EX-4.27



 Exhibit 4.27 

COMMON RUPEE LOAN AGREEMENT 

AMONG 
 SESA STERLITE
LIMITED 
 (AS BORROWER) 

AND 
 THE BANKS AND
FINANCIAL INSTITUTIONS 
 SET FORTH IN PART A SCHEDULE I 

(AS RUPEE LENDERS) 
 AND

 AXIS BANK LIMITED 

(AS LENDERS’ AGENT) 

AND 
 AXIS TRUSTEE
SERVICES LIMITED 
 (AS SECURITY TRUSTEE) 

DATED THIS 27th DAY OF December, 2013 

AT New Delhi 
 CLASIS
LAW 
 1202B, One Indiabulls Centre, 

Tower 2B, Floor 12B, 
 841 Senapati
Bapat Marg 
 Elphinstone Road, 

Mumbai – 400 013 







 INDIA NON JUDICIAL 

Government of National Capital Territory of Delhi 

e-Stamp 
  

					
	Certificate No.	  	:	  	IN-DL02453137165522L
			
	Certificate Issued Date	  	:	  	27-Dec-2013 11:59 AM
			
	Account Reference	  	:	  	IMPACC (IV)/ dl716803/ DELHI/ DL-DLH
			
	Unique Doc. Reference	  	:	  	SUBIN-DLDL71680302668074759637L
			
	Purchased by	  	:	  	SESA STERLITE LIMITED
			
	Description of Document	  	:	  	Article 5 General Agreement
			
	Property Description	  	:	  	NA
			
	Consideration Price (Rs.)	  	:	  	0
		  		  	(Zero)
			
	First Party	  	:	  	SESA STERLITE LIMITED
			
	Second Party	  	:	  	AXIS BANK LTD
			
	Stamp Duty Paid By	  	:	  	SESA STERLITE LIMITED
			
	Stamp Duty Amount(Rs.)	  	:	  	100
		  		  	(One Hundred only)

  

					
	 	 	Please write or type below this line	 	 

  

					
		  	 This Non-Judicial Stamp Paper Forms
 an Integral
Part of the Common
 Rupee Loan Agreement

Executed by Sesa Sterlite Ltd, Axis Bank Ltd,

Axis Trustee Services Ltd
 on 27/12/2013
	  	








 INDIA NON JUDICIAL 

Government of National Capital Territory of Delhi 

e-Stamp 
  

					
	Certificate No.	  	:	  	IN-DL02452189927111L
			
	Certificate Issued Date	  	:	  	27-Dec-2013 11:58 AM
			
	Account Reference	  	:	  	IMPACC (IV)/ dl716803/ DELHI/ DL-DLH
			
	Unique Doc. Reference	  	:	  	SUBIN-DLDL71680302666221436081L
			
	Purchased by	  	:	  	SESA STERLITE LIMITED
			
	Description of Document	  	:	  	Article 5 General Agreement
			
	Property Description	  	:	  	NA
			
	Consideration Price (Rs.)	  	:	  	 0
 (Zero)

			
	First Party	  	:	  	SESA STERLITE LIMITED
			
	Second Party	  	:	  	AXIS BANK LTD
			
	Stamp Duty Paid By	  	:	  	SESA STERLITE LIMITED
			
	Stamp Duty Amount(Rs.)	  	:	  	 100
 (One Hundred only)


  

					
	 	 	Please write or type below this line	 	 

  

					
		  	 This Non-Judicial Stamp Paper Forms
 an Integral
Part of the Common
 Rupee Loan Agreement

Executed by Sesa Sterlite Ltd, Axis Bank Ltd,

Axis Trustee Services Ltd
 on 27/12/2013
	 	








 [One Thousand Rupee Stamp] 

This non-judicial stamp paper forms an integral part of the Common Rupee loan agreement Executed by Sesa Sterlite Ltd, Axis Bank Ltd, Axis Trustee Services
Ltd on 30/12/2013. 







 COMMON RUPEE LOAN AGREEMENT 

THIS COMMON RUPEE LOAN AGREEMENT is made at New Delhi as of this 27th day of December, Two
Thousand and Thirteen (this “Agreement”) amongst; 
 SESA STERLITE LIMITED, a company registered under the Companies Act, 1956 (1 of
1956), having its Corporate Identity Number (CIN) as L13209GA1965PLC000044 and having its registered office at Sesa Ghor, 20 EDC Complex, Patto, Panjim-403001 in the State of Goa, India (hereinafter referred to as the “Borrower” or
“SSL” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the FIRST PART; 

AND 
 THE BANKS AND FINANCIAL
INSTITUTIONS, more particularly set out in Part A Schedule I hereto (hereinafter individually referred to as the “Rupee Lender” and collectively as the “Rupee Lenders”, as the context may require, which
expression shall include all or any one or more of them as the context may require or admit), of the SECOND PART; 
 AND 

AXIS BANK LIMITED, having its registered office at Trishul, Third Floor, Opp. Samartheswar Temple, Law Garden, Ellisbridge, Ahmedabad 380 006, in the
State Gujarat, India and its Central Office at, Axis House, Wadia International Center. Pandurang Budhkar Marg, Worli, Mumbai – 400 025, in the State of Maharashtra, India (hereinafter referred to as the ‘‘Lenders’
Agent”, wherever applicable, which expression shall, unless it be repugnant to the subject or context thereof, include its successors, assigns, substitutes and replacements) as confirming party in its capacity as the Lenders’ Agent of
the THIRD PART 







 AND 

AXIS TRUSTEE SERVICES LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at Axis House, Bombay Dyeing Mills
Compound, Pandurang Budhkar Marg, Worli, Mumbai – 400 025, in the State of Maharashtra, India and having Corporate Office at 2nd Floor – E, Axis House, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai – 400 025, in
the State of Maharashtra, India (hereinafter referred to as the “ATSL” or “Security Trustee”, wherever applicable, which expression shall, unless it be repugnant to the subject or context thereof, include its
successors, assigns, substitutes and replacements) as confirming party in its capacity as the Security Trustee of the FOURTH PART. 
 (Each of the
parties mentioned above, are hereinafter collectively referred to as the “Parties” and individually as “Party”). 

WHEREAS. 
  

	A.	The Borrower has approached the Rupee Lenders for a term loan of Rs. 2000,00,00,000 (Rupees Two Thousand Crores Only) (“Rupee Loans”) for financing of capex incurred towards the Aluminium
and Power Project including for takeout of Commercial Papers and/or Short Term Loans and/or creditors of the Aluminium and Power Project and/or capex payments. Accordingly, the Rupee Lenders have, upon the request of the Borrower, agreed to provide
the Rupee Loans to the Borrower on the terms and conditions of this Agreement. 

 IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS

  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1.	In this Agreement, the following meanings are applicable: 

 “Act” shall
mean the Companies Act. 1956 (1 of 1956) as may be amended from time to time. 
 “Agreement” shall mean this Common Rupee
Loan Agreement for grant of the Rupee Loans read in conjunction with the Sanction Letter 
 “Applicable Law” shall mean any
statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, Government approvals, clearance, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any
interpretation, policy or administration having the force of law of any of the foregoing, by any Government Authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or thereafter. 

“Aluminium and Power Project” shall mean the manufacturing facilities comprising of (i) alumina refinery having output of
1 MTPA along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh. Orissa; (ii) aluminium smelter having output of 1 6 MTPA along with a 1,215 (9x135) MW CPP at Jharsuguda, Orissa and (iii) 2400 MW
(4X600 MW) thermal power project at Jharsuguda, Orissa 
 “Availability Period” shall mean the period commencing from the
date of Sanction Letter and ending on the last Business Day of the sixth month thereafter unless otherwise extended by the Rupee Lenders at their absolute discretion on such terms and conditions as they may deem appropriate. 

“Auditor” shall mean the statutory auditors of the Borrower appointed from year to year in accordance with the Act. 

“Base Rate” shall mean the rate of interest fixed and notified as base rate by each Rupee Lender from time to time. The
present Base Rate of the Rupee Lender shall be as specified in Schedule III of this Agreement. 
 “Business Day”
shall mean a day on which banks are open for business at Mumbai 
 “Cairn India Ltd” shall mean a company incorporated under
the Companies Act, 1956 having CIN L11101MH2006PLC 163934 and registered office at 101, West View, Veer Sawarkar Marg Prabhadevi, Mumbai- 400 025 in the State of Maharashtra, India 

  
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 “Chartered Accountant” shall mean a practicing chartered accountant or a firm of
chartered accountants practicing in India and acceptable to the Rupee Lenders. 
 “Commercial Papers” shall mean unsecured
money market instrument issued in the form of a promissory note. 
 “Credit Rating” shall mean the latest credit rating of
the Borrower or its long debt instrument(s) and long term credit facilities, as provided by any accredited credit rating agency as approved by RBI. The present Credit Rating of the Borrower on the date of Sanction Letter is AA+. 

“Default” shall mean any event, circumstances, act, omission or condition which is or which amounts to non-compliance of any
of the obligations of the Borrower under this Agreement or any other Finance Document and which with notice, lapse of time, or both, or the fulfillment of any other requirement provided for in this Agreement or any other Finance Document would
become an Event of Default. 
 “Disbursement” shall mean such amounts of the Rupee Loans as the Rupee Lenders may make
available to the Borrower under this Agreement. The terms ‘Disburse’ and ‘Disbursed’ shall be construed to mean accordingly. 

“Disclosed Encumbrances” shall mean the charges created by the Borrower over the Fixed Assets and more particularly set out in
Schedule VII hereto. 
 “Due Date” shall mean; 

 

	 	a.	for payment of any principal installment, the date on which that installment falls due in accordance with the Repayment Schedule; 

  

	 	b.	for payment of interest, further interest, additional interest, liquidated damages; the Interest Payment Date(s); and 

  

	 	c.	any other amount payable under this Agreement; date on which such amounts falls due in terms of this Agreement 


“Effective Date” shall mean the date of execution of this Agreement by all the Parties. 

“Events of Default” shall mean any of the events or circumstances specified in Clause 16.1 of this Agreement 

“Existing Lenders” shall mean the lenders who have provided term loans to the Borrower and are having pari passu charge on the
Fixed Assets and more particularly detailed in Schedule VI hereto. 
 “Fee Letter” means any letter or letters
referring to this Agreement or the Rupee Loans between one or more Secured Parties and the Borrower setting out any of the fees. 

“Finance Documents” means 
  

	 	(i)	this Agreement; 

  

	 	(ii)	Security Trustee Agreement; 

  

	 	(iii)	Security Documents; 

  

	 	(iv)	Any Fee Letter, and 

  

	 	(v)	Other documents executed/to be executed by the Borrower in respect of the Rupee Loan. 


“Fiscal Year” shall mean the accounting period commencing from April 01 of each year till March 31 of next year 

“Fixed Assets” shall mean ail the movable and immoveable fixed assets of the Borrower pertaining to the to aluminium
manufacturing facilities comprising of (i) alumina refinery having output of I MTPA along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Orissa, (ii) aluminium smelter having output of 1 6 MTPA
along with a 1.215 (9x135) MW CPP at Jharsuguda, Orissa 
 “Fixed Asset Coverage Ratio” shall mean the ratio of net
book value of the Fixed Assets (including capitalized and work in progress) to the total secured debt on Fixed Assets 

“GAAP” shall mean the generally accepted accounting principles as in effect from time to time in India 

  
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 “Government” shall mean to include Government of India (GoI) and/or the
Government of Orissa. 
 “Government Authority” shall mean any governmental department, local authority (such as a
corporation, municipality, panchayat) commission, board, bureau, agency, regulatory authority, instrumentality, court or other judicial or administrative body, central, state, provincial or local having jurisdiction over the matter or matters in
question. 
 “Hindustan Zinc Ltd” shall mean a company incorporated under the Companies Act, 1956 having CIN
L27204RJ1966PLC001208 and registered office at Yashad Bhavan, Yashadghar, Udaipur- 313 004, in the State of Rajasthan, India. 

“Inter Creditor Agreement” shall mean the agreement entered/to be entered into amongst the Rupee Lenders, Lenders’ Agent
and the Security Trustee. 
 “Initial Disbursement” means the first Disbursement to be made by the Rupee Lenders under this
Agreement for the respective Tranche Loans. 
 “Initial Disbursement Date” shall mean the date of Initial Disbursement for
the respective Tranche Loans. 
 “Interest Payment Date” shall mean at any relevant time, and in relation to the Rupee Loan,
the last day of each month, when interest is payable in arrears at the Interest Rate on the outstanding principal amount of the Rupee Loan by the Borrower in terms hereof. 

