OMC and SIIL are hereafter collectively referred to as “Parties” and individually as OMC and SIIL,as the case may be.     WHEREAS Vedanta Aluminium Limited, (herein after called VAL) was desirous to set up an integratedaluminium complex in Orissa with an alumina refinery of about one(1) million ton per yearcapacity at Niyamdanger (Lanjigarh) in Kalahandi district to be catered by the bauxite deposits ofLanjigarh Mine along with another mine (both such mines having a cumulative deposit of bauxite oreof about 150 million tonnes) besides a 6 ́120 MW Captive Power Plant and Aluminium Smelter of about2.2 lakh tones per year capacity at Bhurkhamunda of Jharsuguda district, Orissa;     And whereas OMC is a lessee of Lanjigarh bauxite mines and an applicant for certain other bauxitemines in Orissa;     And whereas OMC and VAL had entered into an Agreement on the 5th October, 2004 for the purposementioned in the said Agreement (A copy of the said Agreement isannexed hereto as **Annexure-A**.) Inorder to operate the Lanjigarh mines and another mine (both such mines having a cumulative depositof bauxite ore of about 150 million tonnes), OMC & VAL agreed to set up a joint venture company(hereinafter called “JVC”) on the principal terms and conditions set forth in the said Agreementdated the 5th October, 2004. The bauxite mined from the aforesaid mines was agreed to be sold byOMC to VAL for its refinery on terms and conditions stated in the said Agreement;     And whereas VAL has now completed the setting up of the aforesaid alumina refinery;
 

 
     And whereas the forest diversion proposal for about 660.749 hectares for the Lanjigarh minesfiled by OMC which was approved by Forest Advisory Committee (FAC) was heard by the Hon’ble SupremeCourt of India;     Andwhereas the Hon’ble Supreme Court by its order dated23rd November, 2007 in I.A. No. 1324and 1474 arising out of Writ Petition (C) No. 202/1995(Copy annexed hereto as **Annexure-B**) hasobserved that VAL will be substituted by SIIL in the Joint VentureAgreement dated the5th October,2004 executed between OMC and VAL;     And Whereas the Hon’ble Apex Court has granted clearance to the forest diversion proposal fordiversion of 660.749 Ha of forest land to undertake bauxite mining on the Niyamgiri Hills inLanjigarh subject to their lordships observations under Para-8 of the order dated 8th August, 2008in I.A.No.2134/2007 in W.P.(C) No.202/1995 on price discovery/mechanism formula suggested by CEC asreproduced below:     ***“We may state that price discovery/mechanism is a complicated exercise. Moreover, on accountof economic factors, price variation takes place throughout the year. We do not wish to rule outthe formula suggested by CEC. Ultimately, as stated in our Orderdated 23.11.2007, SIIL is requiredto deposit 5% of its annual profits before tax and interest fromLanjigarh Project or Rs10 crorewhichever is higher as contribution for Scheduled Area Development. This contribution is to be madeevery year commencing from 01.04.2007. Under clause (i) of Rehabilitation Package, SPV has toaccount for Scheduled Area Development. Further under the said Package, SIIL is also required tocontribute Rs 12,20 crores towards tribal development apart from payment of NPV and apart fromcontribution to the Management of Wild Life around Lanjigarh Bauxite Mine (See clause (ii) of theRehabilitation Package). While allocating***
 

 
***Compensatory Afforestation Fund Management and Planning Authority (CAMPA) Funds the said amountof Rs 12.20 crores shall be earmarked specifically for tribal development. Therefore, we are ofthe view that, at the pre-operational stage, we need not apply the price mechanism suggested byCEC. If at the end of the Accounting Year of SILL, CEC finds that the annual profits before taxand interest is depressed by the pricing mechanism mentioned in joint venture Agreement dated05.10.2004 vide clause 2.3.3(a) then it would be open to CEC to move this court with thesuggested price mechanism in its Report. In fact, in our Order dated 23.11.2007 we have directedthat the Accounts of SPV to be audited by Auditor General for State of Orissa after they areprepared by the Statutory auditors of OMCL. It would be open to the statutory auditors of OMCLas well as CEC to inform this Court at the end of the Accounting Year whether annual profitsbefore tax and interest stands depressed for any reason and at that stage we will certainlyconsider the price mechanism suggested by CEC in it’s Reportplaced before us.”***     A certified copy of the order dated 8th August, 2008 passed by the Hon’ble Court is Annexedhereto as **Annexure “C”.**     Andwhereas SIIL has agreed to become the joint venture partner with OMC for bauxite miningat Lanjigarh in Orissa and comply with all the conditions laid down by the Hon’ble Apex Courtvide order dated 23rd November, 2007 passed in I.A. No. 1324 and 1474 including forming aSpecial Purpose Vehicle (SPV) with the State Government and OMC for Lanjigarh Scheduled AreaDevelopment and order dated8th August, 2008 in I.A.No. 2134/2007 all arising out of W.P.(C) No.202 / 1995;     And whereas SIIL has represented to OMC that it has got consent and approval of VAL thatVAL will abide by and comply with all the
 

