DATED 27 JUNE 2011 VEDANTA ALUMINIUM LIMITED as Borrower WELTER TRADING LIMITED as Original Lender and AXIS BANK LIMITED, HONG KONG BRANCH as Agent and Security Trustee under the Amended and Restated Facility Agreement AMENDMENT AND RESTATEMENT...

Exhibit 4.31

Execution Version

DATED 27 JUNE 2011

VEDANTA ALUMINIUM LIMITED

as Borrower

XXXXXX TRADING LIMITED

as Original Lender

and

AXIS BANK LIMITED, HONG KONG BRANCH

as Agent and Security Trustee

under the Amended and Restated Facility Agreement

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE

US$500,000,000 INTERCOMPANY LOAN FACILITY AGREEMENT

dated 6 July 2009

XXXXX & MC.KENZIE.XXXX & XXXX

0 Xxxxxx Xxxxxxxxx #00-00

Xxxxxx Xxx Xxxxxxxxx Xxxxxx Xxxxx 0

Xxxxxxxxx 000000

Telephone No: x00 0000-0000

Fascimile No: x00 0000-0000

CONTENTS

Clause		Clause Heading		Page
1.		Interpretation			1
2.		Conditions To Effective Date			2
3.		Amendment and Restatement of The Original Facility Agreement			2
4.		Representations and Warranties			2
5.		Fees and Expenses			2
6.		Miscellaneous			3
7.		Governing Law and Jurisdiction			3

Schedule 1		Conditions to Effective Date			5
Schedule 2		The Amended and Restated Facility Agreement			8
EXECUTION PAGE					9

THIS AGREEMENT is made on 27 June 2011

BETWEEN:

(1) VEDANTA ALUMINIUM LIMITED as borrower (the “Borrower”);

(2) XXXXXX TRADING LIMITED as original lender (the “Original Lender”); and

(3) AXIS BANK LIMITED, HONG KONG BRANCH as agent and security trustee for the Finance Parties under the Amended and Restated Facility Agreement (in such capacities, the “Agent” and “Security Trustee” respectively).

WHEREAS:

(A) By a intercompany loan facility agreement dated 6 July 2009 (as amended by an amendment agreement dated 10 July 2009, the “Original Facility Agreement”) made between the Borrower and the Original Lender, the Original Lender has made available to the Borrower an intercompany loan facility of US$500,000,000, upon the terms and conditions set out therein.

(B) The Parties have agreement to amend and restate the terms of the Original Facility Agreement on the terms and conditions set out in this Agreement.

(C) The Original Lender also wishes to appoint Axis Bank Limited, Hong Kong Branch to act as agent and security trustee under the Finance Documents.

NOW IT IS AGREED as follows:

1. INTERPRETATION

1.1 Interpretation. Unless the context otherwise requires, terms and expressions defined in the form of the Amended and Restated Facility Agreement have the same meanings when used in this Agreement.

1.2 Definitions. In this Agreement:

“Amended and Restated Facility Agreement” means the Original Facility Agreement as amended by this Agreement with effect from the Effective Date;

“Effective Date” means the date on which the Agent notifies the Borrower in writing that all the conditions referred to in Clause 2 (Conditions) and Schedule 1 (Conditions to Effective Date) have been satisfied or waived by the Agent; and

“Party” means a party to this Agreement.

1.3 Incorporation of defined terms. Unless a contrary intention appears, a term defined in the Amended and Restated Facility Agreement shall have the same meaning in this Agreement.

1.4 Construction. The principles of construction set out in clause 1.2 (Construction) of the form of the Amended and Restated Facility Agreement shall have the same effect as if set out in this Agreement.

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1.5 Third Party Rights. Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Xxx 0000 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of any Finance Document, the consent of any third person who is not a Party is not required to rescind or vary this Agreement at any time

2. CONDITIONS TO EFFECTIVE DATE

The Borrower shall procure the provision to the Agent of all the documents and other evidence listed in Schedule 1 (Conditions to Effective Date).

3. AMENDMENT AND RESTATEMENT OF THE ORIGINAL FACILITY AGREEMENT

With effect from the Effective Date, the Original Facility Agreement shall be amended and restated so that the Original Facility Agreement is replaced in its entirety by the agreement in the form set out in Schedule 2 (The Amended and Restated Facility Agreement) and the Original Facility Agreement shall, as on and from the Effective Date, be read and construed and take effect as though created in that form.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations. The Borrower makes the representations and warranties in clause 16 (Representations) of the Amended and Restated Facility Agreement, by reference to the facts and circumstances then existing on the date of this Agreement.

4.2 Acknowledgment of Reliance. The Borrower acknowledges that the Finance Parties have entered into this Agreement in reliance upon the representations and warranties contained in this Clause.

5. FEES AND EXPENSES

5.1 Expenses. The Borrower shall from time to time forthwith on demand, whether or not the Effective Date has occurred, pay to or reimburse the Original Lender, the Agent and the Security Trustee for all costs, charges and expenses (including legal and other fees and all other out-of-pocket expenses) reasonably incurred by any of them in connection with the negotiation, preparation, execution and (where relevant) registration of this Agreement and any other documentation required hereunder and any inspection, calculation or approval to be conducted, made or given by any of them pursuant to any provision of this Agreement.

5.2 Enforcement Costs. The Borrower shall from time to time forthwith on demand, whether or not the Effective Date has occurred, pay to or reimburse the Original Lender, the Agent and the Security Trustee for all costs, charges and expenses (including legal and other fees and all other out-of-pocket expenses) reasonably incurred by any of them in exercising any of their respective rights or powers under this Agreement or in suing for or seeking to recover any sums due under this Agreement or otherwise preserving or enforcing its rights under this Agreement or in defending any claims brought against it in respect of this Agreement.

5.3 Taxes. The Borrower shall pay all present and future stamp and other like duties and taxes and all notarial, registration, recording and other like fees which may be payable in respect of this Agreement and shall indemnify the Original Lender, the Agent and the Security Trustee

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against all liabilities, costs and expenses which may result from any default in paying such duties, taxes or fees.

6. MISCELLANEOUS

6.1 Designation as a Finance Document. The Parties agree that this Agreement shall be designated as a Finance Document.

6.2 Construction as One Instrument. This Agreement shall be construed as supplementing and forming part of the Original Facility Agreement and shall be read accordingly.

6.3 Severability. If at any time any one or more of the provisions hereof is or becomes illegal, invalid or unenforceable in any respect under the applicable law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provisions under the applicable law of any other jurisdiction shall in any way be affected or impaired thereby.

6.4 Counterparts.

(a) This Agreement:

(i) may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement; and

(ii) unless the Parties agree otherwise, the executed signature pages of each Party may be collated into and attached to any number of single copies of this Agreement, pursuant to paragraph (b) below, as if each of them had been executed by all relevant Parties in a single copy, and this has the same effect as if this Agreement had been executed in the relevant number of single copies.

(b) If the Parties choose to execute the same in accordance with paragraph (a)(ii) above, they will transmit the signed signature pages to Xxxxx & XxXxxxxx.Xxxx & Xxxx (or such other person authorised by the relevant Parties) (the “Recipient”) and the Recipient shall be and shall be deemed to be authorised by each such Party, upon receipt of the executed signature pages of each Party, to collate and attach them into single copies of this Agreement (with one executed signature page of each Party being collated into and attached to one such single copy). For the avoidance of doubt, the Recipient shall have no further duties connected with its position as Recipient.

7. GOVERNING LAW AND JURISDICTION

7.1 Law. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

7.2 Jurisdiction. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement may be brought in the courts of England and irrevocably submits to the non-exclusive jurisdiction of such courts.

7.3 No Limitation on Right of Action. Nothing herein shall limit the right of the Finance Parties to commence any legal action against the Borrower and/or its property in any other jurisdiction or to serve process in any manner permitted by law, and the taking of

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proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

7.4 Process Agent. Without prejudice to any other mode of service allowed under any relevant law, each of the Original Lender and the Borrower:

(a) irrevocably appoints the Guarantor located at 0^xx Xxxxx, Xxxxxxxx Xxxxx, 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX as at the date of this Agreement as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agrees that failure by a process agent to notify the Original Lender or the Borrower (as the case may be) of the process will not invalidate the proceedings concerned.

7.5 Waiver; Final Judgment Conclusive. The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the choice of England as the venue of any legal action arising out of or in connection with this Agreement. The Borrower also agrees that a final judgment against it in any such legal action shall be final and conclusive and may be enforced in any other jurisdiction, and that a certified or otherwise duly authenticated copy of the judgment shall be conclusive evidence of the fact and amount of its indebtedness.

7.6 Waiver of Immunity. The Borrower irrevocably waives any immunity to which it or its property may at any time be or become entitled, whether characterised as sovereign immunity or otherwise, from any set-off or legal action in England or elsewhere, including immunity from service of process, immunity from jurisdiction of any court or tribunal, and immunity of any of its property from attachment prior to judgment or from execution of a judgment.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1

Conditions to Effective Date

1. The Borrower

(a) A copy of the constitutional documents of each Obligor.

(b) A copy of the resolutions of the board of directors of the Borrower constituting the banking and authorisation committee to carry out the acts referred to in paragraphs (c) and (d) below.

(c) A copy of the resolution of the banking and authorisation committee of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Original Facility Agreement and any other documents, amendments etc. in relation thereto and resolving that it execute the Original Facility Agreement and any other documents and amendments in relation thereto; and

(ii) authorising a specified person or persons to execute the Original Facility Agreement and any other documents, amendments etc. in relation thereto on its behalf and to affix and/or witness the affixation of its common seal thereto (if required under the constitutional documents of the Borrower).

(d) A copy of a resolution of the banking and authorisation committee of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf and to affix and/or witness the affixation of the Borrower’s common seal thereto (if required under the constitutional documents of the Borrower); and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including any Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(e) A copy of a resolution of the board of directors of the Guarantor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf and to affix and/or witness the affixation of the Guarantor’s common seal thereto (if required under the constitutional documents of the Guarantor); and

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(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(f) A specimen of the signature of each person authorised by the resolutions referred to in paragraphs (d) and (e) above.

(g) A certificate of the Borrower (signed by an authorised signatory and countersigned by the company secretary of the Borrower) authorised by the resolution referred to in paragraph (c) above, confirming that:

(i) the Facility borrowed under the Original Facility Agreement together with other moneys already borrowed by the Borrower, do not exceed any borrowing limit, internal and/or regulatory, binding on the Borrower as on the date of this Agreement including that the limits applicable under Section 293(1)(d) of the Companies Act of India, 1956 are within the limits and scope of the banking and authorisation committee as set out by the board of directors of the Borrower under the board resolution dated 22 May 2009;

(ii) the Facility borrowed under the Original Facility Agreement together with other moneys already borrowed by the Company, did not cause any borrowing limit, internal and/or regulatory, binding on the Company at the time of any Utilisation Date to be exceeded;

(iii) the representations and warranties set out in Clause 16 (Representations) of the Amended and Restated Facility Agreement are true and correct;

(iv) all necessary governmental and regulatory approvals required by the Borrower in respect of the transactions contemplated under the Original Facility Agreement were obtained and are in full force and effect, including the loan registration number allotted by the Department of Statistical Analysis and Computer Services of the RBI; and

(v) the Original Lender owns at least twenty-five per cent. (25%) of the paid-up equity capital of the Borrower and that the Original Lender maintains a debt to equity ratio not exceeding 4 : 1 in accordance with the ECB Guidelines as at the date of this Agreement.

(h) A certificate from the Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any guaranteeing or similar limit binding on it to be exceeded.

(i) A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(j) Evidence that all necessary governmental and regulatory approvals required by the Borrower in respect of the transactions contemplated under the Original Facility Agreement were obtained and are in full force and effect, including evidence of allotment of the loan registration number by the Department of Statistical Analysis and Computer Services of the RBI, together with a certified true copy of Form 83 submitted by the Borrower in duplicate to its authorised dealer in this regard as certified by its company secretary or chartered accountant for the allotment of a loan registration number.

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(k) Evidence that all necessary governmental and regulatory approvals required by the Borrower in respect of the transactions contemplated by the Finance Documents have been obtained and are in full force and effect, including evidence of obtaining RBI approval approving the terms of the Amended and Restated Facility Agreement.

2. Finance Documents

Each of the following documents duly executed by all the parties thereto:

(i) this Agreement;

(ii) the Corporate Guarantee; and

(iii) the Fee Letters.

3. Legal opinions

(a) A legal opinion in relation to English law from Xxxxx & XxXxxxxx.Xxxx & Xxxx addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

(b) A legal opinion in relation to English law from Xxxxx & XxXxxxxx LLP addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

(c) A legal opinion in relation to Indian law from Trilegal addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

4. Other documents and evidence

(a) Evidence satisfactory to the Agent that the process agent referred to in Clause 36.2 (Service of process) of the Amended and Restated Facility Agreement has accepted its appointment.

(b) The Original Financial Statements.

(c) Evidence that all fees, costs and expenses (excluding legal expenses) then due from the Borrower pursuant to Clause 10 (Fees) and Clause 15 (Costs and expenses) of the Amended and Restated Facility Agreement have been paid or will be paid by the Effective Date.

(d) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(e) Evidence satisfactory to the Agent that the RBI has approved the terms of the form of the Amended and Restated Facility Agreement.