“Interest Rate” means the rate at which the Rupee Lenders shall compute and apply interest on the respective Tranche Loans of
the Rupee Loans, as stated in the Schedule III. 
 “Lenders’ Legal Counsel” shall mean Clasis Law who have been
selected as the Lenders Legal Counsel by the Rupee Lenders and appointed by the Borrower 
 “Management Control” shall
(including with correlative meaning, the terms “controlled by”), as applied to any Person, means the power or right to, directly or indirectly: (i) direct or cause the direction of the management of that Person; (ii) direct or
cause the direction of the policy decisions exercisable by that Person, or (iii) nominate for appointment the majority of the directors on the board of directors of that Person, by virtue of ownership of voting securities or management rights
or contract or in any other manner 
 “Memorandum and Articles” shall mean collectively the Memorandum of Association and
Articles of Association of the Borrower 
 “Person” shall mean an individual, corporation, partnership, joint venture,
trust, unincorporated organisation, government, sovereign state or any agency, authority or political subdivision thereof, international organisation, agency or authority (in each case, whether or not having separate legal personality) or any two or
more of the foregoing. 
 “Repayment Dates” shall mean collectively the Tranche I Loan Repayment Date, Tranche II Loan
Repayment Date and Tranche III Loan Repayment Date and Repayment Date shall be construed accordingly 
 “Repayment
Schedule” shall mean the schedule of repayment of the Rupee Loans set forth in Schedule II hereto as may be modified from time to time 

“RPS Assets” shall include movable fixed assets and immovable properties of (i) alumina refinery having output of I MTPA
(“Refinery”) along with co-generation captive power plant with an aggregate capacity of 75 MW at Lanjigarh, Orissa (“Power Plant”); and (ii) aluminium smelter having output of 1.6 MTPA along with a 1.215
(9x135) MW CPP at Jharsuguda, Orissa (“Smelter”) 
 “Rupee Lenders” shall mean the lenders whose named
are set out in Part A of the Schedule I hereto and shall mean to include their successors, novatees, transferees and assigns as the context may admit or require. 

“Rupee Loan(s)” shall mean all or any of Tranche I Loan Tranche II Loan and Tranche III Loan more particularly described in
the Part B of the Schedule I granted by the Rupee Lenders in the 

  
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 terms of this Agreement and shall include all the dues payable by the Borrower to the Secured
Parties under this Agreement. 
 “Sanction Letter” shall mean the sanction letter number AXISB/CO/RMG/GV/2013-14/19580 dated
December 20, 2013 issued by Axis Bank Limited as the Rupee Lender or such other sanction letters issued by the other Rupee Lenders and accepted by the Borrower, as may be amended from time to time. 

“Secured Parties” shall mean the Rupee Lenders, Lender’s Agent and the Security Trustee (and “Secured
Party” shall mean any one of them). 
 “Security” shall mean any mortgage in any form, hypothecation, charge,
pledge, assignment, lien of any kind, and any interest including any preferential arrangement required to be created by the Borrower in favour of the Security Trustee for the benefit of the Rupee Lenders as required under Clause 9 of this Agreement.

 “Security Documents” shall mean all the documents executed, delivered or deposited by the Borrower for creating a
Security Interest in favour of the Rupee Lenders/Security Trustee as security for the Rupee Loans agreed to be provided under Finance Documents and includes documents executed for perfecting and maintaining the Security 

“Security Interest” shall mean any mortgage, pledge, lien, hypothecation, charge, assignment, deposit or other interest in the
nature of security, deed of trust or other encumbrance of any kind, and any other type of preferential arrangement (including without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement or
any lease in the nature thereof), creating security or having the effect of conferring security of, in or over the assets, any designation of loss payees or beneficiaries or any similar arrangement under any insurance contract. 

“Security Trustee” shall mean any bank/ financial institution or any other company which is authorised under the Applicable
Law to exercise corporate trust powers, to be appointed as such by the Borrower under the Security Trustee Agreement and shall include its successors and substitute appointees 

“Security Trustee Agreement” shall mean the agreement entered/ to be entered among the Rupee Lenders, the Security Trustee and
the Borrower with respect to appointment of the Security Trustee, terms and conditions thereof and other matters connected therewith, as may be amended or supplemented from time to time. 

“Short Term Loans” shall mean the loans availed by the Borrower to meet the capital expenditure for the Aluminium and Power
Project. 
 “Spread” shall have meaning assigned to it under Schedule III of this Agreement. 

“SSL Agricultural Land” shall mean all the present and future agricultural land acquired / to be acquired by the Borrower and
forming part of the Fixed Assets. 
 “SSL Leased Land” shall mean all the present and future leased land in the books of the
Borrower and forming part of the Fixed Assets. 
 “Taxes” shall mean any present or future tax, levy, impost, duty, stamp
tax, charge, fee, deduction or withholding in the nature of tax wherever imposed, levied, collected, withheld or assessed by any Government Authority pursuant to the Applicable Law 

“Total Debt Gearing” shall mean the ratio of Total Term Liabilities to Tangible Net Worth 

“Tangible Net Worth” or “TNW” shall mean the aggregate of 

 

	 	(i)	the amount paid up on the share capital of the Borrower, and 

  

	 	(ii)	the amount standing to the credit of the reserves of the Borrower (including without limitation any share premium account, general reserve account, any credit balance on the accumulated profit and loss account and any
other free reserve account) excluding revaluation reserves: 


  
 5 








 after deducting there from (A) any debit balance on the profit and loss account of the
Borrower (except to the extent that deduction with respect to that debit balance has already been made), and (B) amounts attributable to goodwill 

“Total Term Liabilities” shall mean the aggregate of secured and unsecured long term borrowings of the Borrower with maturity
of more than one year. 
 “Tranche Loans” shall mean collectively Tranche I Loan or Tranche II Loan or Tranche III Loan.

 “Tranche I Loan” shall mean an amount of Rs.600,00,00,000 (Rupees Six Hundred Crores only) being the part of the
Rupee Loans to be Disbursed as first tranche. 
 “Tranche II Loan” shall mean an amount of Rs.700,00,00,000 (Rupees Seven
Hundred Crores only) being the part of the Rupee Loans to be Disbursed as second tranche. 
 “Tranche III Loan” shall
mean an amount of Rs. 700,00,00,000 (Rupees Seven Hundred Crores only) being the part of the Rupee Loans to be Disbursed as third tranche. 

“Tranche I Loan Repayment Date” shall mean the date falling immediately after the expiry of 3 (three) years from the Initial
Disbursement Date of Tranche I Loan. 
 “Tranche II Loan Repayment Date” shall mean the date falling immediately after the
expiry of 4 (four) years from the Initial Disbursement Date of Tranche II Loan. 
 “Tranche III Loan Repayment Date” shall
mean the date falling immediately after the expiry of 5 (five) years from the Initial Disbursement Date of Tranche III Loan. 
  

	1.2.	In this Agreement unless the context otherwise requires: 

  

	 	a)	Singular shall include plural and the masculine gender shall include the feminine and neutral gender 

  

	 	b)	The expressions “Borrower(s)” and the “Rupee Lenders”, unless repugnant to the context, shall include their respective legal heirs, representatives, successors, executors, administrators and assigns.


  

	 	c)	All or any other conditions as specified in the Sanction Letter shall form an integral part of this Agreement and the sanction letter shall always be read in conjunction with this Agreement at all times.


  

	 	d)	In case of any inconsistency between the terms of the Sanction Letter and that of this Agreement, the provisions of this Agreement shall to the extent of such inconsistency prevail over the provisions of the Sanction
Letter. 

  

	 	e)	in the event of any disagreement between the Borrower and the Lenders’ Agent or the Rupee Lenders regarding materiality, the Rupee Lenders shall, pursuant to discussions with the Borrower, be entitled at their sole
discretion, to determine the materiality 

  

	2.	RUPEE LENDERS’ AGREEMENT TO LEND AND BORROWER’S AGREEMENT TO BORROW 

  

	 	2.1.	The Borrower agrees to borrow from each of the Rupee Lenders and each of the Rupee Lenders agree to lend to the Borrower term loans, on the terms and conditions contained herein, the sums to the maximum extent
set out against their respective names in Part B of Schedule I as Tranche I Loan. Tranche II Loan and Tranche III Loan aggregating up to Rs. 2000,00,00,000 (Rupees Two Thousand Crores Only) to finance for the purpose mentioned in
Clause 2.2 below. The said sums are hereinafter collectively referred to as the Rupee Loan’ or ‘Rupee Loans’ as the context admits. 

  

	 	2.2.	Purpose 

 The amounts borrowed by the Borrower hereunder shall be applied in or towards
the for financing of capex incurred towards the Aluminium and Power Project including for takeout of Commercial Papers and/or Short Term Loans and/or creditors of the project and/or Capex payments. 

  
 6 









	 	2.3.	Availability Period 

 Unless the Rupee Lenders otherwise agree which shall be subject to
such terms and conditions as may be decided by the Rupee Lenders, the Disbursements shall be made only during the Availability Period. Any amount not Disbursed during the Availability Period, unless otherwise agreed by the Rupee Lenders, shall stand
automatically cancelled. Notwithstanding the above, any part of the Rupee Loans undrawn at the end of 30th March 2014 may be cancelled by the Rupee Lenders by giving written communication of
the same in writing to the Borrower. 
  

	3.	EFFECTIVENESS 

 This Agreement shall become effective and binding on the Effective Date
and shall remain in full force until all monies due and payable to the Rupee Lenders under this Agreement are fully paid off. 
  

	4.	FEES, CHARGES, COSTS AND CLAIMS 

  

	 	4.1.	The Borrower shall pay to the Rupee Lenders an up-front fee as mutually agreed between the Borrower and the Rupee Lender as per the Fee Letter on or before the date of execution of this Agreement. The upfront
fees shall be one time non-refundable and non-adjustable. 

  

	 	4.2.	The Rupee Lenders shall be entitled to debit all other amounts due and payable by the Borrower under this Agreement (including but not limited to interest tax, fees, stamp duty, processing fee, costs,
service/prepayment and other charges, including on account of execution and stamping of this Agreement and any other documentation or security creation pursuant to this Agreement, claims and expenses including expenses which may be incurred by the
Rupee Lenders in the enforcement or attempted enforcement of Security created in favour of the Rupee Lenders) to the Borrower’s Rupee Loan account, unless separately reimbursed to the Rupee Lenders by the Borrower. 


 

	5.	DISBURSEMENT 

  

	 	5.1.	The Rupee Lenders shall, unless otherwise agreed between the Borrower and the Rupee Lenders, Disburse any Tranche Loans of the Rupee Loan in lump sum or in suitable installments as may be requested by the
Borrower within the Availability Period. 

  

	 	5.2.	The Rupee Lenders may, having Disbursed any amount, Disburse any further amount only upon being satisfied that no Default or Event of Default has occurred or is continuing and subject to the other terms and
conditions of this Agreement. 

  

	6.	INTEREST AND RUPEE LOAN ACCOUNT 

  

	 	6.1.	The Borrower agrees to pay interest on the Rupee Loans as per the Schedule III to this Agreement and the Interest Rate shall be calculated at the rates more particularly described in the Schedule III hereto.


  

	 	6.2	Interest on the Rupee Loan’s shall be computed and debited to the Rupee Loan account – 

  

	 	(i)	At the intervals as stated in the Schedule III; 

  

	 	(ii)	Taking the basis of 365 days a year including a leap year; 

  

	 	(iii)	At Interest Rate more particularly described in the Schedule III herein, subject to Clause 6.5, 6.6 and 15 (p), or as may be applicable from time to time. 


 

	 	6.3.	Interest Tax and other taxes/levies as may be applicable from time to time on the Rupee Loan shall be borne solely by the Borrower 


 

	 	6.4.	All amounts in default for payment (i.e. not paid by the Borrower when due to the Rupee Lenders), costs, charges and expenses debited to the Rupee Loan account shall attract additional interest without there
being any need to assign a reason and interest and penal charges shall thereafter accrue at such rate(s) as mentioned below 

  

	 	6.5.	 The Borrower agrees to pay liquidated damages at the rate of 1.00% (one percent) per annum, over and above the interest Rate (plus interest
tax, service tax. etc if applicable), on the outstanding amount of the Rupee Loans, if the Security, as stipulated in Clause 9, is not perfected within the time period stipulated herein or such extended time as may be agreed by the Rupee Lenders,
Such liquidated damages shall be charged only in case the 



  
 7 









	 	
Borrower fails to perfect the Security within 180 (one hundred and eighty) days from the date of Initial Disbursement or such extended time as may be agreed by the Rupee Lenders, and such
interest will be charged from the first day after the stipulated time for security creation and perfection has lapsed, till the Security is created and perfected to the satisfaction of the Rupee Lenders and the same shall be paid, on the outstanding
amounts of the Rupee Loans, on the Interest Payment Dates. 

