EX-4.43 Loan Agreement






Exhibit 4.43




 



 



 



 



 



 



 



 



 



 



 



 



LOAN AGREEMENT




THIS AGREEMENT made at TUTICORIN this Fourth day of February Two Thousand and Eight BETWEEN
STERLITE INDUSTRIES INDIA LIMITED, a company incorporated under the Companies Act, 1956
having its Registered Office at SIPCOT Industrial Area, Madurai Bye Pass Road, TV Puram,
TUTICORIN-628002, Tamil Nadu, hereinafter called the “Lender” (which expression shall unless
it be repugnant to the context or meaning thereof mean and include its successors and
assigns) of the One Part and VEDANTA ALUMINUIM LIMITED, a company incorporated under the
Companies Act, 1956 having its Registered Office at 75, Vedanta, Nehru Marg, Vile Parle (E),
MUMBAI-400099, hereinafter called the “Borrower” (which expression shall unless it be
repugnant to the context or meaning thereof mean and include its successors) of the Other
Part;



WHEREAS at the request of the Borrower, the Lender has agreed to grant to the .Borrower a
loan in the principal amount of up to Rs. 1000,00,00,000/- (Rupees one thousand crores only)
for the purpose and on the terms and conditions hereinafter mentioned.



 









 





NOW IT IS HEREBY AGREED: 




1. THE LOAN 



1.1 The Lender shall, subject to the terms and conditions of this Agreement grant to the
Borrower a loan in the principal sum of up to Rs.1000,00,00,000/- (Rupees one thousand
crores only) for meeting the project cost and/or initial commercial operation of the project
(hereinafter referred to as the “Loan”). The actual amount to be disbursed will depend on
the demand raised by the Borrower from time to time not later than 31-03-2010.



1.2 The Lender may, in its discretion, and at the request of the Borrower, disburse the Loan
in instalments in accordance with the instalments requested from time to time to meet the
stated object of the project. The aggregate of all such instalments, if any, of the Loan
shall be treated as a single loan for the purposes of this Agreement.



1.3 The Borrower shall provide to the Lender the documents specified in Schedule I attached
hereto for disbursement of the Loan.



2. INTEREST 



2.1 The Borrower shall pay to the Lender interest on the Loan outstanding, from time to
time, at the Reserve Bank of India bank rate (being announced from time to time) plus 2%
additional per annum, which shall be paid by the Borrower quarterly in arrears on 1st
January, 1st April, 1st July and 1st October of each year, until the Loan is fully repaid.



2.2 Interest shall be computed on the daily outstanding balance on the basis of 365 days’
year and the actual number of days elapsed.



2.3 If the Borrower fails to pay any sum (whether principal, interest or otherwise,
including without limitation a sum payable under this Clause 2 .3) on the due date for
payment thereof hereunder, the Borrower shall pay the said defaulted amount together with
additional interest on such defaulted amount from the due date thereof upto the date of
actual payment at a rate of 2 % (Two per cent) above the rate of
interest specified in ‘—
Clause 2.1 above.



3. REPAYMENT AND PREPAYMENT 



3.1.1 Without prejudice to the foregoing, the entire Loan together with all interest accrued
due thereon shall be repaid on or before the expiry of 10 years from the date of last
disbursement of the Loan but not later than 31.03.2010. For the sake of convenience, the
Lender has permitted the Borrower to repay the principal amount of the Loan in equal
quarterly instalments, the first of such instalments being payable on 30th June
2010 and the last instalment being payable on 31st March 2020, as set out in Schedule II
attached hereto. The last instalment of Loan will be paid together with the interest
accrued upto that date.



3.1.2 In the event that the final amount of the Loan actually disbursed by the Lender to the
Borrower is less than Rs.500 crores, then the instalments set out in Schedule II shall be
proportionately reduced, so that the aggregate of all instalments equals the aggregate
amount disbursed.



3.2 The Borrower may opt.for prepayment of loan at any time, by giving to the Lender not
less than three days’ prior notice in writing. The prepayment of the Loan may be made in
full or in part together with accrued interest up to the date of prepayment.