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Schedule 2

The Amended and Restated Facility Agreement

(Refer to the following page)

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SCHEDULE 2

The Amended and Restated Facility

Agreement

		Vedanta Aluminium Limited		(1)
		as Borrower
		Xxxxxx Trading Limited		(2)
		as Original Lender
		Axis Bank Limited, Hong Kong Branch		(3)
		as Agent and Security Trustee

US$500,000,000

Facility Agreement

as amended and restated by an

Amendment and Restatement Agreement

dated 27 June 2011

Contents

Clause				Page
1		DEFINITIONS AND INTERPRETATION			1
2		THE FACILITY			13
3		PURPOSE			13
4		UTILISATION			14
5		REPAYMENT			14
6		PREPAYMENT AND CANCELLATION			14
7		INTEREST			17
8		INTEREST PERIODS			18
9		CHANGES TO THE CALCULATION OF INTEREST			19
10		FEES			21
11		TAX GROSS-UP AND INDEMNITIES			21
12		INCREASED COSTS			24
13		OTHER INDEMNITIES			25
14		MITIGATION BY THE LENDERS			27
15		COSTS AND EXPENSES			27
16		REPRESENTATIONS			29
17		INFORMATION UNDERTAKINGS			34
18		GENERAL UNDERTAKINGS			37
19		EVENTS OF DEFAULT			41
20		CONSEQUENCES OF EVENTS OF DEFAULT			45
21		CHANGES TO THE LENDERS			45

22		CHANGES TO THE BORROWER			50
23		ROLE OF THE AGENT AND THE SECURITY TRUSTEE			50
24		SECURITY TRUST PROVISIONS			60
25		CONDUCT OF BUSINESS BY THE FINANCE PARTIES			72
26		SHARING AMONG THE FINANCE PARTIES			72
27		PAYMENT MECHANICS			74
28		SET-OFF			77
29		NOTICES			77
30		CALCULATIONS AND CERTIFICATES			79
31		PARTIAL INVALIDITY			79
32		REMEDIES AND WAIVERS			79
33		AMENDMENTS AND WAIVERS			80
34		COUNTERPARTS			81
35		GOVERNING LAW			81
36		ENFORCEMENT			81
Schedules
Schedule 1 Original Lenders					83
Schedule 2 Form of Selection Notice					84
Schedule 3 Form of Transfer Certificates					85
Schedule 4 Form of Compliance Certificate					89
Schedule 5 Repayment Schedule					91
Schedule 6 Conditions Subsequent					92

THIS AGREEMENT is originally dated 6 July 2009, amended by an amendment agreement on 10 July 2009, and further amended and restated on 27 June 2011 by the Amendment and Restatement Agreement between:

(1) VEDANTA ALUMINIUM LIMITED, a company incorporated in India under the Companies Act, 1956 (1 of 1956), with its registered office at SIPCOT Industrial Complex, Madurai Bypass Road, T.V. Puram P.O., Tuticorin 2013 628 002, Tamil Nadu with corporate identification number U31300TN2001PLC069645 (the “Borrower”);

(2) XXXXXX TRADING LIMITED, of 00 Xxxxxxxxx Xxxxxx, 205 Xxxxxxxxx Xxxxx, 0^xx Xxxxx, X.X. 0000, Xxxxxxxx, Xxxxxx, as lender (the “Original Lender”);

(3) AXIS BANK LIMITED, HONG KONG BRANCH as agent of the Finance Parties (in such capacity, the “Agent”); and

(4) AXIS BANK LIMITED, HONG KONG BRANCH as security trustee for the Finance Parties (in such capacity, the “Security Trustee”).

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Amendment and Restatement Agreement” means the amendment and restatement agreement executed by, among others, the Borrower and the Original Lender amending and restating the terms of the Original Facility Agreement;

“Authorisation” means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, order, lodgement or registration, and, if the same is conditional, the compliance with all the conditions stipulated therein; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

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“Available Commitment” means a Lender’s Commitment minus:

(a) the aggregate amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the aggregate amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date;

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment;

“Break Costs” means the amount (if any) by which:

(a) the interest which a Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of the principal amount of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount of that Loan or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong and Mumbai;

“Charged Assets” means all and any assets which are, or are expressed to be, the subject of the Transaction Security from time to time;

“Commitment” means:

(a) in relation to the Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Compliance Certificate);

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“Control” means, in relation to an entity, the power to direct the management and policy decisions of that entity and/or to appoint the majority of directors on the board of that entity, whether through the ownership of voting share capital, by contract or any other means whatsoever;

“Corporate Guarantee” means the guarantee executed or to be executed by the Guarantor in favour of the Security Trustee (for the benefit of the Finance Parties) on or about the first Transfer Date;

“Deed of Hypothecation” means the deed of hypothecation executed or to be executed by the Borrower in favour of the Security Trustee (in trust and for the benefit of the Finance Parties), creating a subservient charge over the Movable Assets of the Borrower;

“Default” means an Event of Default or any event or circumstance which would (with the expiry of any grace period, the giving of notice, the passage of time, the making of any determination under the Finance Documents or the satisfaction of any applicable condition (or any combination of any of the foregoing)) be an Event of Default;

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“ECB” means the external commercial borrowings made by an eligible borrower resident in India from a non-resident recognised lender in accordance with the ECB Guidelines;

“ECB Guidelines” mean the Master Circular on External Commercial Borrowing and Trade Credits dated 1 July 2010 issued by RBI read together with Section 6(3)(d) of the Foreign

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Exchange Management Act, 1999 and regulation 6 of Notification No. FEMA 3/2000-RB dated 3 May 2000, as amended, modified or replaced from time to time;

“Effective Date” has the meaning given in the Amendment and Restatement Agreement;

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a) air (including air within buildings and air within other natural or man-made structures above or below ground);

(b) water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c) land (including surface and sub-surface soil and land under water);

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law;

“Environmental Law” means any applicable law (including common law) or regulation in any jurisdiction in which the Borrower conducts business which relates to:

(a) the pollution or protection of the Environment;

(b) the conditions of the workplace; or

(c) the generation, handling, storage, use, release or spillage of any substance (including any waste) which (alone or in combination with any other) is capable of causing harm to the Environment;

“Environmental Permits” means any Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of the Borrower;

“Event of Default” means any event or circumstance specified as such in Clause 19 (Events of Default);

“Existing Credit Rating” means, in relation to the Facility, the credit rating prevailing immediately prior to a Reconstruction Event.

“External Rating Agency” means CRISIL, ICRA Limited, Credit Analysis & Research Ltd (CARE), Fitch Ratings, or any other rating agency as may be approved by the Agent (in consultation with the Borrower);

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“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility);

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

“Fee Letter” means any letter or letters referred to in Clause 10 (Fees);

“Final Repayment Date” means the last Repayment Date;

“Finance Document” means this Agreement, the Amendment and Restatement Agreement, the Corporate Guarantee, the Fee Letter(s), any Transfer Certificate, any Security Document and any other document designated as such by the Agent and the Borrower;

“Finance Party” means the Agent, the Security Trustee or any of the Lenders and “Finance Parties” means all of them;

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) monies borrowed;

(b) any amount raised under any acceptance credit facility;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

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(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

“First Utilisation Date” means the date on which the first Loan is made under the Original Facility Agreement;

“GAAP” means, in relation to any corporation, generally accepted accounting principles in the jurisdiction of its incorporation;

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under any law or regulation);

“Guarantor” means Vedanta Resources Plc (registration number: 04740415), a company incorporated under the laws of England and having its registered address at 0^xx Xxxxx, Xxxxxxxx Xxxxx, 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX;

“Guarantor Group” means the Guarantor and each of its Subsidiaries;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature;

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 8 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 7.3 (Default interest);

“Legal Reservations” means such reservations, assumptions or qualifications as to matters of law of general application limiting the obligations of the Obligors as have been made in legal opinions addressed and delivered to the Finance Parties pursuant to any Finance Document;

“Lender” means:

(a) the Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 21 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

“LIBOR” means, in relation to any Loan or Unpaid Sum:

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(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for US Dollars LIBOR for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of 11:00 a.m. (London time) on the Quotation Day for the offering of deposits in US Dollars LIBOR for an amount comparable to that Loan or Unpaid Sum and for a period comparable to the relevant Interest Period;

“Loan” means, as the context requires, a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

“Majority Lenders” means:

(a) if there is any Loan then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than sixty six and two thirds per cent. (66 ²⁄₃%) of all such Loans;

(b) if there is no Loan then outstanding and the Available Facility is then greater than zero, a Lender or Lenders whose Available Commitments aggregate more than sixty six and two thirds per cent. (66 ²⁄₃%) of the Available Facility; or

(c) if there is no Loan then outstanding and the Available Facility is then zero;

(i) if the Available Facility became zero after a Loan ceased to be outstanding, a Lender or Lenders whose Available Commitments aggregated more than sixty six and two thirds per cent. (66 ²⁄₃%) of the Available Facility immediately before the Available Facility became zero, or

(ii) if a Loan ceased to be outstanding after the Available Facility became zero, a Lender or Lenders whose participations in the Loans outstanding immediately before any Loan ceased to be outstanding aggregated more than sixty six and two thirds per cent. (66 ²⁄₃%) of all such Loans;

“Margin” means four per cent. (4.0%) per annum;

“Material Adverse Effect” means a material adverse effect on:

(a) the ability of the Borrower to perform or comply with its respective obligations under any Finance Document to which it is a party;

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(b) the business, operations, property, projects, condition (financial or otherwise) or prospects of the Borrower;

(c) the validity, legality or enforceability of any Finance Document or any rights or remedies of any Finance Party thereunder; or

(d) the priority or ranking of any Transaction Security granted or purported to be granted;

“Maximum Lending Rate” means the rate which is one per cent. (1%) above the applicable interest rate for the Facility determined in accordance with Clause 7.1 (Calculation of interest);

“Month” means a period starting on one (1) day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period;

“Moveable Assets” means all the moveable assets of the Borrower;

“New Lender” has the meaning given to it in Clause 21.1 (Assignments and transfers by the Lenders);

“Obligor” means the Borrower and the Guarantor;

“Original Facility Agreement” means this Agreement in its original form dated 6 July 2009 (and as amended by an amendment agreement dated 10 July 2009), as entered into between the Borrower and the Original Lender;

“Original Financial Statements” means, in relation to the Borrower, its most recent audited consolidated financial statement;

“Party” means a party to this Agreement;

“Promoter” means Xxxx Xxxxx Agarwal, an Indian national with passport number X0000000 being, as at the date of this Agreement, or any member of his family and any investment holding company or trust directly or indirectly controlled by any of them.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the

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London interbank market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days);

“RBI” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934 of India;

“RBI Approval Date” means the date on which the RBI approves the terms of this Agreement (as amended and restated by the Amendment and Restatement Agreement);

“Reconstruction Event” has the meaning given to it in Clause 18.4(a) (Merger).

“Reference Banks” means, in relation to LIBOR, the principal London offices of Barclays Bank plc, Deutsche Bank AG, Standard Chartered Bank and State Bank of India or such other banks as may be appointed by the Agent, in consultation with the Borrower;

“Relevant Percentage” means more than fifty per cent. (50%);

“Repayment Date” means any date on which a Repayment Instalment is required to be paid, as more particularly set out in Schedule 5 (Repayment Schedule);

“Repayment Instalment” means any repayment instalment set out in Schedule 5 (Repayment Schedule);

“Repeating Representations” means each of the representations set out in Clause 16 (Representations) (except for the representations set out in Clause 16.6 (No filing or stamp taxes), Clause 16.8(a) (No misleading information), Clause 16.18 (RBI and other approvals) and Clause 16.19 (Foreign exchange control));

“Rupees” means the lawful currency for the time being of India;

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for US Dollars for the relevant period and amount displayed on page 3750 of the Dow Xxxxx Telerate screen. If this service ceases to be available, the Agent may, without reference to any other Finance Party, specify another service displaying the appropriate rate after consultation with the Borrower and the Lenders;

“Security” means a mortgage, charge, pledge, hypothecation, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

“Security Documents” means:

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(a) the Deed of Hypothecation;

(b) any other document created from time to time which may create or evidence any Security to be provided by any person as security for any of the Borrower’s obligations under any Finance Document; and

(c) any document designated as such from time to time by the Agent and the Borrower;

“Selection Notice” means a notice, substantially in the form set out in Schedule 2 (Form of Selection Notice) given in accordance with Clause 8 (Interest Periods);

“Sponsor Debt” means any present or future loan extended to the Borrower by any member of the Guarantor Group;

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than fifty per cent. (50%) of the issued equity share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Third Parties Act” means the Contracts (Rights of Third Parties) Xxx 0000;

“Total Commitments” means the aggregate of the Commitments being five hundred million US Dollars (US$500,000,000) as at the date of this Agreement;

“Transaction Security” means any Security for all or any part of the obligations of the Borrower under any Finance Documents expressed to be created by or pursuant to, or evidenced in, any Security Documents;

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 3 (Form of Transfer Certificates) or any other form as determined by the Agent without reference to any other Finance Party;

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“Transfer Date” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate;

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“US Dollars” or “US$” means the lawful currency for the time being of the United States of America;

“Utilisation” means a utilisation of the Facility; and

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is made or is to be made.

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the “Agent”, the “Security Trustee”, any “Lender”, any “Finance Party”, the “Borrower”, any “Obligor”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees including persons taking by novation;

(ii) an “agency” includes any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(iii) “assets” includes present and future properties, revenues and rights of every description;

(iv) an “authorised signatory” means a person that has been duly authorised by another person (the “other person”) to execute or sign any Finance Document (or other document or notice to be executed or signed by the other person under or in connection with any Finance Document) on behalf of that other person;

(v) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated or supplemented including any waiver or consent granted in respect of any term of any Finance Document;

(vi) a “guarantee” also includes an indemnity and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of

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money, the purchase of or subscription for shares or other securities, the purchase of assets or services or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person (and “guaranteed” and “guarantor” shall be construed accordingly);

(vii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(ix) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(x) a law or a provision of law is a reference to that law or, as applicable, that provision as amended or re-enacted; and

(xi) a time of day is a reference to Hong Kong time unless otherwise stated.

(b) Clause and Schedule headings are for ease of reference only and shall not affect the interpretation of any term of this Agreement.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d) A Default is “continuing” if it has not been remedied or waived.