  

	 	6.6.	The Borrower agrees to pay liquidated damages at the rate of 2.00 (two) percent per annum, and above the Interest Rate (plus interest tax, service tax, etc. if applicable), on the outstanding amount, in the event
of failure on the part of the Borrower (i) to pay interest on the Interest Payment Date and; (ii) to pay principal installments on the Due Date and such interest will be charged for the period of non-compliance and shall be paid on the
outstanding amounts, on the Due Date. 

  

	7.	REPAYMENT 

 The Borrower undertakes to repay the principal amount of the Rupee Loans to
the Rupee Lenders on the Repayment Date. 
  

	8.	PREMATURE PREPAYMENT 

  

	 	a)	The Borrower may prepay the Rupee Loans on any date to the Rupee Lenders in part or full, together with all interest and other charges and monies due and payable to the Rupee Lenders up to the date of such prepayment by
making payment of the prepayment premium of 0.25% (zero decimal two five) on the pre-paid amount of the Rupee Loans. Any amount prepaid will be applied to the repayment installment in the inverse order of their maturity and on pro-rata basis to all
the Rupee Lenders. 

  

	 	b)	Provided that the Borrower may prepay the Rupee Loans without paying any prepayment premium if: 

  

	 	(i)	such prepayment is at the instance of the Rupee Lenders; 

  

	 	(ii)	The Borrower makes the prepayment from the surplus cash accruals on the anniversary date(s) from the date of Initial Disbursement; 

  

	 	(iii)	on every anniversary date(s) from the date of Initial Disbursement, the Borrower makes the prepayment by way of refinancing and has given a notice of not less than thirty (30) days to the Rupee Lenders;


  

	 	(iv)	Interest Rate of any Rupee Lender is higher than the effective rate of interest of Axis, the Borrower may prepay the Rupee Loans outstanding in respect of the relevant Rupee Lender within sixty (60) days from the
date on which the rate of interest of the relevant Rupee Lender becomes higher than the effective rate of interest of Axis. 

  

	9.	SECURITY 

 The Rupee Loans together with all interests, default interests, fees, premia
on prepayment, remuneration payable to the Security Trustee and Lender’s Agent, costs, liquidated damages, charges, expenses and other monies whatsoever stipulated in or payable by the Borrower in terms of the Finance Documents to the
satisfaction of the Rupee Lenders, shall be secured by:- 
  

	 	i)	a first pari passu mortgage and charge on all the immovable properties, both present and future, of the RPS Assets except SSL Agricultural Land, subject to Clause 9(ii); and 


 

	 	ii)	a first pan passu mortgage and charge on SSL Leased Land, both present and future, within 90 (ninety days of receipt of the no-objection letter for creation of mortgage on the SSL Leased Land from the Government
Authority; 

  

	 	iii)	a first pari passu charge by way of hypothecation of all the movable fixed assets including movable plant and machinery, machinery spares, tools and accessories, fixtures, mechanical and electrical equipments, machinery
and all other movable fixed assets, both present and future of the RPS Assets. 

 The aforesaid mortgages/ charges shall in
all respects rank pari passu inter se amongst the Rupee Lenders and amongst all Existing Lenders and future lenders having charge on the Security without any preference or priority to one over the other or others 

 

	 	a)	Provided that the Borrower shall, with respect to the Rupee Lenders, create the Security as stipulated in Clause 9 (iii) simultaneously with the execution of this Agreement and 


 

	 	b)	Provided further that the Borrower shall procure and furnish to the Security Trustee/Rupee Lenders no-objection letters, as may be applicable, from the lenders/ security
trustee in whose favour the Borrower has created first charge in respect of the RPS Assets and create and perfect the Security in Clause 9 (i) and Clause 9 (iii) 


  
 8 









	10.	FINANCIAL COVENANTS 

 The Borrower shall maintain the following financial covenants
during the currency of Rupee Loans. 
  

	 	a.	Fixed Asset Coverage Ratio of minimum of 1.25 times; and 

  

	 	b.	Total Debt Gearing not exceeding 2. 

 The aforesaid financial covenants shall be calculated on
the standalone financials of the Borrower The Borrower shall submit a certificate from a Chartered Accountant within 90 days from the end of each Fiscal Year, certifying the above. Further, so long as the Borrower is in compliance with the financial
covenants as aforesaid, the Borrower shall not require any permission or no-objection letter from the Rupee Lenders for any additional borrowings and/or for creating any additional charge in respect of the Fixed Assets. Provided that the Borrower
shall, prior to availing any secured debt on Fixed Assets inform the Rupee Lenders/Security Trustee in writing and provide Chartered Accountant’s certificate about maintenance of financial covenants after considering the said secured borrowing
on Fixed Assets. 
  

	11.	RUPEE LENDERS’S RIGHTS 

 The Rupee Lenders shall, in relation to the Rupee Loans:

  

	 	a)	have the right to receive and adjust any payment/s that it may receive as an assignee of the insurance in relation to the RPS Assets towards amounts due and/or payable by the Borrower under this Agreement; and


  

	 	b)	The Rupee Lenders, upon giving reasonable notice to the Borrower, have the right to enter the property, inspect books of accounts/assets and records maintained by the Borrower and to have the Borrower’s
factory(s)/branches inspected by their officers and / or by Chartered Accountants, the cost whereof shall be borne by the Borrower. 

  

	12.	PRE-COMMITMENT CONDITIONS 

 The Borrower has satisfied the Rupee Lenders that the
following pre-commitment conditions have been complied with as on the date of signing of this Agreement 
  

	 	i	The Borrower has provided (a) certified true copies of the constitutional documents of the Borrower; (b) Board resolution for accepting the sanction of Rupee Loans; and (b) evidence of the corporate
power, authority and required corporate action to enter into, and signature authority of the persons executing the Finance Documents on behalf of the Borrower 

  

	 	ii	The Borrower has adopted all the necessary resolutions including but not limited to board/ shareholders resolution for borrowings to the Rupee Lenders’ satisfaction 


 

	13.	CONDITIONS PRECEDENT TO DISBURSEMENT 

 The obligation of the Rupee Lenders to make the
Disbursement under this Agreement shall be subject to the satisfaction (in form and substance) or waiver by the Rupee Lenders of the following conditions besides the Borrower performing all its obligations and undertakings under this Agreement, and
compliance by the Borrower with the conditions specified in this Agreement on of prior to the proposed Disbursement date for the Rupee Loans 
  

	 	a)	Execution of Finance Documents 

 The Finance Documents, other than documents which are
to be executed at a later date in terms of this Agreement in a form acceptable to the Rupee Lenders shall have been duly executed by the Borrower and the same shall be in full force and effect. 

 

	 	b)	Security 

 The Borrower shall have appointed the Security Trustee and the Security shall
have been created and perfected in favour of the Security Trustee within the lime period stipulated in the proviso to Clause 9 for the benefit of the Rupee Lenders under the Security Documents and shall be in full force and effect 

 

	 	c)	Opinions/Reports on Finance Documents 

 The Borrower shall have obtained opinions
reports of Lenders Legal Counsel on the finance Documents, compliance status report and other documents, undertakings etc. required to be entered into or obtained by the Borrower. All the costs expenses in this regard shall he borne by the Borrower


  
 9 









	 	d)	Authorisations 

 The Borrower shall have delivered to the Lenders’ Agent copies of
shareholders’ resolution under sections 293(l)(a) and 293(1)(d) of the Companies Act 1956, if applicable, and a certificate of the Auditor/Chartered Accountant/Company Secretary in respect thereof and any other documents, authorisations,
opinion or assurance as specified by the Lenders’ Agent. 
  

	 	e)	Default; Event of Defaults; Representation And Warranties 

 The Borrower shall certify
that no Default or Event of Default has occurred during such period or, if any, Default or Event of Default shall have occurred, specifying the nature and period of existence thereof, and what action the Borrower has taken, is taking or proposes to
take with respect thereto and the representations and warranties made or deemed to be made pursuant to Clause 15 herein or under other Finance Documents shall be true and correct both before and immediately after the proposed Disbursement is made.

  

	 	f)	Annual Audited Financial Statements 

 The Borrower shall have delivered to the
Lenders’ Agent annual audited financial statement of the Borrower. 
  

	 	g)	Know Your Customer 

 The Borrower shall have completed the compliances required under
the KYC norms of the Rupee Lenders 
  

	 	h)	Material Adverse Change 

 The Rupee Lenders shall have been satisfied that there has
been no material adverse change in the financial condition of the Borrower. 
  

	 	i)	Statutory Approvals 

 The Borrower shall have confirmed to the Lenders’ Agent that
all material regulatory approvals relating to the Fixed Assets are in place. 
  

	14.	CONDITIONS SUBSEQUENT TO DISBURSEMENT 

  

	 	a.	Certificate of Chartered Accountant 

 The Borrower shall, within 60 days from the date
of each Disbursement, submit a certificate from the Chartered Accountant on utilization of the funds. 
  

	 	b.	No Objection Certificates 

 The Borrower shall have procured and submitted the necessary
no objection certificates from other lenders, if applicable, within a period of 180 (one hundred and eighty) days from the date of Initial Disbursement or within such time period as may be extended by the Rupee Lenders 

 

	15.	BORROWER’S REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS 

 With a view to
induce the Rupee Lenders to grant the Rupee Loans to the Borrower, the Borrower hereby represents/warrants/covenants/undertakes with the Rupee Lenders that it- 
  

	 	a)	has been duly formed and has the power to carry on its business as it is now being carried on and to own its property and assets and has the power to borrow the Rupee Loans and the authorised signatories have the
authority to execute the Rupee Loan documentation on behalf of the Borrower 

  

	 	b)	shall furnish to the Rupee Lenders all such information, statements, particulars, estimates and reports etc. as the Rupee Lenders may require from time to time as to the compliance with the terms of this Agreement and
Applicable Law. 

  

	 	c)	shall not enter into any scheme of merger, amalgamation, compromise or reconstruction, without the prior written permission of the Rupee Lenders except scheme(s) by whatever name called, which are within the Vedanta
Group or except such schemes by virtue of which Management Control of the business does not move out of the Vedanta Group. 


  
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	 	d)	shall not make any amendments in the Borrower’s Memorandum and Articles which may have any material adverse effect on the Rupee Loans without prior notice to the Lenders’ Agent; 


 

	 	e)	shall make available to the Rupee Lenders such security in such form and substance as may be required by the Rupee Lenders as per the terms of this Agreement; 


 

	 	f)	shall always have until all its dues hereunder are not repaid to the Rupee Lenders, a clear and marketable title to the assets and properties on which the Security Interest is to be created in favour of the Security
Trustee for the benefit of the Rupee Lenders; 

  

	 	g)	has no material pending claims, demands, litigation or proceedings against it before any court or authority (public or private) (save and except those in the normal course of business with various authorities /
appellate boards and/or as disclosed in the balance sheet); 

  

	 	h)	shall in addition to the statement/s required by the Rupee Lenders furnish such other information/documents concerning its trade, business or otherwise as the Rupee Lenders may require from time to time;


  

	 	i)	shall promptly inform the Rupee Lenders of any loss or damage to the property constituting the Rupee Lenders’ security due to any force majeure or Act of God; 


 

	 	j)	shall be liable to repay the Rupee Loans, interest and all other sums due and payable under this Agreement and to observe its terms and conditions; 


 

	 	k)	shall maintain Security in good order and habitable condition and not allow it to deteriorate or commit any act which is destructive or permanently injurious to the Security or do anything which will render the security
in favour of the Rupee Lenders, insufficient; 

  

	 	l)	shall ensure the officials of the Borrower executing this Agreement and the documents to be executed in pursuance thereof are duly and properly holding office and are fully authorised to execute the same:


  

	 	m)	shall utilise the Rupee Loans only for the purpose sanctioned. The Borrower shall within 60 (sixty) days from the date of each Disbursement submit an end use certificate from the Charted Accountant certifying that such
Disbursed Rupee Loan has been utilized for the purpose of as set forth in Clause 2.2: 

  

	 	n)	agrees that am accretion to the said Security(ies) (if any) and other benefits from time to time accruing in respect of the said Security(ies) or any part thereof shall also be deemed to be charged/mortgaged with the
Rupee Lenders by the Borrower; 

  

	 	o)	shall furnish the Cretin Rating from an accredited credit rating agency and shall provide the Credit Rating report to the Rupee Lenders within 90 (ninety) days from the Initial Disbursement and thereafter at annual
intervals. The cost of such rating shall be borne by the Borrower: 

  

	 	p)	agrees that the Rupee Lenders shall have a right to revise the Spread on the Base Rate during the currency of the Rupee Loans in the event the Credit Rating is downgraded by 3 (three) notches 


 

	 	q)	shall maintain, either directly and or indirectly Management Control of Cairn India Limited and Hindustan Zinc Limited during the tenure of the Rupee Loans. 


