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Exhibit
4.53
 STERLITE 2400 MW COAL BASED POWER PROJECT
 SPONSOR SUPPORT AGREEMENT
 AMONG
 STERLITE INDUSTRIES (INDIA) LIMITED
as the Sponsor
 AND
 STERLITE ENERGY LIMITED
as the Borrower
 AND
 STATE BANK OF INDIA
as the Facility Agent
 
 Amarchand & Mangaldas & Suresh A. Shroff & Co.
Solicitors & Advocates




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TABLE OF CONTENTS
 1. DEFINITIONS AND INTERPRETATION
    
    
    32. SPONSOR SUPPORT
    
    
    63. INDEMNITY BY THE SPONSOR
    
    
    104. OBLIGATIONS OF THE SPONSOR
    
    
    105. VOTING RIGHTS
    
    
    106. UNDERTAKING BY THE SPONSOR
    
    
    117. WAIVER OF DEFENCES
    
    
    128. COVENANTS
    
    
    139. REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    1410. PAYMENTS
    
    
    1711. MISCELLANEOUS
    
    
    1712. TERMINATION
    
    
    1913. CHANGES TO THE PARTIES
    
    
    1914. NOTICES
    
    
    2015. GOVERNING LAW AND JURISDICTION
    
    
    20SCHEDULE I
    
    
    23
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SPONSOR SUPPORT AGREEMENT
 THIS
SPONSOR SUPPORT AGREEMENT ( Agreement) Mumbai 29th June
 1.
    
    STERLITE INDUSTRIES (INDIA) LIMITED, a company incorporated in India under
the Companies Act, 1956, having its registered office at SIPCOT Industrial
Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin  628 002, Tamil
Nadu, India (hereinafter referred to as the Sponsor, which expression
shall, unless repugnant to the context, be deemed to include its successors
and permitted assigns);2.
    
    STERLITE ENERGY LIMITED, a company incorporated in India under the Companies
Act, 1956, having its registered office at SIPCOT Industrial Complex, Madurai
Bypass Road, T V Puram P.O., Tuticorin  628 002, Tamil Nadu, India
(hereinafter referred to as the Borrower, which expression shall, unless
repugnant to the context, be deemed to include its successors and permitted
assigns); and
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3.
    
    STATE BANK OF INDIA,a body corporate constituted under the State Bank of India Act, 1955
with its Corporate Centre at Project Finance SBU, State Bank Bhavan, Madame Cama Road, Mumbai
400 021,in its capacity as facility agent for and on behalf of the Lenders (as defined
below) (hereinafter referred to as the
Facility Agent, which expression shall, unless repugnant to the context, be deemed to
include its successors, transferees and assigns).
 Parties Party
 WHEREAS
 (A)
    
    The Borrower has undertaken the development, design, procurement, ownership, construction,
commissioning, operation and maintenance of the Project (as defined hereinafter).(B)
    
    Upon the request of the Borrower and to enable the Borrower to partly finance implementation
of the Project, the Rupee Lenders and the Issuing Bank have agreed to grant to the Borrower
the Rupee Facility upon the terms and conditions as more particularly set out in the common
rupee loan agreement dated June 29, 2009 entered into between, inter alia, the Borrower,
the Rupee Lenders, the Issuing Bank and the Facility Agent (the Common Rupee Loan
Agreement).(C)
    
    Upon request of the Borrower and to enable the Borrower to partly finance the cost of import
of capital equipment and machinery for the Project, the Foreign Currency Lender has agreed to
grant to the Borrower the Foreign Currency Facility upon the terms and conditions as more
particularly set out in the foreign currency facility agreement dated June 29, 2009
entered into between the Borrower, the Foreign Currency Lender and the Facility Agent
(Foreign Currency Facility Agreement).(D)
    
    It is one of the conditions precedent to disbursement under the Common Rupee Loan Agreement
and the Foreign Currency Facility Agreement that the Sponsor undertakes to extend support for
the Project for the benefit of the Borrower and the Lenders, and the Sponsor has in
consideration of the Lenders providing the Facility to the Borrower agreed to the same, as per
the terms and conditions of this Agreement.(E)
    
    In pursuance of the above obligations of the Sponsor, the Lenders have called upon and
requested the Sponsor to execute this Agreement, which the Sponsor hereby irrevocably
undertakes and agrees as hereunder.
 NOW THEREFORE
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1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsUnless otherwise defined, capitalized terms in this Agreement shall: (a) in relation to the
Rupee Facility, Rupee Lenders and the Issuing Bank have the meanings given to them in the
Common Rupee Loan Agreement; and (b) in relation to the
Foreign Currency Facility and the Foreign Currency Lender, have the meanings given to them
in the Foreign Currency Facility Agreement. In this Agreement, the capitalized terms listed
below shall have the following meanings:Agreementmeans this Agreement together with any amendments hereto.Base Equitymeans an aggregate amount of Rupees Two Thousand and Fifty Crores (Rs.
2050,00,00,000) only.Cost Overrun(s)means the amount by which the Project Costs exceeds the Estimated Project
Cost(s) including without limitation, as a result of any increase in Project Cost due to
non-availability of exemption on import duty/deemed export benefits under the EPCG scheme.Common Rupee Loan Agreementshall have the meaning given to it in Recital (B).Controlas applied to any Party, means the possession, directly or indirectly, of the power
to direct or cause the direction of the management of the board of directors of that Party.EPCG Schemeshall mean the export promotion of capital goods scheme specified in Chapter 5
of the foreign trade policy 2004-2009 notified by the Ministry of Commerce and Industry,
GOI on August 31, 2004 as may be amended or replaced from time to time.Encumber or Encumbranceshall mean any form of transfer or disposal of any asset or any
form of Security Interest, voting trust agreement, third party escrow, third party custody,
and includes any sale or attempt to sell beneficial interest or execution of non-disposal
undertakings.Facilityshall mean the Rupee Facility and the LOC Facility extended by the Rupee Lenders
and the Issuing Bank upon the terms and conditions contained in the Common Rupee Loan
Agreement and the Foreign Currency Facility extended by the Foreign Currency Lender upon
the terms and conditions contained in the Foreign Currency Facility Agreement.Financing Documentsshall, with respect to the Rupee Lenders and the Issuing Bank, have the
meaning given to it in the Common Rupee Loan Agreement, and with respect to the Foreign
Currency Lender, have the meaning given to the term Finance Documents in the Foreign
Currency Facility Agreement.
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Foreign Currency Facilityshall have the meaning given to Facility in the Foreign
Currency Facility Agreement.Foreign Currency Facility Agreementshall have the meaning given to it in Recital (C).Lendersshall mean each of the Rupee Lenders, the Foreign Currency Lender and the Issuing
Bank as listed in Schedule I and any other bank or financial institution that may accede to
the Common Rupee Loan Agreement or the Foreign Currency
Facility Agreement, and the other relevant Financing Documents in relation to any financial
assistance provided to the Project.NDU Assetsmeans the NDU Shares together with the following to the extent applicable to NDU
Shares:
 (i)
    