(e) Reference to the words “include” or “including” shall be construed without limitation.

(f) Words importing the singular number shall include the plural and vice-versa.

1.3 Third Party Rights

(a) Except as provided in a Finance Document, the terms of a Finance Document may be enforced and enjoyed only by a party to it and the operation of the Third Parties Act is excluded.

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(b) Notwithstanding any provision of any Finance Document, the consent of any person who is not a party to a Finance Document is not required to vary, rescind or terminate that Finance Document.

2 THE FACILITY

2.1 The Facility

The Parties acknowledge that, pursuant to the terms of the Original Facility Agreement, the

Original Lender has made available to the Borrower a US Dollar term loan facility up to an aggregate amount not exceeding the Total Commitments.

2.2 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor, whether such debt was originally contracted as such or was acquired from another Finance Party by a transfer, in whole or in part, from such other Finance Party of the debt due to it by the Obligor, shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3 PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards its capital expenditure requirements.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4 UTILISATION

The Parties acknowledge that, as at the Effective Date, the Facility has been fully utilised.

5 REPAYMENT

5.1 Repayment of Loans

The Borrower undertakes to repay the principal amount of the Facility in accordance with the repayment schedule set out in Schedule 5 (Repayment Schedule) or with such deviations thereto as may be required to conform with the revised repayment schedule as approved by the RBI (if applicable).

5.2 Re-borrowing

The Borrower may not re-borrow any part of the Facility which is repaid or prepaid.

6 PREPAYMENT AND CANCELLATION

6.1 Illegality

If after the date of this Agreement, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event, and the Agent shall in turn notify the Borrower;

(b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law or any directive).

6.2 Mandatory prepayment of Loans - Change of Control of the Guarantor

If the Promoter does not or ceases to own (directly or indirectly) at least thirty five per cent. (35%) of the issued share capital (with voting rights) of the Guarantor or otherwise does not or ceases to control the Guarantor and/or any other person or group of persons acting in concert gains control of the Guarantor, then:

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(a) the Borrower shall promptly notify the Agent upon the occurrence of that event; and

(b) if the Majority Lenders so require, the Agent shall, by not less than five (5) Business Days’ prior notice to the Borrower, cancel the Facility and declare the outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable on the date specified in the notice, whereupon the Facility and the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

For the purpose of this Clause:

(a) “control” of a person means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to;

(i) appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

(ii) give directions with respect to the operating and financial policies of that person, which the directors or other equivalent officers of that person are obliged to comply with; and

(b) “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate through the acquisition by any of them, either directly or indirectly, of shares in the relevant company, to obtain or consolidate control of the relevant company.

6.3 Voluntary prepayment of Loans

(a) The Borrower may by not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice to the Agent, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces that Loan by a minimum amount of ten million US Dollars (US$10,000,000) or a higher amount, which is in integral multiples of five million US Dollars (US$5,000,000)).

(b) A Loan may only be prepaid under this Clause 6.3 (Voluntary prepayment of Loans) on the last day of an Interest Period for that Loan.

(c) Any prepayment under this Clause 6.3 (Voluntary prepayment of Loans) shall satisfy the obligations of the Borrower under Clause 5.1 (Repayment of Loans) pro rata and be applied rateably among the participations of all Lenders.

6.4 Right of prepayment and cancellation in relation to a single Lender

(a) If:

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(i) any Lender claims indemnification from the Borrower under Clause 12.1 (Increased costs); or

(ii) the rate notified by a Lender in relation to a particular Interest Period under sub-clause (a)(ii) of Clause 9.2 (Market disruption) is higher than the lowest rate notified by another Lender under that clause,

the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loans.

(b) On receipt of a notice referred to in sub-clause (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of the Interest Period which ends after the Borrower has given notice under sub-clause (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay that Lender’s participation in that Loan.

6.5 Restrictions

(a) Any prepayment under this Agreement shall only be made subject to the same being permitted under applicable law and regulation including, specifically, the ECB Guidelines.

(b) Any notice of cancellation or prepayment given by any Party under this Clause 6 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, save for voluntary prepayment under Clause 6.3 (Voluntary Prepayment of Loans), shall be subject to Break Costs as applicable. No premium or penalty is payable in respect of any prepayment made under this Agreement.

(d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

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(f) If the Agent receives a notice under this Clause 6 (Prepayment and Cancellation), it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

Any prepayment under this Clause 6 (Prepayment and Cancellation) shall satisfy the obligations of the Borrower under Clause 5.1 (Repayment of Loans) pro rata and be applied rateably among the participations of all Lenders.

7 INTEREST

7.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

(b) three (3) or six (6) Months LIBOR as the Borrower may select.

7.2 Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period and calculated on the basis of the actual number of days elapsed in a year of 360 days.

7.3 Default interest

(a) Subject to the ECB Guidelines, if the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at (subject to sub-clauses (b) and (c) below) the Maximum Lending Rate (on the basis that the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent). Any interest accruing under this Clause 7.3 (Default interest) shall be immediately payable by the Borrower on demand by the Agent.

(b) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the Unpaid Sum during that first Interest Period shall be the Maximum Lending Rate.

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(c) Without prejudice to the rights of the Finance Parties under Clause 20 (Consequences of Events of Default), if any Security expressed to be created by or pursuant to any Security Document is not fully perfected with the ranking and priority it is expressed to have by or before the date specified in Schedule 6 (Conditions Subsequent), the Borrower shall pay default interest at the Maximum Lending Rate, until the date on which such Security is fully perfected with the ranking and priority it is expressed to have.

(d) For the avoidance of doubt, the aggregate default interest rate payable by the Borrower under this Agreement shall not exceed the Maximum Lending Rate.

(e) Subject to the ECB Guidelines, default interest pursuant to sub-clause (a) above (if unpaid) arising on an Unpaid Sum will be compounded with the overdue amount at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

7.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest that is required to be notified under this Agreement.

8 INTEREST PERIODS

8.1 Duration of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in a Selection Notice. Each Selection Notice for the Loan is irrevocable and must be delivered to the Agent by the Borrower not later than 11:00 a.m. (Hong Kong time) on the [third (3^rd)] Business Day prior to the first day of that Interest Period (or at such later time as the Agent may approve). If the Borrower fails to deliver a Selection Notice to the Agent in accordance with this paragraph, the relevant Interest Period will, subject to paragraph (c) below be three (3) Months.

(b) Subject to this Clause 8, the Borrower may select an Interest Period of three (3) or six (6) Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).

(c) No Interest Period for a Loan shall extend beyond the Final Repayment Date.

(d) Each Interest Period for a Loan shall start on the relevant Utilisation Date or (if that Loan has already been made) on the last day of the preceding Interest Period for such Loan.

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(e) The first Interest Period for the first Loan shall end on the day falling six (6) Months after the First Utilisation Date. The first Interest Period for each other Loan shall end on the same day as that on which the then current Interest Period for the first Loan ends.

8.2 Changes to Interest Periods

(a) Prior to determining the interest rate for a Loan, the Agent may, after consultation with the Borrower, divide any Loan and/or shorten an Interest Period for any Loan to ensure there are sufficient Loans (with an aggregate amount equal to or greater than the relevant Repayment Instalment) which have an Interest Period ending on a Repayment Date for the Borrower to make the relevant Repayment Instalment due on that date.

(b) If the Agent makes any change to an Interest Period referred to in this Clause 8.2 (Changes to Interest Periods), it shall promptly notify the Borrower and the Lenders.

8.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

9 CHANGES TO THE CALCULATION OF INTEREST

9.1 Absence of quotations

Subject to Clause 9.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 a.m. (London time) on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

9.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s participation in that Loan for that Interest Period shall subject to any agreement under Clause 9.3 (Alternative basis of interest or funding), be the rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which is expressed as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

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(b) In relation to a Market Disruption Event under paragraph (c)(ii) below, if the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above shall be less than LIBOR or if a Lender shall fail to notify the Agent of any such percentage rate per annum, the cost to that Lender of funding its participation in the relevant Loan for the relevant Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

(c) In this Agreement “Market Disruption Event” means:

(i) at or about noon in London on the first day after the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is zero or negative and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for US Dollars for the relevant Interest Period; or

(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed thirty three and one third per cent. (33 ¹⁄₃%) of that Loan) that the cost to it or them of obtaining matching deposits in the London interbank market would be in excess of LIBOR or would not be linked to LIBOR.

9.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than seven (7) days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to sub-clause (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(c) For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the seven (7) day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

9.4 Break Costs

(a) The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

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(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

10 FEES

10.1 Upfront fee

The Original Lender shall pay to the relevant Lender (for its own account) an upfront fee in the amount and at the times agreed in the relevant Fee Letter.

10.2 Agency fee

The Original Lender shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in the relevant Fee Letter.

10.3 Security Trustee Fee

The Original Lender shall pay to the Security Trustee (for its own account) a security trustee fee in the amount and at the times agreed in the relevant Fee Letter.

11 TAX GROSS-UP AND INDEMNITIES

11.1 Definitions

(a) In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the discretion of the person (acting reasonably) making the determination.

11.2 Tax gross-up

(a) All payments to be made by the Borrower to any Finance Party under or in connection with a Finance Document shall be made free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law in which case the sum payable by

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the Borrower shall be increased to the extent necessary to ensure that the Finance Party concerned receives a sum, net of any Tax Deduction, equal to the sum which it would have received had no Tax Deduction been required, Provided that, notwithstanding any other provision of this Agreement, where any Loan (or part thereof) is transferred by a Lender that is incorporated or resident in India to any bank or financial institution incorporated, or resident, outside of India pursuant to Clause 21 (Changes to the Lenders), the Borrower’s obligation to gross up for any payment subject to a Tax Deduction under this Agreement at any time to such bank or financial institution incorporated, or resident, outside of India shall only be in respect of that amount of the Loans which is the first one hundred and fifty million US Dollars (US$150,000,000) transferred or assigned by Lenders incorporated, or resident, in India pursuant to Clause 21 (Changes to the Lenders) to any bank or financial institution incorporated, or resident, outside of India.

(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.

(c) If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to the payment an original receipt (or certified copy thereof) evidencing to the reasonable satisfaction of that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

11.3 Tax indemnity

(a) Without prejudice to Clause 11.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under or in connection with the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party, whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall (within three (3) Business Days of demand by the Agent) indemnify the Finance Party which determines it has suffered a loss or liability as a result against such

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payment or liability together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

(b) Sub-clause (a) above shall not apply:

(i) with respect to any Tax imposed:

(A) by the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction or jurisdictions in which that Finance Party is treated as resident for tax purposes; or

(B) by the jurisdiction in which its Facility Office is located; or

(C) which is calculated by reference to the net income actually received or receivable (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by that Finance Party but not actually received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 11.2 (Tax gross-up).

(c) A Finance Party making, or intending to make a claim under sub-clause (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, whereupon the Agent shall notify the Borrower.

(d) A Finance Party shall, on receiving a payment from the Borrower under this Clause 11.3 (Tax indemnity), notify the Agent.

11.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part of that Tax Payment; and

(b) that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated group basis,

the Finance Party shall, as soon as practicable, pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

11.5 Stamp taxes

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Any stamp duty, registration and other similar Taxes applicable in any relevant jurisdiction in connection with any Finance Document shall be for the account of the Borrower. Without prejudice to the aforesaid provision, the Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

11.6 Indirect Tax

(a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made or any services rendered by any Finance Party to any Party in connection with a Finance Document, that Party shall pay (unless that Party is the Agent, in which case the Borrower shall pay) to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by the Finance Party in respect of the costs or expenses.

12 INCREASED COSTS

12.1 Increased costs

(a) Subject to Clause 12.3 (Exceptions) the Borrower shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b) The terms “law” and “regulation” in this sub-clause (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity reserve assets or Tax.

(c) In this Agreement “Increased Costs” means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by that Finance Party or one of its Affiliates);

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(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

12.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

12.3 Exceptions

(a) Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by Borrower;

(ii) compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because of the application of any of the exclusions in sub-clause (b) of Clause 11.3 (Tax indemnity)); or

(iii) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b) In this Clause 12.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 11 (Definitions).

13 OTHER INDEMNITIES

13.1 Currency indemnity

(a) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against the Borrower;

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(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three (3) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

13.2 Other indemnities

The Borrower shall, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) any information produced or approved by any Obligor being (or being alleged to be) incorrect, misleading and/or deceptive in any respect;

(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement

(d) a failure by the Borrower to pay any amount due under a Finance Document on its due date and in the relevant currency, including any cost, loss or liability arising as a result of Clause 26 (Sharing among the Finance Parties);

(e) funding, or making arrangements to fund, its participation in a Loan but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of wilful default or gross negligence by that Finance Party alone); or

(f) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

13.3 Indemnity to the Agent and the Security Trustee

The Borrower shall promptly indemnify the Agent and the Security Trustee on demand against any cost, loss or liability incurred by the Agent or the Security Trustee (acting reasonably) as a result of:

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(a) investigating any event which it believes is a Default;

(b) acting or relying on any notice, request or instruction which it believes to be genuine, correct and appropriately authorised; or

(c) any other action taken by the Agent or the Security Trustee in accordance with this Agreement.

14 MITIGATION BY THE LENDERS

14.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 6.1 (Illegality), Clause 11 (Tax gross-up and indemnities) or Clause 12 (Increased costs) including (but not limited to):

(i) providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

(ii) relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office

(b) Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

14.2 Limitation of liability

(a) The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

15 COSTS AND EXPENSES

15.1 Transaction expenses

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The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal and accounting fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other documents (including any Finance Documents) prepared and/or executed after the date of this Agreement.