 

	 	r)	shall not, without the prior written permission from Rupee Lenders declare dividend, if any default is continuing in any repayment obligation of the Rupee Loans 


 

	 	s)	Inspection 

 The Borrower shall permit representatives of the Rupee Lenders to
visit and inspect its offices, properties and the assets of the Borrower to carry out technical financial and legal inspections at least once in 6 (six) months; to examine the Borrower’s books of records. account and documents; to make copies
therefrom and to discuss the Borrower’s affairs, finances and accounts with the Borrower’s principal officers engineers and Auditor’s and by 

  
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this provision the Borrower authorises such Auditor to discuss its affairs, finances and accounts), at all times during the currency of the Rupee Loans as such representative may desire. The cost
of the inspection, travelling and all other expenses shall be payable by the Borrower to the Rupee Lenders in this behalf 
  

	 	t)	Imposts, Costs and Charges 

  

	 	(i)	The Borrower shall, at all times during so long as any monies remain due and outstanding to the Rupee Lenders, bear all such imposts, duties and taxes (including interest and other taxes, if any) as may be levied from
time to time by the Government Authority pertaining to or in respect of the Rupee Loans. 

  

	 	(ii)	The Borrower shall pay all other costs, charges and expenses (including costs of investigation of title, documentation, due diligence or any other cost for the protection of the Rupee Lenders’ interests including
enforcement of the Security Interests and recovery of dues) in any way incurred by the Rupee Lenders/Security Trustee in connection with the making and protection of the Rupee Loans/ Security Interest and such additional stamp duty, other duties,
taxes, charges and other penalties if and when Borrower is required to pay according to the laws for the time being in force in the State in which its properties are situated. 


 

	 	(iii)	In the event the Borrower fails to pay the monies referred to in Clause (t) (i) and (ii) above the Rupee Lenders will be at liberty (but shall not be obliged) to pay the same. The Borrower shall reimburse
all sums paid by the Rupee Lenders in accordance with the provisions of this Agreement. 

  

	 	u)	Reimbursement of Expenses 

 The Borrower shall reimburse all sums and expenses
paid by the Rupee Lenders under the provisions of this Agreement (as may be mutually agreed between the Rupee Lenders and the Borrower), within 15 (fifteen) Business Days from the date of notice of demand from the Rupee Lenders. If not paid within
such 15 (fifteen) Business Days, all such sums shall carry interest at the Interest Rate from the date of incurring of the expenses till the date of such reimbursement 
  

	 	v)	Utilisation of Rupee Loans 

 The Rupee Loan shall not be utilised for: 

 

	 	(i)	subscription or purchase of shares and debentures; 

  

	 	(ii)	for extending loans to subsidiaries or associate companies or making any inter corporate deposit; and 

  

	 	(iii)	for speculative purposes 

  

	 	w)	Maintenance of Existence; Books and Records 

 The Borrower shall preserve and
maintain its legal existence, and shall maintain the clearances and other rights, privileges and consents necessary for the maintenance of its existence and the conduct of its affairs. The Borrower shall maintain proper books of record in accordance
with GAAP and as required under the Applicable Law as are necessary to truly, accurately and fairly reflect the financial condition and results of operations of the Borrower and copies of all documents and ail records relating to the utilization of
the Disbursement out of the Rupee Loans and the operations and financial condition of the Borrower and such other statements as may be prescribed by the Rupee Lenders/RBI and such records shall be open for the examination by the Rupee Lenders ad
their authorized representatives. 
  

	 	x)	Annual Audited/unaudited Financial Statements 

 As soon as available and in any
event within 90 (ninety) days after the end of each Fiscal Year, the Borrower shall furnish to the Rupee Lenders, provisional balance sheet and profit and. loss account and audited accounts within 6 (six) months after the end of each Fiscal Year

  

	 	y)	Quarterly Statements 

 As soon as available and in any event within 45 days after
the end of each quarter, the Borrower shall submit the quarterly financial results of the Borrower for the quarter then ended 
  

	 	z)	The Borrower shall promptly inform the Lenders’ Agent of the happening of any event likely to have a material impact of the Borrower’s profits or business 


  
 12 









	 	aa)	Shall pay all fees, expenses and other charges payable by it under the terms of this Agreement including the fees and costs payable to the Lenders’ Legal Counsel and other consultants or experts relating to
insurance, inspection, search reports from Registrar of Companies, other incidental expenses etc. 

  

	 	bb)	Corporate Governance 

 The Borrower agrees and confirms that it shall conform to
all mandatory recommendations on corporate governance per the guidelines issued/to be issued by Security Exchange Board of India (SEBI) and/or any other authority and if applicable to the Borrower. The Borrower confirms that the directors/promoters
of the Borrower are not related to any of the directors/senior officers of the Rupee Lenders. The Borrower agrees that in case the declaration is found to be false at any later date, the Rupee Lenders would be entitled to revoke and/or recall the
Rupee Loan. 
  

	 	cc)	The Borrower hereby declares and confirms that none of the directors or his / her relatives (as defined in RBI Master Circular – Loans and Advances-Statutory and Other Restrictions) or senior officials of the Rupee
Lenders or the directors of another bank/ financial institution, holds interest in the Borrower or its subsidiary or its holding company. The Borrower agrees to duly inform the Lenders’ Agent as and when the requirement as aforesaid is breached
and to act according to the advice of the Rupee Lenders in that regard. 

  

	 	dd)	The Borrower hereby declares and confirms that to the best of its knowledge no relative of a senior officer of the Rupee Lenders or the participating Rupee Lenders under consortium, holds substantial interest or is
interested as a director/guarantor in the Borrower or as subsidiaries or group companies. 

  

	 	ee)	The Borrower hereby confirms and declares that to the best of its knowledge none of the Directors (including Chairman/ Managing Director) of the Rupee Lenders or other banks/ their subsidiaries trustee of mutual funds/
venture capital funds set up by the Rupee Lenders or their relatives, hold substantial interest or are interested as director/ guarantor in the Borrower company/ subsidiary/ holding company 


 

	 	ff)	the Borrower agrees that Axis shall have the first right of refusal in case the Borrower enters into any derivative deals for the Rupee Loans Disbursed under this Agreement. 


 

	 	gg)	The Borrower hereby confirms and declares that none of its Directors is a Director or specified near relative of a Director of a banking company In case the Borrower is related to a director of the Rupee Lenders, the
Borrower agrees to give a declaration stating the details of the relationship. 

  

	 	hh)	The Borrower agrees to submit a certificate from a professional, preferably by a practicing Company Secretary regarding sharing of information, as per the format stipulated by RBI 


 

	 	ii)	The Borrower agrees to procure and furnish to the Rupee Lenders no objection letter from the Government Authority for creation of mortgage in respect of the SSL Leased Land as soon as possible from the Effective Date.


  

	16.	     

  

	16.1.	EVENTS OF DEFAULT 

 Each of the following events shall constitute an Event of Default
under this Agreement: 
  

	 	(a)	Default with respect to Rupee Lenders 

  

	 	(i)	In Payment of Principal Sums 

 Default by the Borrower in the payment of any installment
of the principal of the Rupee Loans hereunder on the Due Date(s) and such default has continued for a period of 30 thirty days from the date of default. 
  

	 	(ii)	In Payment of Interest 

 Default by the Borrower in payment of any installment of
interest on the Rupee Loans on any Interest Payment Date or payment of any other monies owing under this Agreement or any other Finance Documents or Security Documents and such default has continued for a period of 30 (thirty) days. 

 

	 	(b)	Default in Performance of Covenants and Conditions 


  
 13 








 Default has occurred in the performance or observance of any other covenant or condition or
agreement on the part of the Borrower under this Agreement or any other Finance Documents and/or the Security Documents, and such default has continued for a period of 30 (thirty) days from the date of default. 

 

	 	(c)	Supply of Misleading Information 

 Any information given by the Borrower and other
documents furnished by the Borrower or the representations made or warranties given/deemed to have been given by the Borrower to the Rupee Lenders is found to be misleading or incorrect in any material respect or any material information is
suppressed or withheld by the Borrower and such default has continued for a period of thirty (30) days from the date of default. 
  

	 	(d)	Misappropriation 

 The Rupee Loans or any part thereof are utilised for any purpose
other than the purpose mentioned in Clause 2.2 hereto; 
  

	 	(e)	Inability to pay Debts 

  

	 	(i)	If the Borrower is unable to or admits in writing its inability to pay its debts in excess of Rs.500.00 as they mature or not paid when due/within applicable grace period or accelerated due to default; or


  

	 	(ii)	proceedings for taking it into winding up or liquidation have been commenced provided that no such proceedings shall constitute an Event of Default if the Borrower can establish to the satisfaction of the Rupee Lenders
that such proceedings relate to a frivolous or vexatious claim which is dealt with, disposed of, discharged or otherwise withdrawn to the satisfaction of the Rupee Lenders within ninety (90) days of the date of commencement of such proceedings
or such additional time as the Rupee Lenders may agree. 

  

	 	(f)	Arrangement with Creditors 

 Borrower commences negotiations with any one or more of its
creditors, with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors and such default has continued for a period of thirty (30) days from the
date of default. 
  

	 	(g)	Proceedings for Insolvency against the Borrower 

 The Borrower has voluntary become the
subject of proceedings under any bankruptcy or insolvency law or the Borrower is voluntarily dissolved. 
  

	 	(h)	Necessary Clearances and Authorisations 

 All or substantially all material licenses or
other authorizations are revoked, terminated or suspended and the majority of the same are not restored within a period of ninety (90) days from the date of default. 
  

	 	(i)	Expropriation Events 

 An event of total loss or nationalisation or expropriation of all
or substantially all of the RPS Assets and such default has continued for a period of thirty (30) days from the date of default 
  

	 	(j)	Cessation of Business 

 If the Borrower ceases or threatens to cease to carry on its
business or gives notice of its intention to do so and such default has continued for a period of ninety (90) days from the date of default. 
  

	 	(k)	Illegality 

  

	 	(i)	It is or becomes unlawful for any Person to perform any of its obligations under the Finance Document or Security Document, unless such Person has been replaced by the Borrower with another Person, who can lawfully
discharge such obligations under the said documents, within such time as may be stipulated by the Rupee Lenders 

  

	 	(ii)	Any Finance Document or Security Document or any provision of any Finance Document or Security Document is required by any law or regulation having the force of law to be waived, amended, modified or abandoned



  
 14 









	 	(iii)	Any obligation under any Finance Document or Security Document is not or ceases to be valid and binding obligation of any party to it or becomes void, illegal, unenforceable or is repudiated by any party to it.


  

	 	(l)	Change in Management Control 

 Any change in Management Control of the Borrower. 

 

	 	(m)	Inadequate Security 

 If the Fixed Assets depreciate in value to such an extent that, in
the opinion of the Rupee Lenders further security to the satisfaction of the Rupee Lenders should be given and on advising the Borrower to that effect such security has not been given to the Rupee Lenders within thirty (30) days of the advice.

  

	 	(n)	Appointment of Receiver or Liquidator 

 A receiver or liquidator of all or substantially
all of the undertaking of the Borrower has been appointed in any proceeding. 
  

	 	(o)	Attachment and Distraint on Secured Properties 

 If an attachment or distraint has been
levied on the assets mortgaged/to be mortgaged or hypothecated or any part thereof or certificate proceedings or execution proceedings have been taken or commenced for recovery of any dues from the Borrower and such order has not been vacated within
a period of thirty (30) days and/or proceedings are not withdrawn to the satisfaction of the Rupee Lenders within thirty (30) days of the date of commencement of such proceedings or such additional time as the Rupee Lenders may agree. 

 

	 	(p)	Extra-ordinary Circumstances 

 If extra-ordinary circumstances have occurred which make
it improbable for the Borrower to fulfill its obligations under this Agreement or any other transaction documents and such default has continued for a period of thirty (30) days from the date of default. 

 

	 	(q)	Security in Jeopardy 

 If, in the opinion of the Rupee Lenders, the Security Interest of
the Rupee Lenders is in jeopardy for a period of 30 (thirty) days. 
  