    Sponsors DP Account;(ii)
    
    All instruments, records, forms, confirmations, consents, approvals,
agreements, writings, powers of attorney, deeds and documents in connection with the
Sponsors DP Account at any time together with all rights in connection therewith or
accruing thereto and the share certificates in the event that any part of the NDU
Shares held in electronic form are rematerialised.
 NDU Sharesshall mean Shares constituting fifty one percent (51%) of the issued and paid up
capital of the Borrower from time to time.Overrun Noticeshall have the meaning given to it in Section 2.2.2 herein.Projectshall mean the development, design, procurement, ownership, construction,
commissioning, operation and maintenance of the 2400 MW coal based power project using
sub-critical technology, comprised of four (4) Units at the Project Site formulated by the
Borrower at Jharsuguda, Orissa, including development of the Coal Blocks.Rupee Facilityshall have the meaning given to Facility in the Common Rupee Loan
Agreement.Share(s)shall mean issued and fully paid-up shares (equity or preference) in the share
capital of the Borrower.Sponsors DP Accountshall mean the account established and maintained by the Sponsor with
its depository participant through which the NDU Shares are held by the Sponsor.Sponsor Supportshall have the meaning ascribed to it in Section 2.8.
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1.2
    
    Construction1.2.1
    
    In this Agreement:
 (A)
    
    reference to an Account includes a reference to any sub-account of that
Account;(B)
    
    reference to an amendment includes a supplement, modification, novation,
replacement or re-enactment and amended is to be construed accordingly;(C)
    
    a reference to assets include all properties whatsoever both present and
future, (whether tangible, intangible or otherwise) (including Intellectual Property
and Intellectual Property Rights), investments, cash-flows,
revenues, rights, benefits, interests and title of every description;(D)
    
    a reference to authorisation includes an authorisation, consent, clearance,
approval, permission, resolution, licence, exemption, filing and registration;(E)
    
    a reference to control includes the power to direct the management and
policies of an entity, whether through the ownership of voting capital, by contract or
otherwise;(F)
    
    a reference to encumbrance includes a mortgage, charge, lien, pledge,
hypothecation, Security Interest or any lien of any description whatsoever;(G)
    
    unless the context otherwise requires, the singular includes the plural and
vice versa;(H)
    
    headings and the use of bold typeface shall be ignored in its construction;(I)
    
    a reference to a Section or Schedule is, unless indicated to the contrary, a
reference to a section or schedule to this Agreement;(J)
    
    references to this Agreement shall be construed as references also to any
separate or independent stipulation or agreement contained in it;(K)
    
    the words other, or otherwise and whatsoever shall not be construed
ejusdem generisor be construed as any limitation upon the generality of any preceding
words or matters specifically referred to;(L)
    
    references to the word includes or including are to be construed without
limitation;(M)
    
    references to a person shall include such persons successors and permitted
assignees or transferees;(N)
    
    all references to agreements, documents or other instruments include
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(subject
to all relevant approvals) a reference to that agreement, document or instrument as
amended, supplemented, substituted, novated or assigned from time to time;(O)
    
    words importing a particular gender include all genders;(P)
    
    any reference to a public organisation shall be deemed to include a reference
to any successor to such public organisation or any organisation or entity which has
taken over the functions or responsibilities of such public organisation;(Q)
    
    references to Party means a party to this Agreement and references to
Parties shall be construed accordingly;(R)
    
    references to any law shall include any constitution, statute, law, rule,
regulation, ordinance, judgment, order, decree, authorisation, or any published
directive, guideline, requirement or governmental restriction
having the force of law, or any determination by, or interpretation of any of the
foregoing by, any judicial authority, whether in effect as of the date of the
Financing Documents or thereafter and each as amended from time to time;(S)
    
    capitalised terms and expressions not defined herein shall have the meanings
specified in the Financing Documents;(T)
    
    words and abbreviations, which have, well known technical or trade/commercial
meanings are used in the Agreement in accordance with such meanings; and(U)
    
    repayment includes redemption and vice-versa and repaid, repayable,
repay, redeemed, redeemable and redemption shall be construed accordingly.
 In the event of any disagreement or dispute between the Lenders and the Borrower regarding
the materiality of any matter including any event, occurrence, circumstance, change, fact,
information, document, authorisation, proceeding, act, omission, claims, breach, default or
otherwise, the opinion of the Lenders as to the materiality of any of the foregoing shall
be final and binding on the Borrower.1.2.2
    
    In case of any inconsistency between the provisions of any of the Financing Documents and
those of any other agreement between the Sponsor and the Borrower, it is hereby agreed amongst
the Parties for the benefit of the Secured Parties that the provisions in that Financing
Document shall prevail.2.
    