15.2 Amendment costs

If:

(a) the Borrower requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 27.9 (Change of currency),

the Borrower shall, within three (3) Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal and accounting fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

15.3 Enforcement costs

The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal and accounting fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

15.4 Agent’s and/or Security Trustee’s Expenses

(a) The Borrower shall promptly on demand pay the Security Trustee the amount of all costs and expenses (including legal fees) reasonably incurred by the Security Trustee in connection with the creation, administration, assignment or release of any Transaction Security.

(b) In the event of:

(i) a Default; or

(ii) the Agent and/or the Security Trustee considering it necessary or expedient; or

(iii) the Agent and/or the Security Trustee being requested by the Borrower or the Majority Lenders to undertake duties which the Agent and/or the Security Trustee and the Borrower agree to be of an exceptional nature and/or outside the scope

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of the normal duties of the Agent and/or the Security Trustee under the Finance Documents,

the Borrower shall pay to the Agent and/or the Security Trustee (as applicable) any additional remuneration that may be agreed between them.

(c) If the Agent and/or the Security Trustee and the Borrower fail to agree upon the nature of the duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent or Security Trustee (as applicable) (the costs of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding on the Parties.

15.5 Borrower’s costs

The Borrower shall itself bear any costs and expenses incurred by it which are similar to those costs and expenses contemplated in Clauses 15.1 (Transaction expenses) to 15.3 (Enforcement costs) above

16 REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 16 (Representations) to each Finance Party on the date of this Agreement.

16.1 Status

(a) Each of the Obligors is a corporation, duly incorporated and validly existing under the law of its country of incorporation.

(b) Each of the Obligors has the power to own its assets and carry on its business as it is being conducted.

16.2 Binding obligations

(a) Subject to the Legal Reservations, each Finance Document to which it or any of the other Obligors is a party will, when executed, constitute legal, valid and binding obligations on the Borrower and/or the Obligors (as the case may be) enforceable in accordance with its respective terms and would be so treated in the courts and/or tribunals of England.

(b) The choice of English law as the governing law of the Finance Documents (other than Security Documents) will be recognised and enforced in India.

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(c) Any judgment obtained from a superior court in England in relation to a Finance Document governed by English law (other than a Security Document) will be recognised and enforced in India.

16.3 Non-conflict with other obligations

The entry into and performance by it, or any of the other Obligors, of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it (including, without limitation, the ECB Guidelines);

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets; or

(d) any of its borrowing limit or powers or any other powers exercisable by its directors in connection herewith.

16.4 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

(b) No limit placed on it or the powers of its directors will be exceeded as a result of the borrowing, granting of Security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

16.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c) to enable it to create any Transaction Security expressed to be granted or created by it by or pursuant to, or (as the case may be) any Transaction Security expressed to have been granted or created by it and to be evidenced in, any Security Document and to ensure that such Transaction Security has the priority and ranking it is expressed to have,

have been obtained or effected and are in full force and effect.

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16.6 No filing or stamp taxes

Under the law of its and each of the other Obligors’ jurisdiction of incorporation and/or the laws of any other relevant jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction (other than any registrations which have been effected on or prior to the First Utilisation Date or any registrations and filings relating to any Security Document which cannot be effected until and will be effected upon, the execution of those Security Documents), or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents (other than the stamp duties or registration duties paid on or prior to the First Utilisation Date or which will be payable in connection with the Security Documents upon their execution), except that in the case of the Borrower:

(a) stamp duty is payable in India:

(i) on an executed original or counterpart of a Finance Document, within three (3) Months of the date upon which such original or counterpart is first brought into India (if such original or counterpart was executed outside India); or

(ii) at or prior to the time of execution of a Finance Document in India; and

(b) any filing, registration or enrolling to be made, or any Tax or fee payable in relation to any Finance Document which is referred to in any legal opinion delivered under the Amendment and Restatement Agreement and which will be made or paid (as the case may be) within the prescribed timeline.

16.7 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

16.8 No misleading information

(a) Any factual information provided by the Borrower or any of the other Obligors for the purposes of the Facility was true and accurate and not misleading as at the date it was provided or as at the date (if any) at which it is stated.

(b) All other information supplied by or on behalf of the Borrower (including its advisers) is true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect and the Borrower is not aware of any fact, information or

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circumstances which have not been disclosed in writing to the Agent which might, if disclosed, have a material effect on any such information (including forecasts or projections) provided to the Agent or which might affect the willingness of the Lender to lend upon the terms of this Agreement.

16.9 Financial statements

(a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) The Original Financial Statements fairly represent the Borrower’s financial condition and operations during the relevant financial year.

(c) There has been no material adverse change in its business or financial condition since 31 March 2011.

16.10 Ranking of claims

(a) The Borrower shall ensure that its obligations under each Finance Document do and will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, present and future.

(b) Each Security Document creates (or once entered into will create) in favour of the Security Trustee for the benefit of the Finance Parties, the Security which it is expressed to create, fully perfected and with the ranking and priority it is expressed to have.

16.11 No proceedings pending or threatened

(a) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any of the Obligors.

(b) No corporate action has been taken by any Obligor, nor have any other steps been taken or legal proceedings been started or threatened against any Obligor for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of any Obligor or of any or all of the assets or revenues of such Obligor.

16.12 Immunity

(a) The execution or entering into by the Borrower of the Finance Documents constitute, and its exercise of its rights and performance of its obligations under the Finance

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Documents will constitute, private and commercial acts done and performed for private and commercial purposes.

(b) The Borrower is not, will not be entitled to, and will not claim immunity for itself or any of its assets from suit, execution, attachment or other legal process in any proceedings in relation to the Finance Documents.

16.13 Ownership of assets

The Borrower has good, valid and marketable title to the Moveable Assets, free from any restriction or onerous covenants, and free from any Security save for any Security:

(a) permitted to be created by the Finance Documents; and

(b) created for the benefit of the Finance Parties on execution of the Security Documents.

16.14 Insurances

No event or circumstance has occurred, nor has there been any omission to disclose a fact, which would in either case entitle any insurer to avoid or otherwise reduce its liability under any policy relating to the insurances.

16.15 Compliance with laws

The Borrower is in compliance in all respects with all laws and Authorisations to which it may be subject and has obtained all necessary Authorisations to undertake its business, where failure to so comply or obtain such Authorisations would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

16.16 Undisclosed liabilities

As at the date as of which its most recent audited financial statements were prepared (which, at the date of this Agreement, are the Original Financial Statements), the Borrower had no material liabilities (contingent or otherwise) which were not disclosed thereby (or by the notes thereto) or reserved against therein nor any unrealised or anticipated losses arising from commitments entered into by it which were not so disclosed or reserved against.

16.17 Arm’s length dealings

The Borrower does not have any arrangement, agreement or commitment with any person or has paid or is obliged to pay any fees, commissions or other sums on any account whatsoever to any persons other than on an arm’s length basis and on normal commercial terms.

16.18 RBI and other approvals

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Each Loan is being or will be borrowed in accordance with the Authorisations, guidelines (including the ECB Guidelines), regulations and circulars (which are in effect from time to time) of the RBI.

16.19 Foreign exchange control

It has obtained all necessary governmental and other consents required (if applicable) under all applicable laws for the execution of each Finance Document and for the payment in US Dollars of all sums due thereunder.

16.20 Repetition

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the first day of each Interest Period.

17 INFORMATION UNDERTAKINGS

The undertakings in this Clause 17 (Information undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

17.1 Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years its audited consolidated and unconsolidated financial statements for that financial year; and

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half of each of its financial years its consolidated and unconsolidated financial statements for that financial half year.

17.2 Compliance Certificates

(a) The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to sub-clause (a) or (b) of Clause 17.1 (Financial statements), a Compliance Certificate which shall:

(i) confirm that no Default is continuing (or, if a Default is continuing, specify the Default and the steps being taken to remedy the same); and

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(ii) set out (in reasonable detail) calculations to demonstrate compliance with sub-clause (e) of Clause 18.7 (Security) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by any two directors of the Borrower.

17.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower pursuant to Clause 17.1 (Financial statements) shall be certified by a authorised signatory of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(b) The Borrower shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine any other relevant matter and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

(c) Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

17.4 Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all material documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or disputes (including any winding up proceedings or notices

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under any enactment or regulation) which are current or pending against the Borrower which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Borrower as any Finance Party (through the Agent) may reasonably request; and

(d) all information that has been requested by the Agent for the syndication of the Facility.

17.5 Notification of default

(a) The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

17.6 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of sub-clause (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall (and shall ensure that each Obligor will) promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in sub-clause (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in sub-clause (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

18 GENERAL UNDERTAKINGS

The undertakings in this Clause 18 (General undertakings) shall remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

18.1 Authorisations

The Borrower shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation and any other relevant jurisdiction of any Finance Document to which it is a party.

18.2 Compliance with laws

The Borrower shall respectively comply in all respects with all laws to which it may be subject, if failure so to comply would impair its ability to perform its obligations under the Finance Documents to which it is a party or would result in a Material Adverse Effect.

18.3 Environmental Compliance

(a) The Borrower shall comply in all material respects with all Environmental Laws, obtain and maintain all Environmental Permits and take all reasonable steps to monitor compliance with its obligations under any Environmental Law or any Environmental Permit.

(b) The Borrower shall inform the Agent in writing promptly upon becoming aware of:

(i) any Environmental Claim against it which is current or (to the best of its knowledge and belief) pending; or

(ii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced against it,

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in each case where such Environmental Claim might reasonably be expected if determined against the Borrower, to have a Material Adverse Effect.

18.4 Merger

(a) The Borrower shall not, without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), enter into any arrangement regarding any amalgamation, demerger, merger or corporate reconstruction (each a “Reconstruction Event”).

(b) Paragraph (a) does not apply to any Reconstruction Event which does not result in the downgrade of the credit rating of this Facility by any External Rating Agency by at least two (2) notches from the Existing Credit Rating.

18.5 Change of business

The Borrower shall procure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement.

18.6 Conduct of affairs

The Borrower shall at all times carry on and conduct its affairs in a lawful manner.

18.7 Security

(a) The Borrower shall ensure that any Transaction Security expressed to be created by it by or pursuant to, or (as the case may be) expressed to have been created by it and to be evidenced in, any Security Document remains in full force and effect with the ranking and priority it is expressed to have.

(b) The Borrower shall not do or omit to do anything or knowingly permit or cause anything to be done or omitted to be done which would or could adversely affect any Transaction Security.

(c) The Borrower shall:

(i) take all such action as the Agent or the Security Trustee may reasonably request for the purpose of perfecting any Transaction Security; and

(ii) if the Security Trustee lawfully exercises any power (whether of sale or other disposal or otherwise) or right with respect to the Charged Assets, do everything within its power to permit the exercise of such power or right.

18.8 Further assurance

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The Borrower shall from time to time on request by the Agent (or by any other Finance Party through the Agent) do or procure the doing of all such acts and will execute or procure the execution of all such documents as any Finance Party may reasonably consider necessary for giving full effect to each of the Finance Documents or securing to the Finance Parties the full benefits of all rights, powers and remedies conferred upon the Finance Parties in any of the Finance Documents to which it is a party.

18.9 Share capital

The Borrower shall not reduce its share capital unless:

(a) such reduction will not, in the reasonable opinion of the Agent, be expected to have a Material Adverse Effect;

(b) such reduction is due to a share buy-back undertaken by the Borrower; or

(c) the Borrower has obtained the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

18.10 Pari passu ranking

The Borrower shall procure that its obligations and the claims of the Finance Parties against it under each Finance Document do and will rank at least pari passu with all its other present or future, actual or contingent, unsecured and unsubordinated obligations, except for those which are mandatorily preferred by applicable law or in the exercise of powers under any law applicable to it.

18.11 Books, records and accounting matters

The Borrower shall keep proper books of record and account and maintain proper accounting, management information and control systems in accordance with GAAP for the time being in force in the relevant jurisdiction applicable to it from time to time.

18.12 Use of proceeds

The Borrower shall ensure that all the proceeds of each Loan advanced under this Agreement are used strictly in accordance with the purpose set out in Clause 3.1 (Purpose). The Borrower shall provide a certificate (the “End-use Certificate”) from its chartered accountant within a period of ninety (90) days after the Effective Date, which shall certify that the funds provided to the Borrower pursuant to that Utilisation have been used for the purpose set out in Clause 3.1 (Purpose).

18.13 Compliance with regulations

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The Borrower shall ensure that each Loan will be borrowed in accordance with any and all applicable approvals, guidelines, regulations and circulars issued by any relevant Governmental Agency, including the RBI.

18.14 Subordination of Sponsor Debt

(a) This Facility shall rank ahead of all Sponsor Debt of the Borrower and all principal and interest repayments in respect of any Sponsor Debt shall be subordinated, in both priority and right of payment, to amounts owing under this Facility.

(b) For the avoidance of doubt, paragraph (a) above shall not prevent the Borrower from making any interest repayments, any scheduled payment or any voluntary or mandatory prepayment of principal, or any other payment in respect of any Sponsor Debt, for so long as an Event of Default under Clause 19.1 (Non-payment) has not occurred and is continuing.

18.15 Other undertakings

(a) The Borrower shall obtain the consent (and deliver evidence of the same to the Agent) of all regulatory Authorisations, including RBI approval, which the Agent considers necessary for creation of any Security provided or to be provided pursuant to the Security Documents.

(b) Each Finance Party shall have the right from time to time to inspect any premises of the Borrower, either by itself or via an agent. The costs of any such inspection shall be borne by the Borrower.

(c) In the event of default the Borrower shall ensure that no one on its board of directors is someone who has been identified as a wilful defaulter by RBI.

(d) The Borrower shall not amend or modify the authorised business activities as set out in its Memorandum and Articles of Association or other constitutional documents where such amendment or modification will, in the reasonable opinion of the Agent, be expected to materially and adversely affect the Borrower’s ability to perform or comply with its respective obligations under any Finance Document to which it is a party, unless the Borrower has obtained the prior written approval of the Agent.