	16.2.	Notice on the happening of an Event of Default 

 If any Event of Default or any event
which, after the notice or lapse of time or both would constitute an event of default shall have happened, the Borrower shall forthwith give the Lenders’ Agent notice thereof in writing specifying such Event of Default, or such Default. The
Borrower shall also promptly inform the Lenders’ Agent if and when any statutory notice of winding-up under the provisions of the Act or any other law or of any suit or legal process intended to be filed/initiated against the Borrower, is
received by the Borrower 
  

	16.3.	CONSEQUENCES OF EVENTS OF DEFAULT 

  

	 	1	If an Event of Default has occurred the Rupee Lenders may, without prejudice to any rights and remedies available to them under the Finance Documents and/or Applicable Laws, take one or more of the following actions if
the default is not remedied and/or is continuing at the end of the notice period provided for such default. 

  

	 	a	accelerate the payment, repayment or reimbursement, as the case may be, of the secured obligations, whereupon the Rupee Lenders may by a notice in writing to the Borrower, declare all the outstanding secured obligations
to be payable forthwith; 

  

	 	b	to suspend any withdrawal to be effected in the Rupee Loan account; 

  

	 	c	take possession of the Security so created whether by itself or through any of the recovery agents or attorneys as may be appointed by the Rupee Lenders. 


 

	 	d	take any other action as it may deem fit for recovery of its dues and enforcement of the Securities. 

  

	 	2	Further, the Security Trustee/Rupee Lenders shall be entitled to forthwith take physical possession of the assets hypothecated and/or mortgaged in favour of the Security Trustee for the benefit of the Rupee Lenders and
alienate, sell, transfer the said properties either by itself or through its agents and sell or otherwise deal with the same to enforce the Rupee Lenders’ security and recover the dues 


  
 15 









	 	3	The Borrower agrees and undertakes not to prevent or obstruct the Rupee Lenders from taking possession of the properties. 

  

	 	4.	The Borrower shall pay any deficiency, forthwith to the Rupee Lenders. The Rupee Lenders shall also be entitled to adjust and a right of set-off on all monies belonging to the Borrower standing to its credit in any
account whatsoever with the Rupee Lenders, towards payment of such deficiency. Nothing contained in this clause shall oblige the Rupee Lenders to sell, hire or deal with the properties and the Rupee Lenders shall be entitled to proceed against the
Borrower independent of such other Security. The Borrower agrees to accept the Rupee Lenders’ accounts in respect of such sale, hire, dealing or otherwise as conclusive proof of the correctness of any sum claimed to be due from the Borrower In
case of any deficit, the deficit amount shall be recovered by the Rupee Lenders from the Borrower. 

  

	17.	APPOINTMENT OF THE SECURITY TRUSTEE AS THE BORROWER’S ATTORNEY 

 The Borrower hereby
appoints the Security Trustee as its true and lawful attorney to do and execute for and in the name and on behalf of the Borrower, upon occurrence and continuance of an Event of Default, all or any of the acts, deeds and things. 

 

	18.	ASSIGNMENT, NOVATION AND PARTICIPATION 

  

	 	(i)	The Borrower hereby agrees that any Rupee Lender may at any time during the currency of the Rupee Loans, without the consent of the Borrower provide refinance, assign all or any of its rights and benefits hereunder or
transfer or novate or assign, in accordance with (iii) below all or part of its rights, benefits and obligations hereunder or under the Finance Documents to which it is a party to any bank, financial institution or public financial institution
(under Section 4A of the Companies Act 1956) (“New Rupee Lender”) subject to the rights of the Borrower not being prejudicially affected. Nothing herein shall prevent the assignment by any Rupee Lenders of its rights and
benefits under the Finance Documents. 

  

	 	(ii)	If any Rupee Lender provides refinance, assigns all or any of its rights, obligations and benefits hereunder and the other Finance Documents to which it is a party in accordance with sub clause (i) above, then, unless
and until the assignee has agreed with the Rupee Lenders that it shall be under the same obligations towards each one of them as it would have been hereunder and the other Finance Documents as if it has been an original party hereto or thereto as a
Rupee Lender, the Rupee Lenders shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been an original party thereto. 


 

	 	(iii)	If a Rupee Lender wishes to provide refinance or to transfer or novate or assign all or any of its rights, benefits and obligations hereunder and the other Finance Documents to which it is a party then such transfer or
novation or assignment shall be made by delivering to the Rupee Lenders a duly completed, stamped and executed transfer notice in the form set out in SCHEDULE IV (the “Transfer Notice”). 


 

	 	a)	to the extent that in that Transfer Notice the relevant Rupee Lender seeks to provide refinance or to transfer or novate or assign its outstanding Rupee Loan amount due and/or its commitment, the Borrower or the
relevant Rupee Lender, as the case may be shall each be released from further obligations to each other and their respective rights against each other shall be cancelled (such rights and obligations being referred to as “discharged rights
and obligations”); 

  

	 	b)	the Borrower and the New Rupee Lender shall each assume new obligations towards each other and/or acquire new rights against each other which differ from the discharged rights and obligations only in so far as the
Borrower and that New Rupee Lender, as the case may be have assumed and acquired the same in place of the Borrower and such Rupee Lender as the ease may be and 

  

	 	c)	the New Rupee Lender and the other Parties to this Agreement and as the case may be the other Finance Documents (other than the Borrower) shall acquire the same rights and assume the same obligations between themselves
as regards the Borrower as they would have acquired and assumed had that New Rupee Lender been an original party to this Agreement and as the case may be, the other Finance Documents as a Rupee Lender with the rights and/or obligations acquired or
assumed by it as a result of that novation (and to that extent, the original Rupee Lender and those other parties shall each be released from further obligations to each other) 


  
 16 









	 	d)	Upon execution of the Transfer Notice, Schedule I and Schedule III of the Common Rupee Loan Agreement shall be amended and restated as set out in the Annexures of the Transfer Notice. 


 

	 	e)	The Borrower agrees that upon such transfer or assignment or novation, the interest rate of the New Rupee Lender shall be linked to the New Rupee Lender’s Base Rate on the date of such transfer and the Spread shall
be determined accordingly. 

  

	 	f)	The Parties agree that such transfer or assignment or novation shall be without any additional costs to the Borrower. 

  

	19.	RUPEE LENDERS’S APPOINTMENT OF LENDER’S AGENT 

  

	 	19.1.	The rights, powers and remedies available to the Rupee Lenders under Applicable Law and under these presents shall be exercised by the Rupee Lenders through any of its employees or agents and the Rupee Lenders may
delegate any or all of the said powers and authorities to such employee or agent. 

  

	 	19.2.	AUTHORISATION 

 The Rupee Lenders hereby appoint and authorize the Lenders’ Agent
to act as its agent hereunder and under other Finance Documents with such powers as are expressly delegated by terms of this Agreement, the other Finance Documents, together with such other powers as are reasonably incidental thereto. The Rupee
Lenders hereby authorizes and directs the Lenders’ Agent to execute and deliver on behalf of the Rupee Lenders all the Finance Documents and ratifies the execution and delivery of all Finance Documents or Security Documents. 

 

	 	19.3.	RIGHTS OF LENDERS’ AGENT AS RUPEE LENDER 

 With respect to the Rupee Loans, the
Lenders’ Agent shall have the same powers and rights under this Agreement as the Rupee Lenders and may exercise the same as though it was not acting as the Rupee Lenders’ Agent and the terms Rupee Lenders in the Finance Documents and the
Security Documents shall, unless the context otherwise warrants, include the Lenders’ Agent in its individual capacity 
  

	20.	INSURANCE 

 The Borrower shall within 90 (ninety) days from the Effective Date and
thereafter at all times during the currency of the Rupee Loans, at its own cost, keep the property constituting the Security fully insured against such risks and for such amounts and for such period and forms as the Rupee Lenders may require, in the
name of the Borrower and the Security Trustee as the loss payee or with the usual Bank mortgage clause, with a reputed insurance company and shall deposit a copy of the insurance policies and copy of cover notes premium receipts etc. with the
Lenders Agent / Security Trustee. The Borrower shall make punctual payment of all premium and shall not do or suffer to be done any act which may invalidate such insurance. If the Borrower fails to insure or keep insured all/any of the
property/assets as aforesaid, then the Rupee Lenders shall without prejudice to or affecting its rights hereunder, be at liberty (but not bound) to insure and keep the same insured and the Borrower shall on demand repay to the Rupee Lenders all
amounts spent or incurred by the Rupee Lenders in doing so, with interest at the rate applicable for the Rupee Loan as aforesaid 
  

	21.	TAXES 

  

	 	21.1.	Taxes and Net Payments 

 All payments to be made by the Borrower to the Rupee Lenders
hereunder shall be made free and clear of and without deduction for or on account of taxes, unless the Borrower is required to make such a payment subject to the deduction or withholding of taxes, in which case the sum payable by the Borrower in
respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that after the making of the required deduction, such Rupee Lenders receives and retains (free from any liability in respect
of any such deduction) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made, except if the deduction or withholding was made in respect of any Taxes calculated
with reference to the income received by any Rupee Lenders, provided that the Borrower delivers to the Rupee Lenders tax withholding or tax deduction certificates in respect of such withholding or deduction


  
 17 









	 	21.2.	Tax Indemnity 

 Without prejudice to the provisions of Clause 21.1, if the Rupee Lenders
or the Lenders’ Agent on such Rupee Lenders’ behalf is required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference to the net income paid) or otherwise on or in relation to any sum received or
receivable hereunder by the Rupee Lenders or the Lenders’ Agent on its behalf (including, without limitation, any sum received or receivable under this Clause 21 hereof) or any liability in respect of any such payment is asserted, imposed,
levied or assessed against the Rupee Lenders or the Lenders’ Agent on its behalf, the Borrower shall, upon demand, promptly indemnify and pay to the Rupee Lenders or the Lenders’ Agent, as the case may be, against such payment or
liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith. The Rupee Lenders or the Lenders’ Agent, as the case may be, shall, on the request of the Borrower, contest such claim provided
that (a) they are satisfied in their sole discretion that such levy has not been lawfully made; (b) they shall be fully indemnified by the Borrower in respect of any liability arising out of and all costs and expenses incurred by them in
respect of such contest; and (c) the Borrower provides Security to the satisfaction of the Rupee Lenders in respect of such contest prior to and as a condition of initiation of such contest. 

 

	 	21.3.	Notification by Rupee Lenders 

 The Rupee Lenders intending to make a claim under Clause
21.2 hereof shall notify the Lenders’ Agent promptly and in any event within ten (10) days of becoming aware of the circumstances by which it is entitled to do so and shall deliver to the Lenders’ Agent a certificate setting out in
reasonable detail the basis of such claim, whereupon the Lenders’ Agent shall promptly, and in any event within ten (10) days from the date on which it receives such certificate, notify the Borrower thereof and shall deliver to the
Borrower a copy of such certificate. 
  

	 	21.4.	Notification by Borrower 

 If at any time the Borrower is required to make any deduction
or withholding from any sum payable by the Borrower hereunder (or if thereafter there is any change in the rates at which or the manner in which such deductions or withholdings are calculated) the Borrower shall as soon as practicable notify the
Lenders’ Agent and the Rupee Lenders. 
  

	 	21.5.	Receipt 

 The Borrower shall deliver to the Lenders’ Agent within a reasonable
period a copy of the receipt, if any, issued by the applicable taxation or other authority evidencing the deduction or withholding of all amounts required to be deducted or withheld from such payment or (if it is not possible for the Borrower to
provide a copy of such receipt) such other evidence as may be requested by the Lenders’ Agent. 
  

	22.	MISCELLANEOUS 

  

	 	22.1.	It is hereby agreed between the Parties that the Schedules may be amended, revised, substituted by way of written communication by the Rupee Lenders to the Borrower from time to time. Such correspondences between
the Rupee Lenders and acceptance thereof by the Borrower shall be deemed to be an integral part of this Agreement and shall be read in conjunction thereof. 

  

	 	22.2.	The Parties agree that any delay or omission by the Rupee Lenders in exercising any of its rights, powers or remedies as the lender of the loan under this Agreement and other documents pursuant hereto shall not
impair the right, power or remedy or be construed as its waiver or acquiesce by the Rupee Lenders 

  

	 	22.3.	The Borrower agrees to accept the statement of account sent by the Rupee Lenders/Security Trustee or by any other authorised representative of the Rupee Lenders/Security Trustee conclusive proof of the
correctness of any sum claimed to be due from the Borrower 

  

	 	22.4.	The Parties confirm that this Agreement and its Schedules and any other documentation pursuant to it represent one single agreement between the Parties 


 

	 	22.5.	 This Agreement supersedes all prior discussions and representations between the Parties, including the Rupee Lenders’ brochure, save with
respect to the obligations of and 



  
 18 









	 	
representations made by the Borrower to the Rupee Lenders set forth in any correspondence, application forms or otherwise made or agreed to be made howsoever 


 

	 	22.6.	The addresses of the Parties shall be as mentioned under the Schedule V The Borrower shall forthwith inform the Rupee Lenders of any change in its address. 