    SPONSOR SUPPORT2.1
    
    Equity Commitment2.1.1
    
    Prior to Initial Drawdown Date, the Sponsor shall make a contribution to the
 
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Borrower by way
of subscription to Shares of an aggregate amount of at least Rupees Six Hundred and Fifteen
crores (Rs. 615,00,00,000) (such contribution referred to as the Upfront Equity).2.1.2
    
    The Sponsor agrees and undertakes that it shall arrange for infusion of the balance Base
Equity to the satisfaction of the Facility Agent and in the manner prescribed in Section 2.1.3
below.2.1.3
    
    Without prejudice to its obligations hereinabove, the Sponsor: (a) shall in any event ensure
that prior to and following the making of any Drawdown, the ratio of Debt to Equity does not
exceed 75:25; and (b) shall contribute by way of subscription to Shares, from time to time,
within seven (7) Business Days from issue of notice of demand from the Borrower or the
Facility Agent, all such requirements of Equity to maintain the Debt:Equity ratio mentioned
herein. For the purpose of this paragraph, Equity shall exclude any amounts advanced towards
subscription of shares to the Borrower to: (1) fund the amount of a Cost Overrun pursuant to
an Overrun Notice; (2) fund any amount of any Sponsor Support (other than Base Equity); and
(3) fund any investment that the Borrower may be permitted to make in any other Person.2.1.4
    
    If an Event of Default has occurred under the Financing Documents, the Secured Parties will
have the right to immediately call on undrawn and unsubscribed portion of the Base Equity in
the manner prescribed in the Financing Documents.2.2
    
    Overrun and Shortfall Undertaking2.2.1
    
    The Sponsor hereby unconditionally and irrevocably undertakes to and agrees with the
Facility Agent acting on behalf of the Lenders that until the occurrence of Final Completion
it shall from time to time following the issuance of the Overrun Notice by the Borrower or the
Facility Agent, make contributions or ensure contributions to the Borrower (as may be
specified in such notice) for meeting any Cost Overrun by way of:
 (i)
    
    subscription to Shares of the Borrower;(ii)
    
    by way of subordinated debt from the Sponsor without creation of any Security
Interest over the Project assets; or(iii)
    
    loans arranged by Sponsor without creation of any Security Interest over the
Project assets.
 2.2.2
    
    Overrun NoticeIf the Facility Agent, at any time, determines that a Cost Overrun
event has occurred, the Borrower or the Facility Agent (if the
Borrower fails to do so) may, issue a notice to the Sponsor
requiring the Sponsor to fund the amount of such Cost Overrun
(hereinafter referred to as the Overrun Notice). Upon receipt of
an Overrun Notice, the Sponsor shall arrange for infusion of funds
to the
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Borrower in the manner specified in Section 2.2.1 above, to
the extent specified in the Overrun Notice within such time period
as may be specified by the Facility Agent.The Facility Agent shall be entitled to make multiple determinations regarding the
occurrence of event of Cost Overrun and upon making any such determination from time to
time the provisions specified in Sections 2.1 and 2.2 shall be followed.2.3
    
    ControlUntil Final Settlement Date, the Sponsor shall:
 (i)
    
    Retain Management and Control of the Borrower and shall not undertake any
actions which would lead to loss of such Control without the prior written permission
of the Facility Agent, which shall not be unreasonably withheld;(ii)
    
    hold and retain the NDU Assets; and(iii)
    
    retain the right to exercise at least 51% (fifty one percent) of the voting
rights attached to the Shares of the Borrower in accordance with Applicable Law.
 2.4
    
    Infusion of Funds for Debt Servicing by SponsorThe Sponsor shall, in the event of the Borrower being unable to discharge its Obligations
within the time specified under the Financing Documents due to the occurrence of any of the
following and upon issuance of a notice by the Borrower or the Facility Agent, make
available funds to the Borrower, in a manner satisfactory to the Facility Agent, to enable
the Borrower to so discharge its Obligations in accordance with the provisions of the
Financing Documents:
 (i)
    
    Failure of the Borrower to make arrangements for adequate supply of coal to
the Project and enter into the Fuel Supply Agreements for meeting its entire
requirement of coal for the Project (at least six (6) months prior to the Date of
Commercial Operation of each Unit other than the first Unit, for which Fuel Supply
Agreements are required to be executed prior to the Initial Drawdown Date) to the
satisfaction of the Facility Agent;(ii)
    
    Failure by the Borrower to make suitable transportation arrangements for
supply of coal to the Project (including obtaining the necessary Clearances required
for the same and entering into the requisite Coal Transportation Agreements at least
six (6) months prior to the Date of Commercial Operation of each Unit other than the
first Unit, for which Coal Transportation Agreements are required to be executed prior
to the Initial Drawdown Date) to the satisfaction of the Facility Agent;
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(iii)
    
    Failure by the Borrower to enter into adequate PPA for sale of power
generated from the Project so as to ensure that a minimum DSCR of 1.1 is achieved to
the satisfaction of the Facility Agent on or before a date which is 6 (six) months
prior to Project COD;(iv)
    
    Failure by the Borrower to enter into transmission arrangements satisfactory
to the Facility Agent for evacuation of power generated from the Project at least six
(6) months prior to the Date of Commercial Operation for that Unit;(v)
    
    Failure by the Borrower to make necessary arrangements and obtain necessary
Clearances for requisite water drawal required for the Project from the Hirakud
Dam/any other source from the Government of Orissa, on or before June 30, 2009; and/or(vi)
    
    Failure by the Borrower to obtain Clearances required in connection with the
height of the chimney(s) as may be required for the Project, from the Airports
Authority of India, on or before June 30, 2009.
 2.5
    