 
conditions laid down by the Hon’ble Apex Court vide order dated 23rd November, 2007passed in I.A. No. 1324 and 1474 and order dated 8th August, 2008 in I.A. No.2134/2007all arising out of WP(C) No. 202/1995;     And whereas Clause 7 of the agreement dated 5th October, 2004 permitted VAL to assignthe rights and obligations under the said Agreement to any Company only with the approval of OMCand GoO, and VAL has accordingly assigned the bauxite mining in favour of SIIL;     And whereas OMC and the Government of Orissa have agreed for substitution of VAL with SIIL in theAgreement dated 5th October, 2004 (Annexure-A) for bauxite mining at Lanjigarh on thesame terms and conditions incorporated in the said Agreement to comply with the direction of the Hon’ble Apex Court vide order dated 23rdNovember, 2007;     Andwhereas it is also the intention of the parties that the bauxitemined by the JVC for and on behalf of OMC shall be sold by OMC toSIIL or its nominee on the terms and conditions as per the saidAgreement in **Annexure-A;**     Now, therefore, in consideration of the foregoing and respective covenants set forth in theAgreement and intending to be legally bound thereby, the parties agree as follows :-1. In order to operate the Lanjigarh mines, OMC and SIIL agree to set up a Joint VentureCompany (JVC). 2. Subject to obtaining necessary approvals for working the mining lease for theLanjigarh mines, OMC and SIIL hereby agree to enter into the following definitiveagreements :-
 

 
 (i) A Shareholders and Share Subscription Agreement between OMC and SIILfor and in relation to the JVC as per terms and conditions incorporated in thesaid Agreement dated 5th October, 2004;  (ii) A Raising Contract Agreement between JVC and OMC for and in relationto the raising of Bauxite in the Lanjigarh Mines as per terms and conditionsincorporated in the said Agreement dated 5th October, 2004;  (iii) A long term purchase Agreement between SIIL and OMC for supply ofbauxite mined from the Lanjigarh Mines to SIIL or its nominee as per terms andconditions incorporated in the said Agreement dated 5th October, 2004.  (iv) The pricing mechanism for sale/supply of bauxite mined from Niyamgiribauxite Mines as stipulated in the long term sale Agreement dated 5thOctober, 2004, may be changed/reviewed under the orders of Hon’ble SupremeCourt as laid down in Para-8 of the order dated 8th August, 2008.3. The duties, responsibilities, rights and obligations in the said Agreement dated 5thOctober, 2004 being **Annexure-A**herein with regard to bauxite mining project shall stand assigned byVAL and vested with SIIL.
 

 
4. OMC’s duties, responsibilities, rights and obligations in the said Agreement dated5th October, 2004 shall remain unchanged and unmitigated. 5. The parties can amend any clause of this Agreement with mutual consent in writingsubject to ratification by the Government of Orissa, and in terms of the order passed bythe Hon’ble Supreme Court of India. 6. Affidavits filed by parties in I.A.No.2134 of 2007 as Annexed to this Agreement andthe judgement of the Hon’ble Apex Court shall form part of this Agreement.In witness, whereof, the parties have executed this Agreement at Bhubaneswar, on the day, month andyear first above written.For and on behalf of ORISSA MINING CORPORATION LIMITED        /s/ Mahmood Ahmed   Mahmood Ahmed   G.M. (F)    In the presence of1. (signed) 2. (signed)For and on behalf of STERLITE INDUSTRIES (INDIA) LIMITED        /s/ P.K. Parda   P.K. Parda    In the presence of1. (signed) 2. (signed)