below with effect from and including the Novation Date.                            ICICI Bank Ltd. India Foils Ltd.   (Name of Lender) (Name of Transferor)                  By: /s/ A. Senthil Raj By: /s/ Sandeep Agarwal           Name: A. Senthil Raj Name: Sandeep Agarwal  Title: Chief Manager Title: Director  Date: 15/11/2008 Date: 15/11/08                  Sterlite Industries (I) Ltd. By: /s/ Manjol Agarwal     (Name of Transferee) Name: Manjol Agarwal  Title: Company Secretary and Head Finance  Date: 15/11/08                  By: /s/ Sushil Gupta               Name: Sushil Gupta      Title: CFO      Date: 15/11/2008                      By: /s/ Tarun Jain               Name: Mr. Tarun Jain      Title: Whole Time Director