    Export Obligations
 Until the Final Settlement Date, the Sponsor shall meet the export obligations (from its
operations) as are required under the EPCG Scheme based upon the duty benefit made
available to the Borrower by way of concessional duty payable for import of plant and
machinery and equipments or any benefit of deemed export on domestic acquisition, if any,
under the EPCG scheme for the Project. Further, upon any increase in cost of the Project
Cost due to non-availability of such
import duty/deemed export benefits under EPCG, the same shall be met by the Sponsors from
their own resources to the satisfaction of the Lenders.2.6
    
    Refinancing of Bullet RepaymentThe Sponsor shall, in a manner reasonably satisfactory to the Lenders, promptly provide all
assistance to the Borrower to enable it to meet its repayment obligations under the
Financing Documents, in respect of the Rupee Bullet Repayment Amount and the Foreign
Currency Bullet Repayment Amount, or otherwise including, by providing assistance to the
Borrower in raising further loans, if required, and if permitted under the terms of the
Financing Documents.2.7
    
    Coal BlocksThe Sponsor shall make available to the Borrower the necessary funds (including any such
funds which do not form a part of the Project Cost) in a manner reasonably satisfactory to
and at the times required by, the Facility Agent, for the development of the Coal Blocks
which are proposed to be jointly developed through a JV Company formed under a Mining JV
Agreement by the Borrower along with five other companies.
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2.8
    
    Sponsor SupportThis obligation of the Sponsor set out in this Section 2 is referred to as the Sponsor
Support.3.
    
    INDEMNITY BY THE SPONSORUntil the Final Settlement Date, the Sponsor as a separate, independent and additional
stipulation shall on demand indemnify all the Secured Parties and the Facility Agent
against:
 (i)
    
    all losses, expenses, claims and liabilities incurred or suffered by them in
relation to breach of any obligations by the Sponsor under this Agreement or as a
result of any of its obligations being or becoming void, voidable or unenforceable for
any reason, whether or not now existing and whether or not now known or becoming known
to any Party to this Agreement; and(ii)
    
    any funding or other cost, loss, expense or liability (including loss of
margin) sustained or incurred by the Secured Parties and the Facility Agent as a
result of the Secured Parties or the Facility Agent being required for any reason
(including any bankruptcy, insolvency, winding up or similar law of any jurisdiction)
to refund any sum payable by the Sponsor under this Agreement.
 4.
    
    OBLIGATIONS OF THE SPONSOR4.1
    
    Facility Agent determination to be binding and conclusiveThe Sponsor and the Borrower agree that any determination by the Facility Agent as to the
existence of any of the conditions or matters set out in Section 2 shall be conclusive and
binding on the Sponsor and the Borrower, and the Sponsor and the
Borrower shall not dispute the same, save for manifest error.4.2
    
    Sponsor to hold amounts in trustUntil the Final Settlement Date, any amount whether in cash or securities, received or
recovered by the Sponsor in respect of the Project, in contravention of the terms of this
Agreement:
 (i)
    
    as a result of exercise of any right against the Borrower; or(ii)
    
    in the winding-up of the Borrower,
 shall be held by the Sponsor in trust for the Lenders and immediately paid to the Facility
Agent for discharge of the Borrowers Obligations.5.
    
    VOTING RIGHTSUntil the Final Settlement Date, the Sponsor undertakes to the Secured Parties and
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the Facility Agent that it shall exercise its voting rights to give effect to, and comply with,
the terms of the Transaction Documents and shall not vote in a manner, which causes the
Borrower or the Sponsor to contravene the terms and provisions of the Transaction Documents
or has the effect of adversely affecting any of the rights of the Lenders under the
Transaction Documents.6.
    
    UNDERTAKING BY THE SPONSORThe Sponsor further undertakes/confirms, for the benefit of the Lenders as follows:6.1
    
    Abandonment, Merger, etc. of Borrower
 (i)
    
    Until the Final Settlement Date, it shall not Abandon the Project or allow
the Borrower to Abandon the Project.(ii)
    
    Until the Final Settlement Date, it shall not exercise any rights in respect
of the Shares held by the Sponsor or take or support any actions, which results in the
merger of, or, permits the merger of, the Borrower with, any other entity without the
prior approval of the Facility Agent, which shall not be unreasonably withheld.
 6.2
    
    Obligations under Transaction DocumentsUntil the Final Settlement Date, it shall duly observe, perform and comply with its duties
and obligations under the Transaction Documents to which it is a party, in accordance with
the terms thereof.6.3
    
    Support ResolutionsUntil the Final Settlement Date, it shall support all necessary resolutions at the meetings
of the shareholders of the Borrower to ensure that the Borrower complies with the terms of
the Financing Documents and shall oppose all resolutions at the meetings of the
shareholders that may result in the Borrower
being in breach of the Financing Documents.6.4
    
    Equity ObligationsThe Sponsor shall have performed and satisfied all its obligations to subscribe to the
equity share capital of the Borrower and the Sponsor does not have outstanding obligation
in this behalf.6.5
    
    Non Declaration of DividendIt shall not without the prior written approval of the Facility Agent, allow declaration of
any dividend by the Borrower till the time the Borrower has discharged all its Obligations
which have fallen due towards Project Costs including in meeting any Cost Overrun and shall
have fulfilled all the conditions specified in the Trust and Retention Account Agreement,
unless specifically
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permitted by the Facility Agent or the Lenders under the other
Financing Documents.6.6
    
    Further UndertakingUntil the Final Settlement Date, the Sponsor further undertakes/ confirms, for the benefit
of the Lenders that it shall not undertake or take any steps that could result in or cause
the Borrower to commit an Event of Default or have a Material Adverse Effect affecting the
Project or the non performance or a breach of the obligations of the Borrower under this
Agreement or under the Transaction Documents.6.7
    