 









 





4. PAYMENTS AND CALCULATIONS 



4.1 All payments to be made by the Borrower under this Agreement shall be made .in full
without any set-off or counterclaim whatsoever.



4.2 Any certificate from the Lender in respect of the Loan and any certificate or
determination of the Lender in respect of interest and other payments shall, in the absence
of manifest error, be conclusive and binding on the Borrower.



5. SECURITY



5.1 The Borrower is a Company Promoted by the lender and is availing this loan for meeting
the project cost and/or initial commercial operation of the project and hence there will be
no security given by the Borrower to the Lender.



6. REPRESENTATIONS AND WARRANTIES:



The Borrower represents and warrants to the Lender that:



(a) The Borrower is a limited liability company duly organised and existing under the
Companies Act, 1956 and has power to carry on its business as it is now being carried on and
to own its property and assets.



(b) All corporate action on the part of the Borrower, its Directors or shareholders,
necessary for the authorisation, execution and delivery of this Agreement and the security
to be created in pursuance hereof (and performance hereunder and thereunder) have been duly
taken.



(c) This
Agreement and documents to be executed in pursuance hereof when —.executed and
delivered will constitute valid and binding obligations of the Borrower.



(d) The Borrower has not taken any corporate action nor have any steps been taken or legal
proceedings been initiated or threatened against the Borrower for its winding-up,
dissolution, administration, re-organisation or for appointment of receiver administrator of
the Borrower or all or any of its assets or undertakings.



(e) As of the date of this Agreement there is no litigation, proceeding or dispute pending
or threatened against the Borrower, the adverse determination of which might substantially
affect the Borrwer’s ability to repay the Loan or have a materially adverse effect on the
financial condition of the Borrower.



 









 





(f) The execution and delivery of this Agreement and documents to be executed in pursuance
hereof and the performance of its obligations hereunder and thereunder does not and will not
(i) contravene any applicable law, statute or regulation or any judgment or decree to which
the Borrower is subject, (ii) conflict or result in any breach of any of the terms of or
constitute default of any covenants, conditions and stipulations under any existing
agreement to which the Borrower is a party, or (iii) conflict or contravene any provision of
the Memorandum and Articles of Association of the Borrower.



The above representations and warranties shall be deemed to be repeated by the Borrower on
and as of each day from the date of this Agreement until all moneys due or owing hereunder
by the Borrower to the Lender have been paid in full, as if made with reference to the facts
and circumstances existing on such day.



7. POSITIVE COVENANTS 



     The Borrower covenants and undertakes that, so long as the Loan shall remain
outstanding, and until the full and final payment of all money owing hereunder, it will,
unless the Lender waives compliance in writing:



(a) Utilise the Loan for meeting the project cost and/or initial commercial
operation of the project and for no other purpose whatsoever



(b) Pay the Loan and interest thereon and all money owing to the Lender hereunder according
to the terms hereof;



(c) Maintain its corporate existence and obtain, comply with the terms of and do all “ that
is necessary to maintain in full force and effect all authorisations, approvals, licences
and consents required to enable it to lawfully carry on its business;



(d) Inform the lender of any material litigation, arbitration or other proceedings, which
affect the Borrower, forthwith upon such proceedings being instituted or threatened;



(e) Promptly inform the Lender of any material adverse change or any occurrence of which it
becomes aware which might adversely affect the Borrower or affect its ability to perform its
obligations under this Agreement;



(f) Promptly inform the Lender of the occurrence of any Event of Default and of the steps
being taken to remedy the same and will, from time to time, if so requested by the Lender,
confirm to the Lender in writing that save as otherwise stated in
such confirmation, no
Event of Default has occurred and is continuing;



(g) Pay regularly all taxes, assessments, dues, duties and impositions as may, from, time to
time, be payable to any Government body or authority; and



(h) Perform, on request of the Lender, such acts as may be necessary to carry out the intent
of this Agreement.