 

	 	22.7.	Any notice or request required or permitted under this Agreement to be given by either Party to the other shall be only in writing and sent on the address of the other Party as mentioned in the Schedule V (or in
case to the Borrower, on the address of the Borrower last known to the Rupee Lenders) 

  

	 	22.8.	Any notice or demand hereunder shall be in writing, signed by any of the Rupee Lenders’ officers and may be made by leaving the same or sending it through the post addressed to the Borrower at the address
specified above or the address last known to the Rupee Lenders; and a notice or demand so given or made shall be deemed to be given or made on the day it was so left or, as the case may be, two business days following that on which it was so posted,
and shall be effectual notwithstanding that the same may be returned undelivered and notwithstanding the Borrower’s change of address. 

  

	 	22.9.	The Borrower shall indemnify and keep the Rupee Lenders indemnified against all actions, suits, proceedings and all costs, charges, expenses, losses, or damages which may be incurred or suffered by the Rupee
Lenders by reason of any false or misleading information given by the Borrower to the Rupee Lenders hereunder or any breach/default/contravention/non-observance/non-performance by the Borrower of any terms, conditions, agreements and provisions
hereunder. The Rupee Lenders shall be entitled to include any amount payable by the Borrower under this Clause in the said dues being the subject matter of this Agreement. 


 

	 	22.10.	If any provision of this Agreement is illegal, invalid or unenforceable for any reason it will be secured from the remaining provisions, which will remain unaffected. 


 

	23.	GOVERNING LAW AND JURISDICTION 

  

	 	23.1.	The Borrower agrees that the Agreement shall be governed by Indian law and that the courts and tribunals in Mumbai shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection
with the Agreement and that accordingly any suit, action or proceedings (together, the Proceedings) arising out of or in connection with the Agreement may be brought in such courts or tribunals. The Borrower irrevocably agrees to submit to and
accept for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts or tribunals. 

  

	 	23.2.	The Borrower irrevocably waives any objection now or in future, to the laying of the venue of any Proceedings in the courts and tribunals in Mumbai and any claim that any such Proceedings have been brought in an
inconvenient forum, and further irrevocably agrees that a judgment in any Proceedings brought in the courts and tribunals in Mumbai shall be conclusive and binding upon them and may be enforced in the courts of any other jurisdiction (subject to the
laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by Applicable Law. 


 

	 	23.3.	Nothing contained in this Clause 23.3, shall limit any right of the Secured Parties to take Proceedings in any other court or tribunal of competent jurisdiction, nor shall, to the extent permitted by Applicable
Law, the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other competent jurisdiction whether concurrently or not and the Borrower irrevocably waives 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 

  

	 	23.4	The Borrower hereby consents generally in respect of any Proceedings arising out of or in connection with the Agreement to the giving of any relief or 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 


 

	 	23.5.	 To the extent that the Borrower may claim for themselves or their assets, immunity from suit, execution, attachment (whether in aid of
execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to them or their assets such immunity (whether or not claimed), the Borrower hereby irrevocably agrees




  
 19 









	 	
not to claim and hereby irrevocably waive such immunity However, this shall not limit the ability of the Borrower to take up any defence available under the Applicable Law or equity


  

	24.	CIBIL DISCLOSURE CLAUSE 

  

	 	24.1.	The Borrower also agrees, undertakes and confirms as under 

 The Borrower understands
that as a precondition relating to the grant of and/or continuing the grant of Rupee Loans to the Borrower, the Rupee Lenders requires the Borrower’s consent for the disclosure by the Rupee Lenders of, information and data relating to the
Borrower, of the Rupee Loans availed of/to be availed by the Borrower, in discharge thereof. 
 Accordingly, the Borrower hereby agrees and
gives consent for the disclosure by the Rupee Lenders of all or any such: 
  

	 	a)	information and data relating to the Borrower; 

  

	 	b)	the information of data relating to the Rupee Loan availed of/to be availed by the Borrower; and 

  

	 	c)	default, if any, committed by the Borrower, in discharge of the Borrower’s such obligation; 

  

	 	d)	as the Rupee Lenders may deem appropriate and necessary, to disclose and furnish to Credit Information Bureau (India) Limited [“CIBIL”] and any other agency authorised in this behalf by Reserve Bank of
India [“RBI”]. 

  

	 	24.2.	The Borrower declares that the information and data furnished by the Borrower to the Rupee Lenders are true and correct. 

  

	 	24.3.	The Borrower also undertakes that: 

  

	 	(i)	CIBIL and any other agency so authorised may use, process the said information and data disclosed by the Rupee Lenders in the manner as deemed fit by them; and 


 

	 	(ii)	CIBIL and any other agency so authorised may furnish for consideration, the processed information and data disclosed or products thereof prepared by them, to Bank(s)/Financial Institution(s) and other Credit Grantors or
Registered Users, as may be specified by the RBI in this behalf. 


  
 20 








 SCHEDULE I 

PARTICULARS OF RUPEE LENDERS & RUPEE LOANS 

PART A 
 AXIS BANK LIMITED, a
company registered under the Companies Act, 1956 and a banking company within the meaning of Section 5(c) of the Banking (Regulation) Act, 1949 and having its registered office at Trishul, Third Floor, Opp. Samartheswar Temple, Law Garden,
Ellisbridge, Ahmedabad 380 006, Gujarat, India, acting through its branch at Axis House, Ground Floor, C2, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai 400 025 (hereinafter referred to as “Rupee Lender” or
“Axis” as the context may require, which expression shall, unless it be repugnant to the subject or context there of include its successors and assigns) 

PART B 
  

																	
	 	  	(Rupees in Crores)	 
	 NAME OF THE RUPEE LENDERS
	  	AMOUNT OF THE RUPEE LOANS	 	  	Total	 
	 	  	Tranche I Loan	 	  	Tranche II Loan	 	  	Tranche III Loan	 	  	 	 
	 Axis Bank Limited
	  	 	600.00	  	  	 	700.00	  	  	 	700.00	  	  	 	2000.00	  


  
 21 








 SCHEDULE II 

REPAYMENT SCHEDULE 
  

							
	 Particulars
	  	 Date of Repayment
	  	Amount(in Rs. crs)	 
	 Tranche- I
	  	3 years from the Initial Disbursement Date of Tranche I Loan	  	 	600.00	  
	 Tranche- II
	  	4 years from the Initial Disbursement Date of Tranche II Loan	  	 	700.00	  
	 Tranche- III
	  	5 years from the Initial Disbursement Date of Tranche III Loan	  	 	700.00	  
		  		  	  
	  
	 
	 Total
	  		  	 	2000.00	  
		  		  	  
	  
	 


  
 22 








 SCHEDULE III 

PARTICULARS OF INTEREST FOR RUPEE LENDERS 
  

	(A)	The Interest Rate shall be payable monthly on the Interest Payment Date, which shall be the last date of each calendar month, which shall be determined as follows: 


Tranche I Loan 
  

															
	 Sr No.
	  	 Name of the Rupee Lender
	  	Base Rate of
Rupee Lender as
on the Effective
date (% p.a.)	 	 	Spread as on
Effective Date
(in %)	 	 	Interest Rate
as on Effective
Date
(in % p.a.)	 
	 	  	 	  	(“A”)	 	 	(“B”)	 	 	(“C= A+B)	 
	 1.
	  	Axis Bank Ltd	  	 	10.25	% 	 	 	0.25	% 	 	 	10.50	% 

 Tranche II Loan 
  

															
	 Sr No.
	  	 Name of the Rupee Lender
	  	Base Rate of
Rupee Lender as
on the Effective
date (% p.a.)	 	 	Spread as on
Effective Date
(in %)	 	 	Interest Rate
as on Effective
Date
(in % p.a.)	 
	 	  	 	  	(“A”)	 	 	(“B”)	 	 	(“C= A+B)	 
	 1.
	  	Axis Bank Ltd	  	 	10.25	% 	 	 	0.25	% 	 	 	10.50	% 

 Tranche III Loan 
  

															
	 Sr No.
	  	 Name of the Rupee Lender
	  	Base Rate of
Rupee Lender as
on the Effective
date (% p.a.)	 	 	Spread as on
Effective Date
(in %)	 	 	Interest Rate
as on Effective
Date
(in % p.a.)	 
	 	  	 	  	(“A”)	 	 	(“B”)	 	 	(“C= A+B)	 
	 1.
	  	Axis Bank Ltd	  	 	10.25	% 	 	 	0.25	% 	 	 	10.50	% 


  
 23 








 SCHEDULE IV 

TRANSFER NOTICE 
  

					
	To	 	(1)	 	Rupee Lenders
			
		 	(2)	 	Sesa Sterlite Limited
		 		 	Attention:

 This Transfer Notice has been issued pursuant to Clause 18(iii) of the common rupee loan agreement dated as of
             (the “Common Rupee Loan Agreement”), entered interalia among the Borrower, Security Trustee, Lenders’ Agent and the Rupee Lenders.

  

	 	1	Terms defined in the Common Rupee Loan Agreement have the same meaning in this Transfer Notice and in particular: 

  

	 	•	 	“Existing Lender” for the purpose of this Transfer Notice, mean [Insert name of the Existing Lender]; 

  

	 	•	 	“New Rupee Lender” means [Insert name New Rupee Lender] 

  

	 	2	The Existing Lender: 

  

	 	A.	confirms that, to the extent details appear below under the heading “Rights and/or Obligations to be Novated”, those details accurately summarise the rights and/or obligations which are to be novated
and which are, upon delivery of this transfer notice to the Rupee Lenders (but subject to paragraph 3 below), cancelled and discharged in accordance with Clause 18(iii) of the Common Rupee Loan Agreement; 


 

	 	B	confirms that consents, if any, required in accordance with Clause 18(iii) of the Common Rupee Loan Agreement has been obtained for this novation; and 


 

	 	C	gives notice to the undersigned New Rupee Lender that the Existing Lender is under no obligation to repurchase all or any part of those rights and/or obligations at any time nor to support any losses suffered by the New
Rupee Lender 

  

	 	3	The undersigned New Rupee Lender agrees that it assumes and acquires new rights and/or obligations in accordance with Clause 18(iii) of the Common Rupee Loan Agreement with respect to Tranche Loans jointly or severally,
as the case may be, on and with effect from              

  

	 	4	The New Rupee Lender: 

  

	 	A	confirms that, until further notice, its Lending Office and details for communications are as set out below: 


For: 
 Address:

 Attention: 

Fax 
  

	 	B	agrees to perform and comply with the obligations expressed to be imposed on it by Clause 18(iii) of the Common Rupee Loan Agreement as a result of this transfer notice taking effect; C acknowledges and accepts
paragraph 2(C) above; and 

  

	 	D	agrees to be bound by the Common Rupee Loan Agreement and other Finance Documents in relation to the matters stated under the heading “Rights and/ or Obligations to be Novated” as if the New Rupee
Lender was a Party thereto in place and stead of the Existing Lender except in relation to the rights of the Existing Lenders in respect of the said matters which shall accrue to the New Rupee Lender with effect from the date hereof,


  

	 	E	confirms, on the basis of the facts then known to it that the novation will not give rise to any requirement for any withholding or increased cost or other cost or expense to the Borrower which would not be incurred by
the Borrower if the novation did not take place 

  

	 	5	The above confirmations and documents are given to and for the benefit of and made with each of the other Parties to the Common Rupee Loan Agreement 


Rights and/or Obligations to be Novated 

The Existing Lender’s available commitment /outstanding Rupee Loans amount due to be novated from Tranche Loans jointly or severally, as
the case may be Rs              

  
 24 









	 	6.	The Borrower that upon execution of this Transfer Notice, the interest rate of the New Rupee Lender shall be linked to the New Rupee Lender’s Base Rate on the date of such transfer and the Spread shall be
determined accordingly. 

  

	 	7.	Upon execution of this Transfer Notice, Schedule I and Schedule III of the Common Rupee Loan Agreement shall be amended and restated as set out in the attached Annexure. 


This transfer notice shall be governed by and construed in accordance with the laws of India. 