    No Creation of Encumbrance on the NDU AssetsSave and except as created or permitted to be created in accordance with the terms of this
Agreement or the other Financing Documents, the Sponsor shall not, without prior written
approval of the Facility Agent, create or attempt or agree to create or permit to arise or
exist, any Encumbrance on the NDU Assets in favour of any Person; and save as permitted
under the other Financing Documents, creation of any Encumbrance or attempt to create any
Encumbrance on the NDU Assets, in violation of the provisions of this Agreement and the
other Financing Documents shall be null and void.6.8
    
    Sole Owner of NDU AssetsThe Sponsor shall ensure that at all times till the Loan together with all other amounts
due and payable by the Borrower to the Lenders under or pursuant to this Agreement, the
Common Rupee Loan Agreement, the Foreign Currency Facility Agreement and other Financing
Documents are paid in full, the Sponsor shall, subject to the terms of this Agreement and
the other Financing Documents, be the sole legal and beneficial owner of the NDU Assets.7.
    
    WAIVER OF DEFENCES7.1
    
    The obligations of the Sponsor and the Borrower under this Agreement will not be affected by
any act, omission, matter or thing (including whether or not known to the Sponsor and the
Borrower) or any act or omission of the Facility Agent or any
Secured Party which would reduce, release or diminish those obligations in whole or in part
including:
 (a)
    
    any variation in the terms, conditions or manner of disbursement of monies
under the Common Rupee Loan Agreement or the Foreign Currency Facility Agreement by
the Lenders;(b)
    
    any time or waiver granted to, or composition with, another person;(c)
    
    the taking, variation, compromise, exchange, renewal, dispensation or release
of, or refusal or neglect to perfect, take up or enforce, any rights
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against, or
Security Interests over assets of, another person or any non-presentation or
non-observance of any formality or other requirement in respect of any instrument or
any failure to realise the full value of any Security Interests;
 (d)
    
    any incapacity or lack of powers, authority or legal personality of or
dissolution or change in the constitution or status of another person;(e)
    
    any variation, modification or alteration of the Transaction Documents or any
other document including postponement or preponement of the time or revision of terms
for repayment of any monies payable by the Borrower to the Lenders including the
principal amounts due under the Common Rupee Loan Agreement and the Foreign Currency
Facility Agreement, or order of appropriation of the monies paid by the Borrower to
the Lenders, except to the extent references to the Transaction Documents or any of
them or such other document in this Agreement shall include such variation;(f)
    
    the winding-up, bankruptcy, change in constitution or official management or
re-organisation, nationalisation or acquisition of any other Person or any change in
its status, function, control or ownership;(g)
    
    any unenforceability, illegality or invalidity of any obligation of any
Person due to any other document, to the extent that the Sponsors and the Borrowers
obligations under this Agreement shall remain in full force and its obligations be
construed accordingly, as if there were no unenforceability, illegality or invalidity;
or(h)
    
    any other act or thing whatsoever.
 8.
    
    COVENANTS8.1
    
    Sponsor and Borrower CovenantsEach of the Sponsor and the Borrower covenant with the Facility Agent that:8.1.1
    
    Corporate Existence
 (i)
    
    It shall preserve its corporate existence, power and authority to carry on
its operations and to own its assets; and(ii)
    
    It shall perform all actions required of it, to the extent consistent with
Applicable Law, whether corporate or otherwise, to enable it to enter into, comply
with its obligations hereunder in all respects and maintain in full force and
effect any of the Transaction Documents to which it is party.
 8.1.2
    
    ClearancesIt shall maintain or cause to be maintained in full force and effect, and act in compliance
with, all Clearances that may from time to time become necessary for
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it to maintain in
connection with the execution, delivery, validity, enforceability and performance of its
obligations hereunder or any of the Transaction Documents to which it is a party.8.1.3
    
    Release, WaiverIt hereby irrevocably and unconditionally releases and waives, for the benefit of the
Secured Parties, any and all conditions, restrictions, terms and covenants under any
agreement between the Borrower and/or the Sponsor, if any, to the extent that the same
restrict or prohibit the performance by the Sponsor or the Borrower of any of the terms of
this Agreement or any other any Financing Document.8.1.4
    
    AgreementThe Sponsor is not bound by any agreement with the Borrower or any other Person that is in
conflict with this Agreement.8.1.5
    
    ActionsIt shall ensure that its actions do not contravene its obligations and those of the
Borrower under the Financing Documents.8.1.6
    
    Constitutional DocumentsThe Memorandum and Articles of Association of the Borrower shall not be amended without the
prior written approval of the Facility Agent.8.1.7
    
    Sponsors DP AccountsThe Sponsor shall, within seven (7) Business Days of this Agreement, furnish to the
Facility Agent, all information relating to the Sponsors DP Account, and in the event of
any change in the information so provided, the Sponsor shall promptly, and in any event no
later than three (3) Business Days of such change, provide details of such change to the
Facility Agent.8.2
    
    Additional Covenants from the BorrowerThe Borrower covenants with the Facility Agent that, till Final Settlement Date, it shall
not issue further Shares or any instrument convertible into Shares or alter its share
capital if such issue of shares or alteration of share capital were to result in a breach
of the obligations of the Sponsor set out in Section 2.9.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS9.1
    
    Representation and Warranties of the Sponsor and the BorrowerThe Borrower and the Sponsor represent and warrant in respect of itself to the Facility
Agent for the benefit of the Secured Parties that:
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9.1.1
    
    Formation, Capacity and Authorisation
 (a)
    
    It is a company duly organised and existing in accordance with the laws of
India and it has the power and authority to own its assets and to enter into and
perform its obligations under each of the Transaction Documents to which it is a
party, to transact the business in which it is engaged and to consummate the
transactions contemplated by this Agreement and the other Transaction Documents to
which it is a party.(b)
    