18.16 Arm’s length dealings

The Borrower shall not enter into any arrangement, agreement or commitment with any person or pay any fees, commissions or other sums on any account whatsoever to any persons other than:

(a) on an arm’s length basis and on normal commercial terms;

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(b) as required by the Finance Documents; or

(c) those to which the Agent (acting on the instructions of the Majority Lenders) has given its prior written consent.

18.17 Rating of the Facility

The Borrower shall procure that the Facility is rated by an External Rating Agency within one hundred and twenty (120) days after the Effective Date.

18.18 Conditions Subsequent

The Borrower shall deliver to the Agent all the documents and other evidences listed in Schedule 6 (Conditions Subsequent) by no later than the date specified in that Schedule.

19 EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 19 (Events of Default) is an Event of Default.

19.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) full payment is made within three (3) Business Days of its due date.

19.2 Other obligations

(a) The Obligors do not comply with any provision or covenant of the Finance Documents (other than those referred to in Clause 19.1 (Non-payment)).

(b) No Event of Default under sub-clause (a) above will occur if the failure to comply is capable of remedy and is remedied within fifteen (15) Business Days of the Agent giving notice to the Borrower, or the Borrower becoming aware of the failure to comply.

19.3 Misrepresentation

Any representation or statement made or deemed to be made by any of the Obligors in the Finance Documents or any other document delivered by or on behalf of any of the Obligors

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under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made or repeated.

19.4 Cross default

(a) Any Financial Indebtedness of the Borrower is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

(d) No Event of Default will occur under this Clause 19.4 (Cross Default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 19.4(a) to (c) above is less than twenty-five million US Dollars (US$25,000,000) (or its equivalent in any other currency or currencies).

19.5 Insolvency

(a) Any of the Obligors is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) A moratorium is declared in respect of any indebtedness of any of the Obligors.

19.6 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any of the Obligors;

(b) a composition, assignment or arrangement with any creditor of any of the Obligors;

(c) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any of the Obligors or any of their assets; or

(d) enforcement of any Security over any assets of any of the Obligors,

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or any analogous procedure or step is taken in any jurisdiction with respect to any of the Obligors.

19.7 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower having an aggregate value of fifty million US Dollars (US$50,000,000) and is not discharged within sixty (60) days.

19.8 Litigation and final judgments or court orders

(a) Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Finance Documents or the transactions contemplated therein or against the Borrower or its assets which has or might, in the reasonable opinion of the Agent, be expected to have a Material Adverse Effect.

(b) The Borrower fails to comply with or pay any sum in an amount equal to or greater than twenty-five million US Dollars (US$25,000,000) (or its equivalent in any other currency or currencies) due from it under any final judgment or any final order made or given by a court of competent jurisdiction. For the purpose of this sub-clause (b), a judgment subject to appeal and which on appeal, to be made within ninety (90) days or statutorily prescribed time period, whichever is shorter, has been stayed, shall not be considered a final judgment.

19.9 Moratorium

The Government of India or any relevant Governmental Authority declares a general moratorium or “standstill” (or makes or passes any order or regulation having a similar effect) in respect of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, interest or otherwise) (or any indebtedness which includes Financial Indebtedness) of the Borrower.

19.10 Unlawfulness

It is or becomes unlawful for any of the Obligors to perform any of its obligations under the Finance Documents.

19.11 Repudiation

Any of the Obligors repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

19.12 Cessation of business

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The Borrower suspends, ceases or threatens to cease to carry on any of its current businesses or give notice of its intention to do so which, in the opinion of any Finance Party, could have a Material Adverse Effect.

19.13 Material adverse change

One or more events, conditions or circumstances (including any change in law) shall occur or exist which in the opinion of any Finance Party, could have a Material Adverse Effect.

19.14 Security

Any Security expressed to be created by or pursuant to, or to be evidenced in, any Security Document is not in full force and effect with the ranking and priority it is expressed to have or any event of default or termination event (howsoever described) (if any) specified in any Security Document occurs.

19.15 Expropriation events

Any Government Agency takes or threatens any action:

(a) for the dissolution of the Borrower, or any action which deprives or threatens to deprive the Borrower:

(i) from conducting any of its businesses or carrying out its operations in the manner it is being conducted or carried out; or

(ii) of the use of any of its assets;

(b) to revoke or terminate or to refuse to provide or renew any Authorisation or to impose onerous conditions on the grant or renewal of any Authorisation; or

(c) with a view to regulate, administer, or limit, or assert any form of administrative control over the rates applied, prices charged or rates of return achievable, by the Borrower in connection with its business,

which, in each case, in the opinion of any Finance Party, could have a Material Adverse Effect.

19.16 Change in Control over the Borrower

The Guarantor ceases to hold either directly or indirectly at least the Relevant Percentage of the voting share capital of the Borrower or ceases to Control the Borrower.

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20 CONSEQUENCES OF EVENTS OF DEFAULT

(a) On and at any time after the occurrence of an Event of Default the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(i) cancellation: cancel the Total Commitments whereupon they shall immediately be cancelled;

(ii) acceleration: declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(iii) on-demand: declare that all or part of the Loans be payable on demand, whereupon they shall become payable within ten (10) days of demand by the Agent (acting on the instruction of the Majority Lenders); and

(iv) enforcement: exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretion under the Finance Documents.

(b) If the Security Trustee becomes entitled to exercise any of its rights under the Finance Documents pursuant to paragraph (a)(iv) above, the Parties agree that the Security Trustee shall do so in the following order:

(i) firstly, by making a demand under the Corporate Guarantee; and

(ii) secondly, if the full amount claimed under the Corporate Guarantee is not received within sixty (60) days from the date the Security Trustee makes such demand, the Security Trustee shall be entitled to enforce its rights under the Security created by the Deed of Hypothecation and in accordance with applicable laws.

21 CHANGES TO THE LENDERS

21.1 Assignments and transfers by the Lenders

Subject to this Clause 21 (Changes to the Lenders), a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

to another bank or financial institution or to a trust, fund or any other entity as permitted under the ECB Guidelines (the “New Lender”), without notice to, or consent of, the

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Borrower or any other Obligor. Without prejudice to the aforesaid provision, each Lender may (at its sole discretion), without notice to the Borrower, share the credit risk of the whole or a part of the Facility with any other bank by way of participation. Notwithstanding such participation, all rights, title, interests, special status and other benefits and privileges enjoyed or conferred upon or held by such Lender under this Agreement and all other Finance Documents shall remain valid, effective and enforceable by such Lender on the same terms and conditions and the Borrower shall continue to discharge in full all its obligations under this Agreement and all other Finance Documents to such Lender. The Borrower shall not have and shall not claim any privity of contract with such participating bank on account of any reason whatsoever.

21.2 Conditions of assignment or transfer

(a) The consent of the Borrower is not required for any assignment or transfer by a Lender.

(b) An assignment will only be effective on:

(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(c) A transfer will only be effective if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with.

(d) Subject always to Clause 11.2 (Tax gross-up)(a), if:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 11 (Tax gross-up and indemnities),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or

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Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred

21.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of one thousand US Dollars (US$1,000) or such other lesser amount as agreed by the Agent.

21.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of the Borrower;

(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied

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exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 21 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

21.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with sub-clause (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights

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and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(iii) the Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

(d) The Agent shall notify the Borrower of any transfer under this Clause within three (3) Business Days after the Transfer Date.

21.6 Disclosure of information

(a) Any Finance Party and any of its officers may disclose to:

(i) any of its Affiliates;

(ii) its head office or any of its branches;

(iii) any other Finance Party;

(iv) the RBI or any other banking regulator elsewhere in the world or any agency or credit bureau, whether authorised by such banking regulator or otherwise, to receive such information on its behalf; and/or

(v) any other person:

(A) (where that Finance Party is a Lender) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(B) (where that Finance Party is a Lender) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor;

(C) (where that Finance Party is the Agent) who is succeeding (or may potentially succeed) that Finance Party in such capacity;

(D) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; or

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(E) to whom that Finance Party is under a duty to disclose,

any customer information or any other information about the Borrower, the Facility or the Finance Documents as that Finance Party shall consider appropriate.

(b) Sub-clause (a) above is not, and shall not be deemed to constitute, an express or implied agreement by any Finance Party with the Borrower for a higher degree of confidentiality than that prescribed by applicable law.

(c) Upon the occurrence of an Event of Default under Clause 19.1 (Non-payment), any Finance Party may disclose or publish the details of the Event of Default and the name of the Borrower as defaulter, in such manner and through such media as such Finance Party in its absolute discretion may think fit, including to RBI.

22 CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Lenders.

23 ROLE OF THE AGENT AND THE SECURITY TRUSTEE

23.1 Appointment of the Agent and the Security Trustee

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each other Finance Party appoints the Security Trustee to act as security trustee under and in connection with the Finance Documents.

(c) Each other Finance Party authorises the Agent and each other Finance Party authorises the Security Trustee to perform the duties and exercise the rights, powers, authorities and discretions specifically given to the Agent or (as the case may be) the Security Trustee under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

23.2 Duties of the Agent and the Security Trustee

(a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) under this Agreement it shall promptly notify the other Finance Parties.

(e) The Security Trustee shall promptly notify the Agent of the contents of any communication sent or received by it, in its capacity as security trustee under the Finance Documents, to or from the Obligors under any of the Finance Documents.

(f) Subject to paragraph (e) above, the Security Trustee shall have no duty or responsibility, either initially or on a continuing basis, to provide any of the Parties with any information with respect to the Obligors whenever coming into its possession or to provide any of the Parties with any communication received by it under or in connection with any of the Finance Documents.

(g) The duties of the Agent and the Security Trustee under the Finance Documents are solely mechanical and administrative in nature. Neither the Agent nor the Security Trustee shall have any duties other than those expressly provided for in the Finance Documents.

23.3 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent or the Security Trustee as a trustee or fiduciary of any other person.

(b) None of the Agent or the Security Trustee shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

23.4 Business with the Borrower

The Agent and the Security Trustee may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.

23.5 Rights and discretions of the Agent

(a) The Agent and the Security Trustee may each rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify the signature on any document; and

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(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Agent and the Security Trustee may each assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 19.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent and the Security Trustee may each engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d) The Agent and the Security Trustee may each act in relation to the Finance Documents through its personnel and agents.

(e) The Agent and the Security Trustee may each disclose to any other Party any information it reasonably believes it has received as agent or (as the case may be) security trustee under this Agreement.

(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent or the Security Trustee is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

23.6 Majority Lenders’ and Agent’s instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, the Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as security trustee under the Finance Documents in accordance with any instructions given to it by the Agent (or, if so instructed by the Agent, refrain from exercising any right, power, authority or

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discretion vested in it as security trustee under the Finance Documents) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Agent.

(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders to the Agent or (as the case may be) by the Agent to the Security Trustee will be binding on all the Finance Parties.

(d) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) and the Security Trustee may refrain from acting in accordance with the instructions of the Agent or under paragraph (e) below until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

(e) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and, in the absence of instructions from the Agent, the Security Trustee may each act (or refrain from taking action) as it considers to be in the best interest of the Finance Parties.

(f) Nether the Agent nor the Security Trustee is authorised to act on behalf of a Finance Party (without first obtaining in the case of the Agent, that Finance Party’s or, in the case of the Security Trustee, the Agent’s consent) in any legal or arbitration proceedings relating to any Finance Document unless the legal or arbitration proceedings relate to:

(i) the perfection, preservation or protection of rights under the Security Documents; or

(ii) the enforcement of any Security Document.

The Agent may not give such consent to the Security Trustee without first obtaining that Finance Party’s consent.

23.7 Responsibility for documentation

None of the Agent or the Security Trustee is responsible for:

(a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Security Trustee, an Obligor or any other person given in or in connection with any Finance Document;

(b) the accuracy of any representation, warranty or statement (whether written or oral) made in or at any time in connection with any Finance Document or the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other

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agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

23.8 Exclusion of liability

(a) Without limiting sub-clause (b) below (and without prejudice to the provisions of paragraph (e) of Clause 27.10 (Disruption to Payment Systems etc.) in the case of the Agent), neither the Agent nor the Security Trustee will be liable for any action taken by it or omitted to be taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Agent) may commence any proceedings against any officer, employee or agent of the Agent and no Party (other than the Security Trustee) may take any proceedings against any officer, employee or agent of the Security Trustee in respect of any claim such Party might have against the Agent or the Security Trustee or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent referred to in this sub-clause (b) may enjoy the benefit of or enforce the terms of this Clause 23 (Role of the Agent) in accordance with the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Security Trustee to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent.

23.9 Lenders’ indemnity to the Agent and the Security Trustee

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Trustee, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Agent and the Security Trustee in acting as Agent or (as the case may be) Security Trustee under the Finance Documents (unless

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the Agent or the Security Trustee (as applicable) has been reimbursed by an Obligor pursuant to a Finance Document).

23.10 Resignation of the Agent or the Security Trustee

(a) The Agent or the Security Trustee may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively the Agent or the Security Trustee may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent or (as the case may be) a successor Security Trustee.

(c) If the Majority Lenders have not appointed a successor Agent or (as the case may be) a successor Security Trustee in accordance with sub-clause (b) above within thirty (30) days after notice of resignation was given, the Agent or the Security Trustee may appoint a successor Agent or (as the case may be) a successor Security Trustee.

(d) The retiring Agent or Security Trustee shall, at its own cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Agent or Security Trustee under the Finance Documents.

(e) The Agent’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the receipt by the Agent of written confirmation from the successor (in form and substance satisfactory to the Agent) that the successor agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Agent is a party in its capacity as agent under the Finance Documents.