 

			
	For the Existing Lender
	Name:	 	
	By	 	
	
	Authorised Signatory:
		
	Date:	 	
	
	For the New Rupee Lender
	Name:	 	
	By	 	
	
	Authorised Signatory:
		
	Date:	 	
	
	Lending Office
	Address:	 	
	Facsimile No.
	Telex No.:
	Attention:
	
	Agreed by Rupee Lenders
		
	Name	 	
	By	 	
	Authorised Signatory:
	Date	 	

 ANNEXURE UNDER THE TRANSFER NOTICE 

SCHEDULE I 
 PARTICULARS
OF THE RUPEE LENDERS AND THE RUPEE LOANS 
  

					
	 	  	(Amount in Crores)	 
	 NAME OF THE RUPEE LENDER
	  	AMOUNT OF THE
RUPEE LOANS	 
		  			
		  			
		  	  
	  
	 
	 - TOTAL
	  	 	—  	  
		  	  
	  
	 


  
 25 








 SCHEDULE V 

ADDRESSES AND OTHER PARTICULARS FOR NOTICES AND COMMUNICATIONS 

FOR THE BORROWER 
 SESA
STERLITE LIMITED 
 Sesa Ghor, 20 EDC Complex, 

Patto, Panjim-403001, Goa 
 Kind
Attn. 
 Tel 
 Fax 

Email 
 FOR THE RUPEE LENDERS

 AXIS BANK LIMITED 

Axis House, Ground Floor, 
 C2,
Wadia International Center, 
 Pandurang Budhkar Marg, Worli, 

Mumbai 400 025 
 Kind Attn: 

Tel 022-24253024 
 Fax: 022-
24254045 
 FOR LENDERS’ AGENT 

AXIS BANK LIMITED 
 Axis
House, Ground Floor, 
 C2, Wadia International Center, 

Pandurang Budhkar Marg, Worli, 

Mumbai 400 025 
 Kind Attn 

Tel 022-24255216 
 Fax
022-24254200 
 Email 
 FOR
THE SECURITY TRUSTEE 
 AXIS TRUSTEE SERVICES LIMITED 

2nd Floor – E, Axis House, 

Wadia International Center, 

Pandurang Budhkar Marg, Worli, 

Mumbai – 400 025 
 Kind Attn:
Mr. Neelesh Baheti 
 Tel 022-24255216 

Fax 022-24254200 
 Email.
debenturetrustee@axistrustee.com 

  
 26 








 SCHEDULE VI 

PARTICULARS OF EXISTING LENDERS 
  

					
	 EXISTING LENDER
	  	SANCTIONED AMOUNT
(RS. IN CRS.)	 
	 TERM LOAN
	  			
	 Andhra Bank
	  	 	400.00	  
	 Bank of Baroda
	  	 	1,500.00	  
	 Canara Bank
	  	 	1,500.00	  
	 Corporation Bank
	  	 	500.00	  
	 Exim Bank
	  	 	500.00	  
	 Federal Bank Ltd.
	  	 	250.00	  
	 Indian Overseas Bank
	  	 	500.00	  
	 IndusInd Bank
	  	 	250.00	  
	 Jammu & Kashmir Bank Limited
	  	 	200.00	  
	 Oriental Bank of Commerce
	  	 	750.00	  
	 Punjab National Bank
	  	 	2,000.00	  
	 South Indian Bank
	  	 	250.00	  
	 State Bank of Bikaner and Jaipur
	  	 	350.00	  
	 State Bank of Hyderabad
	  	 	450.00	  
	 State Bank of India
	  	 	3,000.00	  
	 State Bank of Mysore
	  	 	300.00	  
	 State Bank of Patiala
	  	 	450.00	  
	 State Bank of Travancore
	  	 	200.00	  
	 Syndicate Bank
	  	 	1,000.00	  
	 Tamilnad Mercantile Bank Ltd.
	  	 	150.00	  
	 UCO Bank
	  	 	500.00	  
	 Union Bank of India
	  	 	900.00	  
	 Vijaya Bank
	  	 	250.00	  
		  	  
	  
	 
	 TOTAL
	  	 	16,150.00	  
		  	  
	  
	 


  
 27 








 SCHEDULE VII 

LIST OF DISCLOSED ENCUMBRANCES 

(Enclosed as Separate Annexure) 

  
 28 








 IN WITNESS WHEREOF the Borrower has caused its Common Seal to be affixed hereto on the day, month and year
first herein above written and the Rupee Lenders have caused the same to be executed by the hand of their authorized officials as hereinafter appearing. 
  

							
	THE COMMON SEAL OF, SESA STERLITE LIMITED, as pursuant to the Resolutions of its Board of Directors passed in (FSC) that behalf on 28th day of November, 2013
hereunto been affixed in the presence of Mr. P K Mukherjee Director, who has signed these presents and Mr. C. D. Chitnis, Company Secretary and Mr.             ,
             who has countersigned these presents in token thereof.	  		  	 /s/ C.D. Chitnis
  

/s/ P.K. Mukherjee

	Place:	 	 Panaji
	  		  	
	Date:	 	30/12/13	  		  	
			
	SIGNED AND DELIVERED BY the within named Rupee Lenders, Axis Bank Limited by the hand of Mrs VROMOR NANDI KAR, its VICE PRESIDENT and authorized official	  		  	/s/ Vromor Nandi Kar
	Place:	 	NEW DELHI	  		  	
	Date:	 	27.12.2013	  		  	
			
	SIGNED AND DELIVERED BY the within named Lenders Agent, Axis Bank Limited by the hand of Mrs VROMOR NANDI KAR, its VICE PRESIDENT and authorized official	  		  	/s/ Vromor Nandi Kar
	Place	 	NEW DELHI	  		  	
	Date:	 	27.12.2013	  		  	
			
	 SIGNED AND DELIVERED BY the within

named Security Trustee, Axis Trustee Services Limited by the hand of Mr. Sushil KUMAR, its AGM and authorized official
	  		  	/s/ Sushil Kumar
	Place	 	NEW DELHI	  		  	
	Date:	 	27/12/2013	  		  	


  
 29 








 SCHEDULE VII TO COMMON RUPEE LOAN AGREEMENT 

DETAILS OF CHARGES CREATED, MODIFIED & SATISFIED IN ROC OF 

VEDANTA ALUMINIUM LIMITED AS ON 08.10.2013 
  

																	
	 Sr.
No
	  	
Date &
Description of
Instrument
Creating
the charges
	  	 Amount of
Charges

(Rs.)
	  	 Details of Properties
	  	
List of the terms
and conditions
and extent and
operation of the charge.
	  	 Chargeholder

details
	  	 Modification
Date &
Documents
	  	 Details of Modification
	  	 Date of
satisfaction
of charge

	1	  	 12-09-04
 Dead of Hypothecation at 9-12-2004
  

Registered with registrar
 01-12-06

 
 Ch Id 80024964
	  	Rs. 3 billion (Rupees three billion)	  	The Movable property have been Hypothecated as and by way of first and exclusive	  	The whole of movable property / equipment imported under the facility of the Borrower including its movable plant and machinery, machinery spares, tools and accessories and other movable, both presents and further, whether installed
or not and whether now lying loose or in cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about all the
Borrower’s factories, premises and godowns or whereever else the same may be or or be held by any party to the order disposition of the borrower or in the course of transit or on high seas or on order, delivery how so ever and where so ever in
the possession of the borrower and either by way of substitution or addition.	  	 ICICI Bank Ltd.
  

Landmarkrace Course Circle, Alkapuri, Baroda Gujarat-390015
	  	24-01-2007	  	The property charged is same as per original charges as per Sr. No. 1 created vide charges Id 80024964 vide supplemental deed of modification, the banking at the request of the Borrower, agreed to being in bank guarantee facility
(in the overall limit), not exceeding Rs. 50 Crore as sublimit on give same terms and conditions as that of original deed of Hypothecation.	  	
									
	2	  	 29-12-2006
 Dead of Hypothecation at
29-12-2006
  
 Registered with registrar

20/01/2007
  

Ch id 10032863
	  	Rs. 500 Cr	  	The Movable properties / equipment imported under the facility of the Borrower including its movable plant and machinery, machinery spares, tools and accessories and other movable, both presents and further, whether installed or not
and whether now lying loose of in cases or which are now lying or stored in or about or shall hereafter from	  		  	 ICICI Bank Ltd.
 Landmarkrace Course Circle,
Alkapuri, Baroda Gujarat-390015
	  		  		  	









																	
									
		  		  		  	time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about all the Borrower’s factories, premises and godowns or whereever else the same may be or or be held by
any party to the order disposition of the borrower or in the course of transit or on high seas or on order, delivery how so ever and where so ever in the possession of the borrower and other by way of substitution or addition. At all points, the
value of the goods hypothecated to ICICI Bank would not exceed the facility together with all interest, liquidated damages, front end fees premia on prepament or on redemption, cost, charges, expenses and all other monies whatsoever stipulated in
the facility agreement	  		  		  		  		  	
									
	3	  	 03-08-07
 Letter of Hypothecation of Stocks
& Book debts
 03-08-07
  

Registered with registrar
 04-11-07

 
 ch id 10043765
	  	Rs. 75 Cr	  	First Charges on Pari-passu on (a) all stocks in trade consisting of raw material, finished goods goods in process of manufacturing and other merchandise being a movable properties, present and further, stored/to be stored or
brought into factory or in course of transit; (b) all book debts, outstanding monies receivable, claims & bills which are due present or at future, owing to the borrower in the course of its business by any person, firm, body corporate(s), Semi
Govt. Body or authority.	  		  	 HDFC Bank Ltd.
  

HDFC Bank Housesenapati Bapat Marg. Lower Parel W,
 Mumbai

Maharashtra-400013
	  	 06-09-08 Amount of Charges
 Rs. 550 Cr.
	  	 Charges against working capital facility (cash credit/WCDL/ any other credit facility /Letter of credit/ buyer credit facility / bank any
other credit facility /Hypothecate of credit/ buyer credit facility / bank guarantee facility and hypothecate by way of Current charges against the terms loan facility to the Bank the following:

(a) all stocks in trade consisting of raw material, finished goods, goods in process of Manufacturing and other merchandise being Movable property being
present and future, stored or to be stored or brought into factory or in course of transit
	  	









																	
									
		  		  		  		  		  		 	 11-11-08 Amount of Charges
 Rs. 600 Cr.

 
 05-06-09

Rs. 475 Cr.
  

16-04-2013
 Rs. 1,250,000,000.00
	 	 (b) All the book debts outstanding amount receivable claims and bills which are due, present or at future owing accounting to the borrower in
the course of the business any person, firm body corporate (s) semi govt authority/ body authority.
 First charges for working capital and non-fund —
facility and second charges for term
 loan facility on all stocks 100% debt both present and future.

As per Dead of Hypothecation at 05-06-2009
  

NOC letter dated 16 04 2013 from HDFC BANK for ceding for the Term Loan of Rs. 300 crs and for working capital limit of Rs. 50 crs. The charge of Rs. 125 crs
towards Working Capital to continue.
  
 same as given in charge modified on
05.06.2009
	  	
									
	4	  	 18/06/2007 Dead of Hypothecation at 12-07-2007
  

Registered with registrar 16/07/2007
  

CH ID 10059435
	  	Rs. 460 Cr.	  	The Movable properties / equipment imported under the facility of the Borrower including its movable plant and machinery, machinery spares, tools and accessories and other movable, both presents and further, whether installed or not
and whether now lying loose or in cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about all the
Borrower’s factories.	  		  	 Stata Bank of India
  

State Bank Bhavan, Madame Cama Road, Nariman Point
  

Mumbai
 Maharashtra-400021
	 		 		  	17-04-13









																	
									
	5	  	 10-12-2008 Agreement of Hypothecation of Goods & Assests

CH ID 10136547
	  	Rs. 1550 Cr.	  	First charge by way of hypothecation of the entire goods, moveables and other assests present and further.	  		  	Stata Bank of India State Bank Bhavan, Madame Cama Road, Nariman Point Mumbai. Maharashtra- 400021	  	 13-05-2013
 Rs

23,000,000,000.00
	  	Supplement Agreement of hypothecation of goods and assets for increase in the overall limit made on 13th May, 2013 a) Second charge over the entire fixed assets of the company. b) First charge by way of hypothecation of the entire
goods, moveables and other assets present and future	  	
									
	6	  	 16/01/2009 Debentures Trust Dead 16/01/2009
  

CH ID 10138259
	  	Rs. 400 Cr.	  	As per Debentures Trust Dead	  	As per Dead of Hypothecation & MOE	  	 IL & FS Trust Co. Ltd.
  