    It has the corporate power to execute, deliver and perform the terms and
provisions of this Agreement and of each of the Transaction Documents to which it is a
party and has taken all the necessary corporate action to authorise execution,
delivery and performance by it of each of the Transaction Documents as have been
executed and delivered.
 9.1.2
    
    Transaction DocumentsEach of the Transaction Documents to which it is a party has been duly executed and
delivered by it and is legal, valid, binding and enforceable against it in accordance with
its terms without any further action being required on the part of the Facility Agent or
the Secured Parties and each of such Transaction Documents are in full force and effect.9.1.3
    
    Non-conflictThe execution, delivery and performance by it of each of the Transaction Documents to which
it is a party will not violate or conflict with:
 (i)
    
    its constitutional documents, any Applicable Law to which it is subject;
and/or(ii)
    
    any existing Clearances granted to it; and/or(iii)
    
    any order, writ, injunction or decree of any court or Governmental Authority
binding on the Borrower and/or the Sponsor; and/or(iv)
    
    any agreement previously executed by the Sponsor and/or the Borrower.
 9.1.4
    
    ClearancesAll Clearances, as are required to be obtained or effected by it, by or under Applicable
Law, in connection with the execution, delivery, validity, enforceability or performance of
each of the Transaction Documents to which it is a party and the transactions contemplated
thereby have been or will be obtained or effected and are or will be in full force and
effect at the time that they are so required to be obtained, effected and maintained in
full force and effect.
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9.1.5
    
    Legal ProceedingsNo legal proceedings (current or pending) exist against it or the Project, which if
adversely determined, could reasonably be expected to have a Material Adverse Effect.9.1.6
    
    No DefaultNo default exists under any agreement, which is binding on it and which could reasonably be
expected to have a Material Adverse Effect.9.1.7
    
    ImmunityNeither it nor its assets are entitled to immunity from execution, attachment or other
legal process in connection with the Transaction Documents. Its execution of each of the
Transaction Documents to which it is a party and the performance of its respective
obligations thereunder will constitute private and commercial acts done and performed for
private and commercial purposes.9.1.8
    
    Shareholdings
 (a)
    
    The Sponsor is and, shall at all times be, the sole beneficial owners of the
NDU Assets, as the case may be, acquired or to be acquired by them.(b)
    
    No Security Interest, except as permitted under this Agreement or the other
Financing Documents, has been created on the NDU Assets or any part thereof.
 9.1.9
    
    True and Complete DisclosureAll information provided in writing or documents furnished to the Secured Parties and the
Facility Agent or any representatives of the Secured Parties or the Facility Agent by it in
connection with the transaction contemplated by this Agreement hereby, by or on behalf of
the Borrower, the Sponsor and its respective representatives and Affiliates, is true,
correct and complete in all respects as of the date provided (or such other date as is
specifically referred). It is not bound by any agreement with the Borrower, which is in
conflict with the provisions of this Agreement. Its actions shall not contravene its
obligations and those of the Borrower under the Financing Documents.9.1.10
    
    ValidityIts obligations contained in this Agreement are in full force and effect and constitute
valid, binding and enforceable obligations on it and it shall carry out all acts to fulfil
the same under this Agreement.9.1.11
    
    Adverse ImpactNo event or circumstance exists which results in a Material Adverse Effect, which
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can affect its ability to perform its obligations under this Agreement.9.1.12
    
    Other agreementsIt is not a party to any agreement that contains terms or provisions contrary to this
Agreement.10.
    
    PAYMENTS10.1
    
    CommitmentUnless expressly provided in this Agreement, all amounts payable by the Sponsor in cash
pursuant to this Agreement shall be paid within such time from the demand for payment, as
may be specified by the Facility Agent after consultation with the Borrower, and deposited
in accordance with the Trust and Retention Account Agreement.10.2
    
    Deductions, Set-off and counterclaimAll payments by the Sponsor and the Borrower under this Agreement will be made in full,
without set-off or counterclaim or any deduction, and, free and clear of any and all taxes
of whatsoever nature.11.
    
    MISCELLANEOUS11.1
    
    Event of DefaultThe Sponsor and the Borrower acknowledge that any failure of the Sponsor to comply with the
covenants set forth herein, or on any of the representations and warranties of the Sponsor
and the Borrowers in this Agreement being proven to have been wrong, shall inter alia
constitute an Event of Default under the Financing Documents and the Facility Agent shall
be entitled to exercise any and all the remedies set forth in the respective Financing
Documents.11.2
    
    Severability of ObligationsThe obligations of the Sponsor under this Agreement are joint and several and the failure
of the Sponsor to carry out any of its obligations under this Agreement will not relieve
the Sponsor of any of its obligations under this Agreement.11.3
    
    ExpensesThe Borrower and the Sponsor agree to pay on demand to the Facility Agent, all reasonable
and actual out-of-pocket costs and expenses (including all Taxes, duties, fees or other
charges, and legal fees) incurred directly or indirectly in connection with the enforcement
of this Agreement against the Sponsor and/or the Borrower subject to submission of evidence
as is available at the time supporting the same or a certificate from the Facility Agent
certifying such expenditure.
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11.4
    
    Certificates and DeterminationsAny certification or determination by the Secured Parties and Facility Agent of a rate or
amount under this Agreement is conclusive evidence of the matters to which it relates and
the same shall be binding upon the Sponsor and the Borrower
save for any manifest error.11.5
    
    Waivers, Remedies CumulativeA delay in exercising or omission to exercise any right, power or remedy accruing to the
Secured Parties or the Facility Agent upon any default or otherwise under this Agreement
shall not impair any such right, power or remedy or shall not be construed to be a waiver
thereof or any acquiescence in such default, nor shall the action or inaction of any of the
Secured Parties or the Facility Agent in respect of any default or any acquiescence by it
in any default, affect or impair any right, power or remedy of any of the Secured Parties
or the Facility Agent in respect of any other default. The rights of the Secured Parties or
the Facility Agent under this Agreement may be exercised as often as necessary, are
cumulative and not exclusive of their rights under the general law and may be waived only
in writing, specifically and at the Secured Parties or the Facility Agents sole
discretion.11.6
    