 









 





8. NEGATIVE COVENANTS: 



     The Borrower covenants and agrees that so long as the Loan or any part thereof is, due
and unpaid, and until full and final payment of all money owing hereunder are so paid, it
shall not without the prior written consent of the Lender:



(a) Sell or transfer in any manner the assets or Property up to the extent of outstanding
loan together with outstanding interest and other legal costs;



(b) Create, incur or assure any further indebtedness to the extent of outstanding loan
together with outstanding interest and other legal costs;



(c) Effect any merger, amalgamation, reconstruction or consolidation; or



(d) Assume, guarantee, endorse or in any manner become directly or contingently, liable for
or in connection with the obligation of any person.



9. EVENTS OF DEFAULT: 



9.1 The occurrence of any of the following events shall be an Event of Default:



(a) Non-Payment by Borrower: If the Borrower fails to pay any sum whether for

principal or interest or otherwise due by it under this Agreement at the time stipulated
herein or in accordance with the terms of any document executed in pursuance hereof;



(b) General Default: The Borrower commits any breach of or omits to observe any of its
obligations or undertakings under this Agreement or in respect of any security , (other than
a default under Sub-Clause (a) above) created in pursuance hereof and in respect of any such
breach or omission which is in the opinion of the Lender capable of remedy, such action as
the Lender may require shall not have been taken within 14 (fourteen) days of the Lender
notifying the Borrower of such default and of such required action;



(c) Mis-Representation: Any representation made or deemed to be made or repeated in or
pursuant to this Agreement or in any notice, certificate or statement referred to herein or
delivered hereunder is or proves to be incorrect or misleading in any material respect;



(d) Non-creation of Security: The Borrower fails to create or cause to be created, security
in favour of the Lender in terms of Clause 5.2 above;



(e) Levy of Execution or Distress: Any execution or distress is levied against or an
encumbrancer takes possession of the whole or my part of the Property;



(f) Act of Insolvency: The Borrower takes any action or any legal proceedings are started or
other steps taken for (i) the winding-up or dissolution of the Borrower or (ii) the
appointment of a liquidator, administrator, trustee or receiver or similar officer of the
Borrower or the whole or any part of its undertaking, assets or properties;



(g) Acquisition of Property: All or substantially all of the undertaking, assets or
properties of the Borrower or its interests therein are seized, nationalised, expropriated
or compulsorily acquired by the authority of Government;



 









 





(h) Repudiation of Agreement: The Borrower repudiates this Agreement or does or causes to be
done any act or thing evidencing an intention to repudiate this Agreement;



(i) Material Adverse Change: There occurs in the opinion of the Lender a material adverse
change in the financial condition of the Borrower.



9.2 At any time after the happening of an Event of Default, the Lender may, by notice to the
Borrower, declare (without prejudice to any other rights of the Lender) that the obligations
of the Lender to make or continue to make the Loan available stand tenninated; and the
outstanding Loan’ and all interest accrued and other sums payable under this Agreement are
immediately due and payable, whereupon the same shall become due and payable by the Borrower
forthwith in accordance with the terms of the notice.



10. INDEMNITY 



     The Borrower shall indemnify the Lender, without prejudice to any other right of the
Lender, against any loss, costs, charges or expenses which the Lender shall certify as
sustained or incurred by it as a consequence of occurrence of an Event of Default or any
prepayment of the Loan or otherwise in connection with the Loan.



11. MISCELLANEOUS



11.1 Notice:



Every notice, request, demand or other communication under this Agreement shall:



(a) be in writing delivered personally or by registered post;



(b) be deemed to have been received when delivered personally, at the time so
delivered and if given by registered post, 48 hours after it has been put into post;
and



(c) be
sent to the addressee at its Registered Office address specified
first “—
hereinabove.



 









 





11.2 Interpretation



In this Agreement, unless the context otherwise requires:



(a) references to Clauses and Schedules are references to the Clauses of and Schedules to
this Agreement and references to this Agreement include references to its Schedules;



(b) where any date for payment is not a working day, the payment shall be paid on the
immediately preceding working date;



(c) words importing the plural shall include the singular and vice-versa; and



(d) Clause headings are inserted for sake of convenience only and shall not affect the
interpretation of the provisions hereof.