IL & FS Financial Centreplot No. C22 Block Bandra, Kurla Complex Bandra East Mumbai

Maharashtra-400051
	  	19 /01/2009	  	As per Dead of Hypothecation & MOE	  	
									
	7	  	 02-04-09
 Dead of

Hypothecation
 04-02-09

 
 CH ID 10156618
	  	Rs. 500 Cr.	  	Hypothecation Charges on the entire plant & machineries being imported under the letters of Credit opened / to be opened by the Bank under the Facility.	  		  	 Stata Bank of India
 State Bank Bhavan, Madame
Cama Road. Narima Point Mumbai
 Maharashtra-400021
	  		  		  	17-04-13
									
	8	  	 01-06-09
 Dead of Hypothecation 06-01-09

 
 CH ID 10161851
	  	Rs. 500 Cr.	  	Subsequent and subservient charge on the entire current assests as well as movable fixed assests of the Company.	  		  	 Axis Bank, Ltd.
  

Atlanta, 209, Nariman Point
 Mumbai

Maharashtra-400021
	  		  		  	
									
	9	  	 07.08.2009 Deed of hypo
  

CH ID 10172561
	  	Rs. 1000 cr	  	Moveable assets in the nature of stock, raw materials machery, equipment to be imported under the facility	  	given in deed of hypo (wcf)	  	 ICICI Bank Ltd.
 Landmarkrace Course Circle,
Alkapuri, Baroda Gujarat-390015
	  		  		  	
									
	10	  	 25/09/2009 Dead of Hypothecation 25/09/2009
  

CH ID 10181888
	  	Rs. 2500 Cr.	  	As per Dead of Hypothecation	  		  	 Stata Bank of India
 State Bank Bhavan, Madame
Cama Road, Nariman Point
 Mumbai
 Maharashtra-400021
	  		  		  	17-04-13
									
	11	  	17.08.2010 Dead of	  	Rs 700 Cr.	  	As per Dead of Hypothecation dated 7.09.2010	  	Subservient charge on all current and Moveable fixed assets of the	  	ICICI Bank Ltd. Landmarkrace Course	  		  		  	









																	
									
		  	 Hypothecation
  

CH ID 10236217
	  		  		  	Company	  	 Circle, Alkapuri, Baroda
 Gujarat-390015

Gujarat-390015
	  		  		  	
									
	12	  	 22/02/2011 Dead of Hypothecation
  

CH ID 10271589
	  	Rs. 1000 Cr.	  	As per Dead of Hypothecation dated 22/02/2011	  	The whole of the moveable properties including moaveable plant and machinery, machinery spares, tools & accessories and other moveables both present and future	  	 ICICI Bank Ltd
  

Landmarkrace Course Circle, Alkapuri, Baroda Gujarat-390015
	  		  		  	
									
	13	  	 05-04-11
 Dead of Hypothecation
	  	Rs 10000 Cr	  	As per Dead of Hypothecation dated 05/04/2011	  	 1) A First Charge by way of hypothecation of all present & future movable fixed assets (unencumbere’) for the project including but
not limited to plant & machinery, machinery, spares, tools and accessories, base stock funded by the
 facility of the project on pari passu basis with
all present & future secured term loan lenders (Tranche II) of the
	  	 SBICAP TRUSTEE COMPANY LIMITED
  

202, MAKER TOWER, ‘E’, CUFFE PARADE,
  

COLABA, MUMBAI
	  	First modification 17-06-2011	  	No new charge has been created However New Rupee Lenders have now acceded to the charge created in favour of SBICAP Trustee Company Limited vide Deed of Hypothecation dated 5.4.2011	  	
									
		  	CH ID 10282496	  		  	Floating rate of 2.25% above SBBR, present effective rate 10.50% pa with monthly rests with annual reset of interest spread.	  	Project. 2) A first ranking fixed charge on the Debt Service Reserve account 3) A second ranking charge on all current assets for the Project	  	Maharashtra - 400005	  		  	Floating rate of 2.25% above SBBR, present effective rate 11.50% pa with monthly rests with annual reset of interest spread.	  	
									
		  		  		  		  		  		  	 Second
 modification

22-07-2011
  

Rupees Sixteen Thousand One Hundred Fifty Crore only
	  	 Second modification cum Accession Agreement dated 22.07.2011 executed Inter alia by Vedanta Aluminium Limited & Acceding Lenders (See
“List of Acceding Lenders” attached) whereby the Acceding Lenders have agreed (to provide financial assistance not exceeding in the aggregate Rs. 6150 crores thereby ensuring that the total financial assistance aggregates to Rs. 16150
crores.
 Floating rate of 2.25% above SBBR, present effective rate 11.75% p.a. with monthly rests with annual reset of interest spread.

Door to Door tenor of 10 years from the first disbursement date. The Facility shall be repaid in 30 structured consecutive quarterly installments.
	  	









																	
									
		  		  		  		  		  		  		  	No new charge has been created However the charge created in favour of SBICAP Trustee Company Limited vide Deed of Hypothecation of 05.04.2011 and Modification cum Accession Agreement dated 17 6.2011, has now been extended to secure
financial assistance upto Rs. 6,150 crores to be provided by the Acceding Lenders.	  	
									
		  		  		  		  		  		  	 Third Modification
  

01.10.2011
  

Rs. 16150 crore
	  	No instrument was executed However, a Mortgage was created by the Company on 1 Oct. 2011 by deposit of title deeds with SBICAP Trustee Company Ltd (STCL), in respect of its immovable properties being lands admeasuring 3805.32 acres
situated in various villages in Odisha as mentioned in Security Confirmation Letter dated 10.10.2011 (attached), STCL acting as the Security Trustee for the benefit of the Lenders to secure repayment of Loan mentioned in Facility Agreement dated
5.4.2011.	  	
		  		  		  		  		  		  		  	 Floating rate of 2.25% above SBBR, present effective rate 11.75% p.a. with monthly rests with annual reset of interest spread

Door to Door tenure of 10 years from the first disbursement date. The facility shall be repaid in 30 structured consecutive quarterly installments.
	  	
									
		  		  		  		  		  		  		  	The charge operates to secure as per the Facility Agreement dated 5 April, 2011 the facility together with Unreimbursed Drawings, unpaid sums all interest LC Commission, all types of interests, fees, premia on pre payment,
remuneration payable to the security trustee, costs, charges, expenses and other monies and all other amounts whatsoever stipulated in or payable by the Company to the Secured Parties in terms of the Finance documents to the satisfaction of the
lenders	  	









																	
									
		  		  		  		  		  		  		  	 A first ranking fixed charge on all movable fixed assets for the Project, both present and future, plant & machinery, spares, tools,
accessories, vehicles, funded base stock a 1st ranking fixed charge on the Debt Service Reserve Account and all monies lying to the credit of such account a 2nd ranking charge on all Project current assets including stocks of raw materials, semi-
finished and finished goods, inventories, consumable stores, bills & receivables
  
 A
first priority charge on Excluded Assets on and from the date on which any of the financial assistances which are secured by the Excluded Assets are repaid more particularly described in the Deed of Hypothecation dated 5.4.2011.

 
 Company’s leasehold land properties admeasuring 3805.32 acres more particularly
described in Schedule II to the Memorandum of Entry dated 02/10/2011.
 By this modification, the due repayment of the Facility aggregating to Rs. 16150
crores is secured on 5.4.2011 by hypothecation of all movables, further secured on 17.6.2011 and 22.7.2011, now further secured by mortgage dated 1.10.2011 for 3805.32 acres of land situated in various villages in the State of Odisha.
	  	
									
	14	  	 11.08.2011
  

Charge id 10304184
	  	Rs. 2255 crore	  	 Unattested Deed of Hypothecation executed by Vedanta Aluminum Limited In favour of Axis Bank Limited. Hong Kong branch , the Security
Trustee
  
 USD 500 Million at the exchange rate of Rs. 45 10/-
	  	 USD LIBOR + 4%
  

USD 200 Million on 21/04/2015 USD 200 Million on 21/04/2016 USD 100 Million on 21/04/2017 4%
	  	 Axis Bank Limited
  

805-809, Alexandra House, 18 Chater Road, Central, Hong Kong, NA HK,

HONG KONG 380006
	  		  		  	









																	
									
		  		  		  		  	 Subservient charge on all the movable assets of the Borrower in favour of Axis Bank Limited, Hong Kong branch, the Security Trustee more
particularly described in Schedule 1 of the Unattested Deed of Hypothecation dated August 11, 2011 attached
 All present and future movable assets of
the Borrower
	  		  		  		  	
									
	15	  	20.01.2012 charge ID 10335522	  	Rs. 500 Cr.	  	Deed of hypothecation dated 20th January 2012 executed by Vedanta Aluminum Limited in favour of Yes Bank.	  	 RSTL/WCDL/PBD/SBD - to be decided at the time of disbursement. CC- YBL Base rate plus 150 bps, Commission - LUT/SLC - 0.20% for raw materias,
0.25% pa for capex, ULC/FBG - To be decided, PBG-0.20% papq RSTL/PBD/SBD - At the end of the tenor, CC/WCDL -on demand, BFB limits - NA
  

CC/WCDL - 25 percent of (book debts<180 days+stocks minus creditors)
  

First pari passu charge on all current assets of the Company (as described in Schedule of Deed of Hypothecation dated January 20, 2012).
	  	 YES BANK LIMITED 9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA, DR. ANNIE BESANT ROAD,

WORLI, MUMBAI, Maharashtra-MH,400018
	  	 First modification on 25.09.2012
  

Rupees Five Hundred Crore only
	  	 Supplemental Deed of Hypothecation dated 25 09 2012 RSTL/WCDL/PBD/SBD/FEG/EPC/ PCFC/PSFC-to be decided at the time of disbursement.

CC-YBL Base rate plus 1.5% p.a. Commission- BC/SLC/ULC - 0.20% for raw material, 0.25% pa for capex, PBG-0.20%p.a.p.q.

 
 RSTL/PBD/SBD - At the end of the tenor, CC/WCDL -on demand.

 
 CC/WCDL - 25% of (book debts<180 days+stocks-creditors) First pari passu charge on all
current assets of the borrower (as described in Schedule of Supplemental Deed of Hypothecation dated 25.09.2012).
  

Modification of the working capital facilities by sanctioning additional working capital facilities as a sub limit of existing working capital
facilities.
	  	
									
	16	  	05.12 2011	  	Rs. 589900000	  	Assets of Company at the Kakinda Port, in Andhra Pradesh more specifically provided in Annexure-1 of the ‘Principal Deed of Hypothecation’ dated 23rd August, 2010 and its Supplemental Deed of Hypothecation dated 29th June,
2011 (1st Supplemental deed of Hypothecation)	  	2nd Supplemental Hypothecation Deed dated 5th December, 2011 for extending coverage of charge of hypothecation to additional issuance of 10,00,000 (Ten Lakhs) of OFCD’s of Rs. 100/- each.	  	VEDANTA ALUMINIUM LIMITED	  		  		  	27-04-13









																	
									
		  	Charge Id 10236090 of ALLIED PORT SERVICES PRIVATE LIMITED now amalgated with VAL showing in the name of company’s (VAL) charge index in ROC	  		  		  	An additional 10,00,000 Optionally Fully Convertible Debentures (OFCD’s) of Rs 100/- each is issued in favour of Vedanta Aluminium Limited (VAL) will rank Pari Passu with the existing 3,00,000 OFCD’s of Rs. 100/- each and
45,99,000 OFCD’s of Rs. 100/- each and the total number of OFCD’s are aggregating to 58,99,000 (Fifty Eight Lakhs Ninety Nine Thousand) OFCD’s of Rs. 100/- each and the total value of the OFCD’s stands for Rs.
58,99,00,000/-(Rupees Fifty Eight Crores and Ninety Nine Lakhs only).	  	SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin, Tamil Nadu-TN 628002	  		  		  	
									
	17	  	created on 08.01.2013 Charge ID 10399629	  	Rs. 275 Cr	  	Unattested Original Borrower Deed of Hypothecation dated 8th January, 2013 executed by Vedanta Aluminium Limited in favour of Axis Bank Limited. Central Office as the Security Trustee	  	Subservient charge on all the movable assets of the Borrower in favour of Axis Bank Limited, Central Office, the Security Trustee more particularly described in Schedule 1 of the Unattested Original Borrower Deed of Hypothecation
dated 8th January, 2013 attached rate of interest 3m Libor + 3.60%, To be repaid on 24th July, 2015, margin 3.60%	  	 Axis Bank Limited, AXIS HOUSE C-2, 2ND FLR, WADIA INTERNATIONAL CENTRE, PANDURANG BUDHKAR

MARG, WORLI, MUMBAI, Maharashtra-MH-400025