    Severability of Provisions
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of prohibition or
unenforceability but that shall not invalidate the remaining provisions of this Agreement
or affect such provision in any other jurisdiction.11.7
    
    Further Assurances
The Sponsor shall, and shall cause the Borrower to, at the request of the Facility Agent,
at any time and from time to time, at its own cost and expense, execute such further
agreements and do all such assurances, acts and things that may be necessary or desirable,
or as the Secured Parties may request or require to comply with its obligations under this
Agreement in accordance with Applicable Law.11.8
    
    DisclosuresThe Sponsor hereby agrees, confirms and undertakes that:
 (a)
    
    the Lenders shall, as they may deem appropriate and necessary, be entitled to
disclose all or any: (i) information and data relating to the Sponsor, (ii)
information or data relating to this Agreement or any other securities furnished by
the Sponsor in favour of the Lenders; (iii) obligations assumed/to be assumed by the
Sponsor in relation to the Facility under this Agreement or any other securities
furnished by the Sponsor to the Lenders; (iv) default, if any, committed by the
Sponsor in discharge of the aforesaid obligations, to Credit Information Bureau
(India) Limited (CIBIL) and
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any other agency authorised in this behalf by Reserve
Bank of India (RBI);
 (b)
    
    CIBIL and/or any other agency so authorised may use, process the aforesaid
information and data disclosed by the Lenders in the manner as deemed fit by them;(c)
    
    CIBIL and/or any other agency so authorised may furnish for
consideration, the processed information and data or products thereof prepared by
them, to the Lenders /financial institutions and other credit grantors or
registered users, as may be specified by RBI in this behalf; and(d)
    
    the information and data furnished by the Sponsor to the Lenders from time to
time shall be true and correct.
 12.
    
    TERMINATIONThe obligations of the Sponsor and the Borrower under this Agreement shall continue until
the Final Settlement Date save in respect of any obligations which arose prior to, and
remain unperformed on such Final Settlement Date.13.
    
    CHANGES TO THE PARTIES13.1
    
    Transfers by the Sponsor and the BorrowerNeither the Sponsor nor the Borrower shall assign or transfer any interest in, its rights,
benefits and/or obligations under this Agreement without the prior written consent of the
Facility Agent.13.2
    
    Transfers by Facility AgentThe Facility Agent may transfer its rights hereunder to a successor Facility Agent in
accordance with the provisions of the Financing Documents and any such transfer of rights
by the Facility Agent shall be intimated to the Borrower. Upon any such transfer by the
Facility Agent, the successor Facility Agent shall be deemed to be acting as Facility Agent
for the purpose of this Agreement in place of the previous Facility Agent. The successor
Facility Agent shall inform the Sponsor of the transfer upon the transfer becoming
effective.13.3
    
    Confirmation and acknowledgement of Sponsor and the Borrower13.3.1
    
    The Sponsor and the Borrower acknowledge that under the Common Rupee Loan Agreement and the
Foreign Currency Facility Agreement, any Lender may transfer its rights and/or obligations
under the Financing Documents subject to the terms set out therein; and13.3.2
    
    Each of the Sponsor and the Borrower irrevocably and unconditionally confirms that it shall
continue to be bound by the terms of this Agreement, notwithstanding the transfer by any
Lender of any of its rights or obligations in accordance with
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the Common Rupee Loan Agreement
or the Foreign Currency Facility Agreement and that the transferee shall (through the Facility
Agent) acquire an interest in this Agreement upon the transfer taking effect.14.
    
    NOTICESIn relation to the Rupee Lenders and the Issuing Bank, the provisions of Section 21.3
(Notices) of the Common Rupee Loan Agreement shall apply, and in relation to the Foreign
Currency Lender, the provisions of Clause 26 (Notices) of the Foreign Currency Facility
Agreement, shall apply for the giving of all notices or other communications to be given or
made under this Agreement as if expressly
set out herein. The address for notices and communication in respect of the Borrower shall
be as set out in the Common Rupee Loan Agreement. The address for notices and communication
in respect of this Agreement shall be as follows:
 FACILITY AGENT:
 Attention:
    
    Deputy General Manager
Project Finance SBUAddress:
    
    Corporate Centre,
3rd
Floor,
State Bank Bhawan,
Madame Cama Road,
Mumbai  400 021.Fax Number:
    
    022-22883021Tel Number:
    
    022-22740387
 SPONSOR:
 Attention
    
    Chief Financial OfficerAddress
    
    Sterlite Industries (India) Ltd. 
SIPCOT Industrial Complex, 
Madurai Bypass Road, 
T V Puram P.O., 
Tuticorin  628 002, 
Tamil Nadu, IndiaFax No.
    
    022-66461450Telephone No.
    
    022-66461000
 15.
    