(f) The Security Trustee’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the receipt by the Agent of written confirmation from the successor (in form and substance satisfactory to the Agent), together with such other evidence as the Agent may require, that the successor agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Security Trustee is a party in its capacity as security trustee under the Finance Documents; and

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(iii) the receipt by the Agent of written confirmation from the Security Trustee and the successor (in form and substance satisfactory to the Agent) that all the Security expressed to be created by or pursuant to, or to be evidenced in, the Security Documents in favour of the Security Trustee and all the Security Trustee’s rights, benefits and obligations as security trustee under the Finance Documents have been transferred to the successor.

(g) Upon the relevant resignation notice taking effect, the retiring Agent or (as the case may be) Security Trustee shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23 (Role of the Agent, the Security Trustee) and Clause 24 (Security Trust Provisions). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Majority Lenders may, by notice to the Agent or (as the case may be) through the Agent to the Security Trustee, require it to resign in accordance with sub-clause (b) above. In this event, the Agent or (as the case may be) Security Trustee shall resign in accordance with sub-clause (b) above.

(i) The Parties agree, if requested to do so, to execute whatever documents may be reasonably required to effect such a change of Agent or Security Trustee. Such a request may be made, in the case of an appointment under paragraph (a), paragraph (c) or paragraph (d) above, by the retiring Agent or Security Trustee or, in the case of an appointment under paragraph (b) above, by the Majority Lenders.

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23.11 Confidentiality

(a) In acting as agent under the Finance Documents, the Agent and, in acting as security trustee under the Finance Documents, the Security Trustee shall be regarded as acting through its agency or other appropriate division which shall in each case be treated as a separate legal person from any other of its branches, divisions or departments.

(b) If information is received by another division or department of the Agent or (as the case may be) Security Trustee, it may be treated as confidential to that division or department and the Agent or (as the case may be) Security Trustee shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Security Trustee shall be obliged to disclose to any other person (i) any confidential information or (ii) any other information if such disclosure would or might, in its reasonable opinion, constitute a breach of any law or a breach of a fiduciary duty.

(d) Without limiting the generality of the foregoing, neither the Agent nor the Security Trustee shall be obliged to disclose to any Finance Party any information provided to it by the Borrower or any Affiliate of the Borrower on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required or desirable in relation to any Finance Document.

23.12 Relationship with the Lenders

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(a) Subject to Clause 27.2 (Distributions by the Agent), the Agent and the Security Trustee may each treat each Lender as (i) a Lender, (ii) entitled to or liable for any payments under this Agreement, (iii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document and (iv) acting through its Facility Office, unless it has received not less than five (5) Business Days prior notice from that Lender (through the Agent, in the case of the Security Trustee) to the contrary in accordance with the terms of this Agreement.

(b) Neither the Agent nor the Security Trustee shall have any obligation or liability to any Finance Party or any other person as a result of any failure by the Borrower, any Obligor or any other person to perform any of its obligations under the Finance Documents.

(c) Where any provision of any Finance Document provides that the Agent or (as the case may be) the Security Trustee may certify or determine an amount or rate payable by the other Finance Parties or any of them, a certificate by the Agent or (as the case may be) the Security Trustee as to such amount or rate shall be conclusive and binding on each such other Finance Party in the absence of manifest error.

23.13 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Security Trustee that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a) the financial condition, status and nature of the Borrower and each other Obligor;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the ownership, value or sufficiency of any of the Charged Assets, the adequacy or priority of any Security expressed to be created by or pursuant to, or to be evidenced in, any Security Document, the right or title of any person in or to any of the Charged Assets or the existence of any Security affecting the same;

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(e) the adequacy, accuracy and/or completeness of any information provided by the Agent, the Security Trustee, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document,

and that it has not relied upon any representation or statement made by the Agent or the Security Trustee as being an inducement to enter into any Finance Document.

23.14 Reference Banks

If a Reference Bank which is a Lender ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

23.15 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent or the Security Trustee under the Finance Documents, the Agent or (as the case may be) the Security Trustee may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent or (as the case may be) the Security Trustee would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

23.16 Change of Office

Either the Agent or the Security Trustee may at any time in its sole discretion by notice to each Finance Party, the Borrower and each other Obligor designate a different office from which its duties as agent or (as the case may be) security trustee under the Finance Documents will be performed from the date of notification

23.17 Notice Periods

To the extent this Agreement specifies a minimum period of notice to be given to the Agent or the Security Trustee, the Agent or the Security Trustee (as the case may be) may, in its discretion, accept a shorter period.

23.18 Transfer Certificate

Each Party (except for the relevant Existing Lender and the relevant New Lender which is seeking the relevant transfer in accordance with Clause 21 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.

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24 Security Trust Provisions

24.1 Definitions

In this Clause 24:

“Deductions” means:

(a) all sums payable to any Receiver and Delegate;

(b) all sums which the Security Trustee is required to pay to any person in priority to, or before making any distribution to, the Finance Parties; and

(c) insurance proceeds required to be applied in repairing, replacing, restoring or rebuilding any Charged Assets which have been damaged or destroyed.

“Proceeds” means all receipts or recoveries by the Security Trustee in relation to the Rights and all other moneys which are by the terms of any of the Finance Documents to be applied by the Security Trustee in accordance with Clause 24.5 (Application of Proceeds), after deducting (without double counting) the Deductions and including the proceeds (after deducting commissions and expenses) of any permitted currency conversion, but not including in any such case any amounts paid to the Security Trustee in accordance with Clause 26.4 (Reversal of redistribution).

“Rights” means:

(a) the Transaction Security;

(b) all contractual rights in favour of the Security Trustee (other than for its sole benefit) under or pursuant to any Finance Document; and

(c) all rights vested by law in the Security Trustee by virtue of its holding the Transaction Security.

“Trust Property” means the Rights and the Proceeds.

24.2 Trust for Finance Parties

(a) The Security Trustee and each other Finance Party agree that the Security Trustee shall hold the Trust Property on trust for the Finance Parties on the terms and conditions contained in the Finance Documents. Each Finance Party irrevocably authorises the Security Trustee to enter into each and any Security Document as trustee on behalf of such Finance Party and settle the Trust Property as described in such Security Document on trust on its behalf. The Borrower hereby declares and

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confirms, that it has, simultaneously with the execution of this Agreement, settled and kept apart a sum of Rs. 1,000 with the Security Trustee, being the initial corpus of the trust created herein and the Security Trustee hereby confirms receipt of and accepts the sum of Rs. 1,000 in the trust hereby declared together with all additions or accretions thereto including the investments representing the same, subject to the powers, provisions, agreements and declarations herein contained.

(b) It is agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust expressed to be created by paragraph (a) above, the relationship of the Finance Parties to the Security Trustee shall be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the Parties.

24.3 Directions and Default Procedure

(a) Each of the Agent and the Security Trustee shall as soon as reasonably practicable after becoming aware of the same notify the other of:

(i) any Default arising under Clause 19.1 (Non-payment) of which it has actual knowledge; and

(ii) any other Default of which it has received notice (other than from the other) in its capacity as agent or (as the case may be) as security trustee under the Finance Documents.

(b) None of the Agent or the Lenders shall have any independent power to enforce the Security Documents or the Transaction Security or to exercise any rights, powers, authorities or discretions or to grant any consents or releases under or pursuant to the Security Documents or otherwise have direct recourse to the Transaction Security except through the Security Trustee.

(c) Subject to:

(i) paragraph (d) of Clause 23.6 (Majority Lenders’ and Agent’s Instructions); and

(ii) compliance by the other Parties with paragraphs (f) and (g) of Clause 24.9 (Relationship with the Finance Parties),

the Security Trustee shall take such action (including the exercise of all rights, powers, authorities and discretions and the granting of consents or releases) or, as the case may be, refrain from taking such action under or pursuant to the Finance Documents as the Agent shall specifically direct the Security Trustee in writing (and so that only the Agent shall be entitled to give any such directions to the Security Trustee). The

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provisions of the preceding sentence of this paragraph (c) shall not apply where the terms of the Finance Documents entitle the Security Trustee to take, or refrain from taking, any action and in any such case the Security Trustee shall be entitled to take or, as the case may be, refrain from taking such action without reference to (and notwithstanding any contrary direction from) the Agent.

(d) Subject to paragraph (c) above and Clause 20 (Consequences of Events of Default), at any time after the Security Documents have become enforceable in accordance with their respective terms, the Security Trustee shall, acting on the written directions of the Agent, exercise all powers of enforcement of the Transaction Security in accordance with such directions but not otherwise.

(e) The Security Trustee shall not be required to take any action or exercise any of the rights, powers, authorities or discretions under or pursuant to the Finance Documents beyond those which the Agent shall specifically instruct the Security Trustee in writing to take or exercise and then only to the extent stated in the Agent’s specific instructions in writing.

(f) The Security Trustee shall at any time after the occurrence of a Default be entitled (but not obliged) to request instructions from the Agent as to whether it should endeavour to enforce any of the rights, powers, authorities or discretions under or pursuant to the Finance Documents and/or as to the manner in which it should endeavour to do so, and to request the Agent to convene on reasonable notice a meeting of the Finance Parties to discuss such matters. The Security Trustee shall have no obligation to ensure that the Agent convenes such a meeting or that any Finance Party attends such a meeting.

24.4 Payments to the Security Trustee

Notwithstanding any other provision of any Finance Document, at any time after any of the Transaction Security becomes enforceable, the Security Trustee may require the Agent to pay all sums received or recovered by it from any Obligor under any Finance Document to the Security Trustee or as it may direct for application in accordance with the terms of the Finance Documents.

24.5 Application of Proceeds

(a) All Proceeds attributable to any Obligor shall, to the extent permitted by all applicable laws, be applied by the Security Trustee in the following order of priority:

(i) first, in or towards payment of any amount then due and payable by that Obligor to the Security Trustee under the Finance Documents;

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(ii) secondly, if that Obligor is the Borrower, in or towards satisfying its obligations (if any) to the Lenders under or in relation to Clause 23.9 (Lenders’ Indemnity to the Agent and the Security Trustee), insofar as such obligations arise as a result of a payment made by the Lenders or any of them to the Security Trustee under Clause 23.9 (Lenders’ Indemnity to the Agent and the Security Trustee), pro rata to the amounts owed to each of them under Clause 23.9 (Lenders’ Indemnity to the Agent and the Security Trustee);

(iii) thirdly, in payment to the Agent, on behalf of the Finance Parties, for application in discharging all the amounts then due and payable by that Obligor under the Finance Documents or, if such payment is insufficient to discharge all such amounts, for application towards the obligations of that Obligor under the Finance Documents in the order set out in Clause 27.5 (Partial Payments);

(iv) fourthly, if such Obligor is under no further actual or contingent liability under the Finance Documents, in payment to any person whom the Security Trustee is obliged to pay in priority to such Obligor, to the extent it is so obliged; and

(v) fifthly, in payment to such Obligor.

(b) Before making any application under paragraph (a) above the Security Trustee may:

(i) convert any Proceeds attributable to any Obligor from their existing currency of denomination into the currency or currencies (if different) of sums then outstanding from that Obligor under the Finance Documents (any such conversion from one currency to another to be made at the spot rate for the purchase of that other currency with the first-mentioned currency reasonably determined by the Security Trustee);

(ii) place any such Proceeds to the credit of a proceeds or a suspense or any other account or accounts (howsoever named) and hold the same (whether or not set aside by way of reserve in accordance with paragraph (b)(iii) below) in such account or accounts for any period;

(iii) set aside in any such account, by way of reserve, amounts required to meet:

(A) any amount which may become due and payable by that Obligor to the Security Trustee under the Finance Documents;

(B) all such Deductions insofar as they relate to that Obligor, the Rights relating to that Obligor and the obligations of that Obligor under the Finance Documents which will or may become payable and which will or

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may not be discharged out of future receipts or recoveries pursuant to, or upon enforcement of, any of the Rights relating to that Obligor; and

(C) any other liability which may arise.

(c) An application of any Proceeds by the Security Trustee in accordance with paragraph (a) above does not prevent any subsequent exercise of its powers under paragraph (b) above.

(d) The fact that the Security Trustee may apply any Proceeds in accordance with paragraph (a)(ii) or paragraph (a)(iii) above, or determine that any Obligor is under no further actual or contingent liability under the Finance Documents and apply any Proceeds in accordance with paragraph (a)(iv) or paragraph (a)(v) above, will not prevent the Security Trustee from applying any further Proceeds in the order set out in paragraph (a) above.

(e) The Security Trustee shall be entitled to make the deductions or withholdings (on account of Tax or otherwise) from payments under this Agreement which it is required by any applicable law or regulations to make, and to pay all Taxes which may be assessed against it and/or all expenses which may be incurred by it in respect of any of the Trust Property, in respect of anything done by it in its capacity as security trustee under the Finance Documents or otherwise by virtue of such capacity. The Borrower agrees that its obligations under the Finance Documents shall only be discharged by virtue of receipt or recovery by the Security Trustee of Proceeds, or of applications made by the Security Trustee under this Agreement, to the extent that the ultimate recipient actually receives moneys (whether directly or through the Agent or otherwise) from the Security Trustee under this Agreement which are to be applied in or towards the discharge of those obligations.

(f) If the Borrower receives any sum from any person which, pursuant to the Finance Documents, should have been paid to the Security Trustee, such sum shall be held on trust for the Finance Parties and forthwith be paid over to the Security Trustee for application in accordance with this Clause 24.5.

(g) The Security Trustee shall be entitled to pay any Deductions to the person or persons entitled to them.

(h) The Security Trustee shall have no duty or responsibility, either initially or on a continuing basis, to investigate the application by any other person of any sums distributed pursuant to this Clause 24.5.

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(i) Any application or distribution which subsequently proves, or is agreed by the Security Trustee, to have been invalid or which must be repaid or refunded shall be repaid or refunded and will be deemed as never having been made.