11.3 Assignment



     The terms and provisions of this Agreement shall be binding upon, and the benefits
hereof shall inure to the parties hereto and their respective successors and assigns;
Provided However that the Borrower shall not assign this Agreement or any of the rights,
duties or obligations of the Borrower hereunder without the prior written consent of the
Lender. The Lender shall be entitled to assign its rights and obligations hereunder without
the consent of the Borrower.



11.4 Waiver



     No delay or omission to exercise any right, power or remedy accruing to the Lender upon
any breach or default of the Borrower under this Agreement shall impair any such right,
power or remedy of the Lender nor shall it be construed to be a waiver of any such breach or
default or an acquiescence therein or of or in any similar breach or default thereafter
occurring nor shall any waiver of any single breach or default bed eemed a waiver of any
other breach or default theretofore or thereafter occurring.



11.5 Amendment



     No amendment of any term or provision hereof shall be effective unless made in writing
and signed by both parties hereto.



11.6 Severability



     If at any time any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect, neither the legality, validity or enforceability of the
remaining provisions of this Agreement shall in any way be affected or impaired thereby.



11.7 Costs



     The Borrower shall bear and pay all costs (including stamp duty), charges and expenses
in connection with the Loan. Each Party shall bear its own legal costs.



 









 





11.8 Counterparts



     This Agreement may be executed in two counterparts one to be retained by each party
both of which taken together shall constitute one and the same agreement.



IN WITNESS WHEREOF the Parties have executed these presents the day and year first
hereinabove written.



	 	 	 	 
	 
	 	 	 
	SIGNED AND DELIVERED by the
	)	 	 
	Within named Lender
	)	 	 
	STERLITE INDUSTRIES (INDIA)
	)	 	/s/ R. Kishore Kumar
	LIMITED.
	)	 	 
	by the hand of its Chief executive Officer
	)	 	/s/ Sushil Gupta
	Mr. R. KISHORE KUMAR and
	)	 	 
	Chief Financial Officer Mr. SUSHIL GUPTA
	)	 	 
	 
	 	 	 
	 
	 	 	 
	SIGNED AND DELIVERED by the
	)	 	 
	Within named Borrower
	)	 	 
	VEDANTA ALUMINIUM LIMITED
	)	 	/s/ M. Siddiqi
	by the hand of its Director
	)	 	 
	Mr. M. SIDDIQI
	)	 	/s/ Virendra Agarwal
	And Chief Financial Officer
	)	 	 
	Mr. VIRENDRA AGRAWAL
	)	 	 






DO NOT ATTEST 




 









 








SCHEDULE I




     The delivery to the Lender of the following documents, in form and substance
satisfactory to the Lender shall be conditions precedent to the making available of the
Loan:



(a) the Memorandum and Articles of Association of the Borrower;



(b) A certified copy of the resolution passed by the Board of Directors of the Borrower
authorising the availing of the Loan, the execution of this Agreement, the execution of all
other documents as may be required by the Lender hereunder;



(c) Such other documents as the Lender may, in its discretions, require.



 









 





SCHEDULE II




	 	 	 	 	 
	Due Date of repayment	 	 
	of Loan instalments	 	Principal Instalments of Loan (Rs.)
	30th June 2010

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2010

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2010

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2011

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2011

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2011

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2011

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2012

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2012

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2012

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2012

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2013

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2013

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2013

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2013

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2014

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2014

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2014

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2014

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 






 









 






	 	 	 	 	 
	Due Date of repayment	 	 
	of Loan instalments	 	Principal Instalments of Loan (Rs.)
	31st March 2015

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2015

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2015

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2015

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2016

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2016

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2016

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2016

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2017

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2017

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2017

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2017

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2018

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2018

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2018

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2018

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2019

	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th June 2019
	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	30th September 2019
	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st December 2019
	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	31st March 2020
	 	 	Rs. 25,00,00,000 (Rs. Twenty five crores only)	 
	Total
	 	 	Rs.1000,00,00,000/-(Rs. One thousand crores only)