    GOVERNING LAW AND JURISDICTION15.1
    
    This Agreement is governed by and shall be construed in accordance with the
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laws of India.15.2
    
    Exclusive JurisdictionThe Borrower and the Sponsor agree that the courts and tribunals (including the Debt
Recovery Tribunal) in Mumbai shall have non-exclusive jurisdiction to settle any disputes
which may arise out of or in connection with the Financing Documents and that accordingly
any suit, action or proceedings (together referred to as Proceedings) arising out of or
in connection with the Financing Documents may be brought in such courts or the tribunals
and the Borrower and the Sponsor irrevocably submit to and accept for themselves and in
respect of their property, generally and unconditionally, the jurisdiction of those courts
or tribunals to the extent permissible under Applicable Law.15.3
    
    Waiver of ObjectionEach of the Borrower and the Sponsor irrevocably waive any objection now or in future, to
the laying of the venue of any Proceedings in the courts and tribunals at Mumbai, India and
any claim that any such Proceedings have been brought in an inconvenient forum and further
irrevocably agrees that a judgement in any Proceedings brought in such courts and tribunals
shall be conclusive and binding upon it and may be enforced in the courts of any other
jurisdiction, a certified copy of which shall be conclusive evidence of such judgement, or
in any other manner provided by law.15.4
    
    Right to take Proceedings in other JurisdictionsNothing contained in Section 15.3 shall, subject to Applicable Law, limit any right of the
Secured Parties and the Facility Agent to take Proceedings in any other court or tribunal
of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings in any other jurisdiction whether concurrently or not
and the Borrower and the Sponsor irrevocably submits to and accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of such court or
tribunal, and the Borrower and the Sponsor irrevocably waive any objection it may have now
or in the future to the laying of the venue of any Proceedings and any claim that any such
Proceedings have been brought in an inconvenient forum.15.5
    
    General ConsentThe Borrower and the Sponsor hereby consent generally in respect of any Proceedings arising
out of or in connection with this Agreement to the issue of any process in connection with
such Proceedings including, without limitation, the making, enforcement or execution
against any property whatsoever (irrespective of its use or intended use) of any order or
judgment which may be made or given in such Proceedings.
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15.6
    
    Waiver of ImmunityTo the extent that the Borrower and the Sponsor may in any jurisdiction claim for
themselves or their assets immunity from suit, execution, attachment (whether in aid of
execution, before judgement or otherwise) or other legal process and to the extent that in
any such jurisdiction there may be attributed to themselves or their assets such immunity
(whether or not claimed), the Borrower and the Sponsor hereby irrevocably agree not to
claim and hereby irrevocably waive such immunity.
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SCHEDULE I
 LENDERS AND COMMITMENTS
 Part A  Rupee Lenders
 Rupee Commitment AmountSr. No.
    
    Name of Lender
    
    (in Rupees Crores)1.
    
    State Bank of India,
    
    
    1540.02.
    
    IDBI Bank Limited
    
    
    569.03.
    
    Punjab National Bank
    
    
    405.04.
    
    Andhra Bank
    
    
    100.05.
    
    United Bank of India
    
    
    200.06.
    
    Life Insurance Corporation of India
    
    
    350.07.
    
    Syndicate Bank
    
    
    200.08.
    
    Tamilnad Mercantile Bank Limited
    
    
    100.09.
    
    Bank of India
    
    
    200.010.
    
    Canara Bank
    
    
    100.011.
    
    Union Bank of India
    
    
    300.012.
    
    Corporation Bank
    
    
    200.013.
    
    Allahabad Bank
    
    
    350.014.
    
    Oriental Bank of Commerce
    
    
    150.015.
    
    UCO Bank
    
    
    405.016.
    
    Jammu and Kashmir Bank Limited
    
    
    200.017.
    
    Central Bank of India
    
    
    100.018.
    
    The Bank of Rajasthan Limited
    
    
    100.0
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Rupee Commitment AmountSr. No.
    
    Name of Lender
    
    (in Rupees Crores)Total
    
    
    5569.0
 Part B  Issuing Bank
 Issuing Bank
    
    Commitment1.
    
    State Bank of India
Address: 23, J.N. Heredia Marg,
Ballard Estate, Mumbai  400 001Attn: Deputy General ManagerFax: 022-2267 9030Telephone No.: 022 66356611/
22671916
    
    To issue Letter(s) of
Commitment upto a
maximum of Rs.
2600,00,00,000/-
(Rupees Twenty Six
Hundred Crores Only).
Provided that the
Issuing Bank shall not
issue any Letter of
Commitment if the
issue of such Letter
of Commitment results
in the aggregate of
the Participating
Interests of all Rupee
Lenders (other than
State Bank of India)
under all Letter(s) of
Commitment issued by
it under this
Agreement to exceed
Rs. 1400,00,00,000/-
(Rupees Fourteen
Hundred Crores Only).
 Part C  Foreign Currency Lender
 Foreign Currency Lender
    
    Commitment1.
    
    India Infrastructure Finance
Company (UK) Limited
Address: 
87, Gresham Street, London
FC2V 7NQ United Kingdom
Tel No.:
+44(0)2077768950, 2076006564
Fax: + 44(0)2077768958
Email: info@iifc.org.uk
    
    Foreign currency
facility to the extent
of US$140, 000,000. (US
Dollars One Hundred and
Forty Million)
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IN WITNESS WHEREOF
 THE COMMON SEAL of STERLITE ENERGY LIMITEDhas pursuant to the
Resolution of its Board of Directors passed in that behalf on the
27th day of April, 2009
hereunto been affixed in the presence of
Shri V. Ramanathan, Authorized Signatory, and
Shri Manish Bhatter, Authorized Signatory who have signed these presents in token thereof.
    
    )
)
)
)
)
)    /s/ V. Ramanathan
)    /s/ Manish Bhatter
)
)STERLITE INDUSTRIES (INDIA) LIMITED
has pursuant to the Resolution of its Board of Directors passed in that behalf on the
15th day of
June, 2009 executed and delivered this Agreement by Shri
Punnet Jagatramka,
Authorized Person and Shri Shedesh Mittal,
Authorized Person who have signed these
presents in token thereof.
    
    )
)
)
)
)    /s/ Punnet Jagatramka
)    /s/ Shedesh Mittal
)
)
)
 SIGNED, SEALED AND DELIVERED BY STATE BANK OF INDIA,
 /s/ VRK SaxenaName:

VRK
SaxenaDesignation:
    Assistant General
Manager 25