24.6 Transaction Security

The Security Trustee:

(a) may accept, without enquiry, requisition or objection, such right and title as each of the Obligors may have to any of the Charged Assets;

(b) shall not be bound or concerned to investigate or make any enquiry into the right or title of such Obligor, shall not be liable for any lack of or defect in such right or title (whether or not apparent and/or capable of remedy) and, without prejudice to the foregoing, shall not be obliged to require such Obligor to remedy any defect in its right or title as aforesaid;

(c) shall not be liable for any failure or omission to:

(i) give notice to any third party, obtain or effect any Authorisation or other authority for the execution, delivery, validity, legality, adequacy, performance, enforceability or admissibility in evidence of any of the Finance Documents;

(ii) register, notify or otherwise perfect or protect any Transaction Security (including by registering the same under any applicable laws in any country or territory);

(iii) to take, or to require any of the Obligors to take, any steps to render the Transaction Security effective or to secure the creation of any ancillary charge under the laws of any jurisdiction; or

(iv) require any further assurances relating to any Security Document,

or for any delay in doing so;

(d) shall not be obliged to require the deposit with it, or hold in its own possession, any Finance Documents or any title or other documents relating to any Charged Assets, or to take any steps to protect or preserve such documents, and the Security Trustee;

(e) may permit (i) any bank (including the Security Trustee) providing safe custody services or any professional adviser to the Security Trustee and/or (ii) the relevant Obligor (or its lawyers, auditors or other representatives) to retain any of those documents in its possession or obtain access thereto when necessary or convenient, in each case without incurring any liability or responsibility for any loss incurred in connection with such placement, access or possession.

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24.7 No Duty to Collect Payments

The Security Trustee shall not have any duty:

(a) to ensure that any payment or other financial benefit in respect of any of the Charged Assets is duly and punctually paid, received or collected; or

(b) to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of the Charged Assets.

24.8 Investments and Insurance

(a) Unless provided otherwise in any Finance Document, all moneys which are received by the Security Trustee and held by it as trustee in relation to any of the Finance Documents may, in the name of or under the control of the Security Trustee (or any nominee of it):

(i) or under the control of the Security Trustee be invested in any investment for the time being authorised by English law for the investment of trust money by trustees or in any other investments which may be selected by it (with the consent of the Agent); or

(ii) if not otherwise invested, be placed on deposit at any bank or institution (including the Security Trustee) and upon any terms and in any currency.

The Security Trustee may at any time change or transfer any such investments to or into other such investments or convert any moneys so deposited into any other currency and shall not be responsible for any loss or any depreciation in the value of any such investment or deposit unless directly caused by its gross negligence or wilful misconduct.

(b) Without prejudice to the provisions of any Finance Document, the Security Trustee shall not be under any obligation to insure any property or to require any other person to maintain any such insurance and shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance. Where the Security Trustee is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless any Finance Party shall have requested it to do so in writing through the Agent and the Security Trustee shall have failed to do so within [fourteen (14)] days thereafter.

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24.9 Relationship with the Finance Parties

(a) The Security Trustee shall be entitled to, and shall, carry out all dealings with the other Finance Parties through the Agent.

(b) The Security Trustee shall be entitled to rely on the Agent’s certificate as to all amounts which are owing, actually or contingently, at any time by any Obligor to all or any of the Finance Parties (other than the Security Trustee in its capacity as such) under the Finance Documents, whether or not due.

(c) The Security Trustee shall be at liberty to accept as sufficient evidence a certificate signed or purported to be signed on behalf of the Agent to the effect that any particular dealing, transaction, step or thing is, in the opinion of the Agent, suitable or expedient or as to any other fact or matter upon which the Security Trustee may require to be satisfied and the Security Trustee shall in no way be bound to call for further evidence or be responsible for any loss that may be occasioned by acting on any such certificate.

(d) The Security Trustee may assume that any instructions, authorities or certificates received by it from the Agent under or pursuant to the Finance Documents are:

(i) given in accordance with the provisions of the Finance Documents;

(ii) given, where appropriate, with any prior approval or consent required under the Finance Documents; and

(iii) given, where appropriate, in accordance with directions of persons or the provisions of agreements by which the Agent is bound,

and the Security Trustee shall not be liable to any other person for any action taken or omitted under or in connection with the Finance Documents in accordance with any such instructions, authorities or certificates unless directly caused by its gross negligence or wilful misconduct. Without prejudice to the generality of the foregoing, it is expressly agreed that the Security Trustee shall be entitled to assume that, and shall have no duty or responsibility to investigate whether, the Agent has obtained any prior approval or consent (whether from any Lender or the Majority Lenders or any other person or group of persons) which the Agent is required to obtain before giving any such instruction, authority or certificate to the Security Trustee.

(e) The Security Trustee shall be entitled (and bound) to assume that the identity of the Agent has not changed from the person named as such in this Agreement or, as the case may be, last notified to the Security Trustee under this paragraph (e) unless and until it is notified otherwise by the retiring Agent and its successor in writing together with the date from which the change becomes effective. The Security Trustee shall be

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entitled to rely upon and assume that any such notification is authentic and shall not be liable for any loss occasioned by so assuming or relying.

(f) The Agent shall promptly notify the Security Trustee of the contents of any communication on any matter concerning the Transaction Security between it and any Obligor or which it receives pursuant to Clause 29.3 (Delivery).

(g) Each other Finance Party shall furnish to the Security Trustee such information as the Security Trustee may reasonably require to enable it to perform its functions as security trustee under the Finance Documents.

24.10 Compliance with Law

Notwithstanding anything else contained in the Finance Documents, the Security Trustee may refrain from doing anything which would or might in its opinion be contrary to any relevant law of any jurisdiction or any relevant directive or regulation of any agency of any state or which would or might otherwise render it liable to any person, and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

24.11 Indemnity

(a) The Borrower irrevocably and unconditionally agrees to indemnify the Security Trustee and every Receiver and Delegate appointed under any of the Finance Documents immediately on demand against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by the Security Trustee or any such Receiver or Delegate in relation to or arising out of (i) the taking, holding, protection or enforcement of any of the Transaction Security, (ii) the exercise or purported exercise of any of the rights, powers, authorities, discretions, remedies and trusts vested in the Security Trustee or any such Receiver or Delegate, (iii) any default by the Borrower in the default of any of the obligations expressed to be assumed by it in the Finance Documents or (iv) any other matter or thing done or omitted to be done in connection with any of the Finance Documents or pursuant to any law or regulation (other than any of the same incurred or arising as a result of its or any such appointee’s gross negligence or wilful misconduct).

(b) The Security Trustee may, whether or not it has made a demand under paragraph (a) above, indemnify itself and every such Receiver and Delegate out of the Trust Property against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses referred to in paragraph (a) above (other than any incurred or arising as a result of its or any such appointee’s gross negligence or wilful misconduct), and may pay and retain all sums necessary to give effect to the indemnity in this Clause 24.11 and shall have a lien on the relevant Trust Property and the proceeds of the

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enforcement of the relevant Trust Property for all monies payable to it and such Receiver or Delegate.

24.12 Delegation

(a) The Security Trustee may, with the prior written consent of the Agent at any time delegate by power of attorney or otherwise to any person or persons, or fluctuating body of persons, all or any of the rights, powers, authorities and discretions vested in it by any of the Finance Documents. Any such delegation may be made upon such terms (including the power to sub-delegate) and subject to such conditions and regulations as it may think fit and the Agent may approve.

(b) The Security Trustee shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate or sub-delegate, unless the Security Trustee has failed to exercise reasonable care in selecting the delegate concerned.

24.13 Appointment of Additional Security Trustees

(a) The Security Trustee may at any time appoint any person (whether or not a trust corporation) to act either as a separate security trustee or as a co-security trustee jointly with it:

(i) if it considers such appointment to be in the interests of the Finance Parties;

(ii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or

(iii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of the Finance Documents,

and the Security Trustee shall give prior notice to the Borrower and the Agent of any such appointment.

(b) Any such appointment shall only take effect upon the receipt by the Agent of written confirmation from the appointee (in form and substance satisfactory to the Agent) that the appointee agrees to be bound by the provisions of the Finance Documents and all other related agreements to which the Security Trustee is a party in its capacity as security trustee under the Finance Documents.

(c) Any person so appointed shall have such rights, powers, authorities and discretions and such duties and obligations as shall be conferred or imposed on such person by the

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instrument of appointment and shall, subject to any limitation contained in such instrument of appointment, have the same benefits under this Agreement (other than Clause 10.3 (Security Trustee Fee) and this Clause 24.13) as the Security Trustee.

(d) The Security Trustee shall have power in like manner to remove any person so appointed.

(e) Such remuneration as the Security Trustee may pay to any person so appointed, and any costs, charges and expenses incurred by such person in performing its functions pursuant to such appointment, shall be treated as costs, charges and expenses incurred by the Security Trustee in performing its functions as security trustee under the Finance Documents.

(f) The Security Trustee shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such security trustee, unless the Security Trustee has failed to exercise reasonable care in selecting the security trustee concerned.

24.14 Amendments by Security Trustee

(a) Unless any Finance Document expressly provides otherwise, the Security Trustee may, if authorised by the Agent, amend or vary the terms of, waive breaches of or defaults under or otherwise excuse performance of any provision of, or grant consents under, any of the Security Documents, any such amendment, variation, waiver or consent so authorised to be binding on all Parties and the Security Trustee to be under no liability whatsoever in respect thereof.

(b) Subject to paragraph (c) below, the Agent may, with the prior approval of the Majority Lenders, authorise the Security Trustee to take any action contemplated by paragraph (a) above.

(c) The Agent may not authorise the Security Trustee to effect:

(i) any amendment of any Security Document which would affect the nature or the scope of any of the Charged Assets or any of the Trust Property or the manner in which any Proceeds are to be distributed by the Security Trustee;

(ii) the release of any of the Transaction Security or of any of the Charged Assets from the Transaction Security; or

(iii) any change in this Clause 24.14,

without the prior consent of all the Lenders.

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(d) Paragraphs (a) to (c) above do not apply to any release permitted by Clause 24.15 (Releases) or Clause 24.19 (Winding-up of Trust) or any amendment of any Security Document to the extent necessary to effect such release.

24.15 Releases

The Security Trustee may:

(a) release Charged Assets from the Transaction Security where such Charged Assets are disposed of pursuant to a disposal which is a Permitted Disposal or otherwise permitted by the terms of the Finance Documents (including where the disposal is being effected by enforcement of a Security Document); and

(b) execute any documents (including formal releases and certificates of non-crystallisation of floating charges) and do any things necessary in order to effect any release permitted by this Clause 24.15 or Clause 24.19 (Winding-up of Trust).

24.16 Waiver

The Borrower hereby waives, to the extent permitted under applicable law, all rights it may otherwise have to require that the Transaction Security be enforced in any particular order or manner or that any sum received or recovered from any person, or by virtue of the enforcement of any of the Transaction Security or any other encumbrance of any nature over any assets, which is capable of being applied in or towards discharge of any of the obligations of the Borrower under the Finance Documents, is so applied, whether on receipt or recovery or at any time thereafter.

24.17 Powers Conferred by General Law

The rights, powers, authorities, discretions and trusts conferred upon the Security Trustee by this Agreement and the other Finance Documents shall be in addition to any which may from time to time be vested in the Security Trustee by the general law or otherwise.

24.18 Perpetuity Period

The perpetuity period under the rule against perpetuities, if applicable to this Agreement, shall be the period of one hundred and twenty-five (125) years less one (1) day from the date of this Agreement.

24.19 Winding-up of Trust

If the Agent, with the approval of the Majority Lenders, shall determine that all the obligations of the Obligors under the Finance Documents have been fully and finally discharged and that none of the Finance Parties is under any commitment, obligation or liability (whether actual

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or contingent) to make Loans or provide other financial accommodation under or pursuant to any Finance Document to the Borrower, the Agent shall notify the Security Trustee of such determination and approval. Upon such notification the trusts set out above shall automatically be wound up and the Security Trustee shall release, without recourse or warranty, all of the Transaction Security then held by it.

25 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

26 SHARING AMONG THE FINANCE PARTIES

26.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 27 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 27 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 27.5 (Partial payments).

26.2 Redistribution of payments

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The Agent shall treat the Sharing Payment as if it had been paid by the Borrower/ other Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 27.5 (Partial payments).

26.3 Recovering Finance Party’s rights

(a) On a distribution by the Agent under Clause 26.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under sub-clause (a) above, the Borrower/ other Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

26.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 26.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower/ other Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

26.5 Exceptions

(a) This Clause 26 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower/ other Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

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(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

27 PAYMENT MECHANICS

27.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

27.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 27.3 (Distributions to the Obligors) and Clause 27.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

27.3 Distributions to the Obligors

The Agent and the Security Trustee may each (with the consent of the Borrower/other Obligor or in accordance with Clause 28 (Set-off)) apply any amount received by it for the Borrower/ other Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower/ other Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

27.4 Clawback

(a) Where a sum is to be paid to the Agent or the Security Trustee under the Finance Documents for another Party, the Agent or (as the case may be) the Security Trustee is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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(b) If the Agent or the Security Trustee pays an amount to another Party and it proves to be the case that the Agent or (as the case may be) the Security Trustee had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent or (as the case may be) the Security Trustee shall on demand refund the same to the Agent or (as the case may be) the Security Trustee together with interest on that amount from the date of payment to the date of receipt by the Agent or (as the case may be) the Security Trustee, calculated by the Agent to reflect its cost of funds.

27.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Security Trustee under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in subclauses (a)(ii) to (iv) above.

(c) Sub-clauses (a) and (b) above will override any appropriation made by the Borrower.

27.6 No set-off by Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

27.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

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(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

27.8 Currency of account

(a) Subject to sub-clauses (b) to (e) below, US Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than US Dollars shall be paid in that other currency.

(d) A repayment of an Unpaid Sum or a part of an Unpaid Sum shall be made in the currency in which that Unpaid Sum is denominated on its due date.

(e) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

27.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent; and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the London interbank Market and otherwise to reflect the change in currency.

27.10 Disruption to Payment Systems etc.

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If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 33 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (but excluding any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 27.10; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

28 SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

29 NOTICES

29.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or telex.

29.2 Addresses

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The address, fax number and telex number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its respective names below;

(b) the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent and the Security Trustee, that identified with its name below,

or any substitute address, fax number, telex number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days’ notice.

29.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; or

(iii) if by way of telex, when despatched, but only if, at the time of transmission, the correct answerback appears at the start and at the end of the sender’s copy of the notice,

and, if a particular department or officer is specified as part of its address details provided under Clause 29.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to the Borrower shall be sent through the Agent.

29.4 Notification of address, fax number and telex number

Promptly upon receipt of notification of an address, fax number and telex number or change of address, fax number or telex number pursuant to Clause 29.2 (Addresses) or changing its own address, fax number or telex number, the Agent shall notify the other Parties.

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29.5 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

30 CALCULATIONS AND CERTIFICATES

30.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

30.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

30.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

31 PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

32 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any

79

other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

33 AMENDMENTS AND WAIVERS

33.1 Required consents

(a) Subject to Clause 24.14 (Amendments by Security Trustee) and Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders, the Borrower and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 33.1 (Required consents).

33.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) an increase in or an extension of any Commitment;

(v) a change to the Borrower;

(vi) the nature or scope of the Charged Assets or the manner in which the proceeds of enforcement of the Security created under, or (as the case may be) evidenced in, any Security Document are distributed;

(vii) a release of any Security Document other than in accordance with this Agreement or any other Finance Document (or where a sale or disposal of the relevant Charged Asset(s) is expressly permitted under this Agreement or any other Finance Document);

(viii) a change in the currency of the Facility;

(ix) any provision which expressly requires the consent of all the Lenders; or

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(x) Clause 2.2 (Finance Parties’ rights and obligations), Clause 21 (Changes to the Lenders), Clause 26 (Sharing among Finance Parties) or this Clause 33 (Amendments and waivers),

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the consent of the Agent.

34 COUNTERPARTS

(a) Each Finance Document and any Transfer Certificate:

(i) may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document or (as the case may be) Transfer Certificate; and

(ii) in the case of a Finance Document, the executed signature pages of each party to the Finance Document may be collated into and attached to any number of single copies of the Finance Document, pursuant to paragraph (b) below, as if each of them had been executed by all relevant parties in a single copy, and this has the same effect as if each such Finance Document had been executed in the relevant number of single copies.

(b) If the parties to a Finance Document choose to execute the same in accordance with paragraph (a)(ii) above, they will transmit the signed signature page(s) to Xxxxx & XxXxxxxx.Xxxx & Xxxx in its capacity as counsel for the Lenders (or such other person authorised by the relevant parties) (the “Recipient”) and the Recipient shall be and shall be deemed to be authorised by each such party, upon receipt of the executed signature pages of each party to the Finance Document, to collate and attach them into single copies of the Finance Document (with one executed signature page of each party being collated into and attached to one such single copy). For the avoidance of doubt, the Recipient shall have no further duties connected with its position as Recipient.

35 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

36 ENFORCEMENT

36.1 Jurisdiction

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(a) The courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including any dispute relating to any non-contractual obligation arising out of or in connection with this Agreement and any dispute regarding the existence, validity or termination of any Finance Document) (a “Dispute”).

(b) The Parties agree that the courts of England are the appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 36.1 (Jurisdiction) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions and the Borrower hereby consents to each such jurisdiction and agrees not to challenge any such proceeding on the ground of forum non conveniens and/or res judicata.

36.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

(a) irrevocably appoints the Guarantor located at 0^xx Xxxxx, Xxxxxxxx Xxxxx, 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX as at the date of this Agreement as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1

Original Lenders

Name of Original Lender		Address for Notices		Commitment (US$)
XXXXXX TRADING LIMITED		Attn:			500,000,000
Total:					500,000,000

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Schedule 2

Form of Selection Notice

Selection Notice

To:		Axis Bank Limited, Hong Kong Branch as Agent
From:		Vedanta Aluminium Limited as Borrower

Date:

Dear Sirs,

Vedanta Aluminium Limited US$500,000,000 Facility Agreement dated [—] (the “Agreement”)

1. We refer to the Facility Agreement. This is a Selection Notice. Terms defined in the Facility Agreement shall have the same meaning in this Selection Notice.

2. We refer to the Loan with an Interest Period ending on [                    ]*:

[                    ]*

3. We request that the next Interest Period for the above Loan is [                    ].

This Selection Notice is irrevocable.

Yours faithfully,

authorised signatory for

Vedanta Aluminium Limited

* Insert details of all Loans which have an Interest Period ending on the same date.

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Schedule 3

Form of Transfer Certificates

To:		Axis Bank Limited, Hong Kong Branch (as Agent)
From:		Xxxxxx Trading Limited (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated:

Vedanta Aluminium Limited US$500,000,000 Facility Agreement dated [—] (the “Agreement”)

1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 In this Transfer Certificate:

Transfer Effective Date means the date on which the Existing Lender’s Commitment and/or participation in the Loans, rights and obligations referred to in the Schedule are transferred to the New Lender.

3 We refer to Clause 21.5 (Procedure for transfer) of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender, FROM THE Transfer Effective Date, transferring to the New Lender by novation all or part of the Existing Lender’s Commitment and/or all or part of the Existing Lender’s participation(s) in any Loan(s), rights and obligations referred to in the Schedule in accordance with Clause 21.5 (Procedure for transfer).

(b) The proposed Transfer Date is the Transfer Effective Date.

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule hereto.

4 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in sub-clause (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders).

5 The New Lender confirms that it is a “New Lender” within the meaning of Clause 21.1 (Assignments and Transfers the Lenders).

6 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

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7 This Transfer Certificate is governed by English law.

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THE SCHEDULE (to each Transfer Certificate)

Transfer Details:

Participation Transferred

Commitment Transferred

Drawn Amount:		{ — }
Undrawn Amount:		{ — }

Administration Details of New Lender:

New Lender’s Receiving Account:		{ — }
Address of Lending Office:		{ — }

Telephone:		{ — }
Facsimile:		{ — }
Attn/Ref:		{ — }

For and on behalf of				For and on behalf of
{ — insert name of Existing Lender}				{ — insert name of New Lender}

(Sign)						(Sign)
Name:		{ — }				Name:		{ — }
Title:		{ — }				Title:		{ — }

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as { — }.

For and on behalf of

[***insert Agent’s name***]

87

(Sign)
Name:		{ — }
Title:		{ — }

88

Schedule 4

Form of Compliance Certificate

To:		Axis Bank Limited, Hong Kong Branch (as Agent)
From:		Vedanta Aluminium Limited
Dated:		[insert date]

Dear Sirs

Vedanta Aluminium Limited US$500,000,000 Facility Agreement dated [—] (the “Agreement”)

1 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that: [Insert details of covenants to be certified]

3 We confirm that no Default has occurred and/ or is continuing.

for and on behalf of

Vedanta Aluminium Limited

Signed:

Managing Director

or

Signed:
		Director				Director

[insert applicable certification language]

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for and on behalf of

[name of auditors of the Borrower]

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Schedule 5

Repayment Schedule

Repayment date		Amount (US$)
21 April 2015			200,000,000
21 April 2016			200,000,000
21 April 2017			100,000,000
Total:			500,000,000

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Schedule 6

Conditions Subsequent

Conditions subsequent to be delivered by the date falling ninety (90) days after the RBI Approval Date:

1 Security Documents

1.1 A certified true copy of a resolution of the board of directors of the Borrower:

(a) approving the terms of the Deed of Hypothecation and resolving that it execute the Deed of Hypothecation;

(b) authorising a specified person or persons to execute the Deed of Hypothecation on its behalf and to affix and/or witness the affixation of the Borrower’s seal thereto (as may be required under the constitutional documents of the Borrower);

(c) authorising such specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Deed of Hypothecation and to file the particulars of the charges created in favour of the Security Trustee with the appropriate Registrar of Companies.

1.2 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.1 above.

1.3 The Deed of Hypothecation executed by the Borrower in favour of the Security Trustee.

1.4 Such other documents as the Agent considers to be necessary or desirable in connection with the creation, validity, perfection or priority of the Security intended to be created by the Deed of Hypothecation including, without limitation, a certified true copy of the duly completed e-Form 8 along with challans/receipts evidencing the filing with the relevant Registrar of Companies, accurately recording the particulars of the Security created by the Borrower under the Deed of Hypothecation.

1.5 A certified true copy of the consent from the assessing officer under the provisions of Section 281 of the Income Tax Act, 1961 of India granting permission for the creation of the Security proposed to be created by the Deed of Hypothecation.

1.6 Evidence that all stamp, registration or similar taxes as set out in Clause 16.6 (No filing or stamp taxes) has been paid in respect of all Security Documents on or prior to the date of their execution.

1.7 A copy of any other Authorisation, filing or other document, opinion or assurance which the Security Trustee considers to be necessary in order to confirm that all other acts (if any) required

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to be done in order to create and perfect the Security held by the Security Trustee for the benefit of the Finance Parties has been done.

2 Legal opinion

A legal opinion in relation to Indian law from Trilegal addressed to the Agent, substantially in the form distributed to the Agent prior to signing this Agreement.

3 Other documents and evidence

3.1 A certified true copy of the constitutional documents of each of the Obligors or confirmation that there has been no change to the constitutional documents of such Obligor to those delivered to the Agent since the date of delivery, in the event the security is being created after the first Utilisation Date.

3.2 Such other documents relating to any of the matters contemplated herein as the Agent may reasonably require.

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SIGNATURES

As Borrower

Executed by VEDANTA ALUMINIUM LIMITED, the within named Borrower, by the hand of                     , its duly authorised signatory, pursuant to the Resolution of its Board of Directors passed in that behalf on the      day of             , 20    .		)
		)
		)
		)
		)
		)
		)
		)
		)
		)
		)
		)
		)
		)
		)

Address:		SIPCOT Industrial Complex, Madurai Bypass Road
		T.V. Puram P.O., Tuticorin 2013 628 002,
		Tamil Nadu
Attention:
Telephone:
Fax:
Telex:

94

As Agent

EXECUTED by				)
AXIS BANK LIMITED, HONG KONG BRANCH				)
				)
				)
acting by:				)
				)
				)		(Sign)
Name:				)
Title:				)
				)

Address:		Unit 805 – 000, Xxxxxxxxx Xxxxx
		00 Xxxxxx Xxxx
		Xxxxxxx, Xxxx Xxxx
Attention:		Xx. Xxxxxx Xxxxxxxx / Xx. Xxxxxxxx Xxxxxxxx
Telephone:		(000) 0000 0000
Fax:		(000) 0000 0000
Telex:		xxxxxx.xxxxxxxx@xxxxxxxx.xxx / xxxxxxxx.xxxxxxxx@xxxxxxxx.xxx

95

As Security Trustee

EXECUTED by				)
AXIS BANK LIMITED, HONG KONG BRANCH				)
acting by:				)
				)
				)
Name:				)
Title:				)		(Sign)
				)
				)
				)

Address:		Unit 805 – 000, Xxxxxxxxx Xxxxx
		00 Xxxxxx Xxxx
		Xxxxxxx, Xxxx Xxxx
Attention:		Xx. Xxxxxx Xxxxxxxx / Xx. Xxxxxxxx Xxxxxxxx
Telephone:		(000) 0000 0000
Fax:		(000) 0000 0000
Telex:		xxxxxx.xxxxxxxx@xxxxxxxx.xxx / xxxxxxxx.xxxxxxxx@xxxxxxxx.xxx

96

As Original Lender

EXECUTED by				)
XXXXXX TRADING LIMITED				)
				)
				)
acting by:				)
				)
				)		(Sign)
Name:				)
Title:				)
				)

Address:		00 Xxxxxxxxx Xxxxxx
		000 Xxxxxxxxx Xxxxx, 0xx Xxxxx, X.X. 0000
		Xxxxxxxx, Xxxxxx
Attention:
Telephone:
Fax:
Telex:

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EXECUTION PAGE

THE BORROWER
EXCUTED BY		)
VEDANTA ALUMINUM LIMITED		)

/s/ V XXXXXXXXXX

Authorised Signatory pursuant to the board

resolution dated 25 March 2011

Name: V Xxxxxxxxxx

/s/ Xxxxxx Xxxx

Authorised Signatory pursuant to the board

resolution date 25 March 2011

Name: Xxxxxx Xxxx

THE ORIGINAL LENDER
EXECUTED BY		)
XXXXXX TRADING LIMITED		)

/s/ Alexis Tsielepis

Authorised Signatory/DIRECTOR

Name: Alexis Tsielepis

/s/ Xxxxxx Xxxx

Authorised Signatory

Name: Xxxxxx Xxxx

9

THE AGENT
Signed for and on behalf of		)		/s/ Xxxxxxx Xxxxx Panda
AXIS BANK LIMITED, HONG KONG BRANCH		)
by		)
Xxxxxxx Xxxxx Panda
Chief Executive
Axis Bank, Hong Kong Branch.
Xxxxxx Xxxxxxxx				/s/ Xxxxxx Xxxxxxxx
Head – Credit & Investments
Axis Bank, Hong Kong Branch
THE SECURITY TRUSTEE
Signed for and on behalf of		)
AXIS BANK LIMITED, HONG KONG BRANCH		)
by		)
Xxxxxxx Xxxxx Panda				/s/ Xxxxxxx Xxxxx Panda
Chief Executive
Axis Bank, Hong Kong Branch.
Xxxxxx Xxxxxxxx				/s/ Xxxxxx Xxxxxxxx
Head – Credit & Investments
Axis Bank, Hong Kong Branch

10