EXECUTION COPY

0109677-0000013 SN:14546805.10 1

From: Credit Suisse AG, Singapore Branch

And from: Standard Chartered Bank

To: Volcan Investments Limited (the Company)

31 July 2018

Dear Sirs,

US$1,100,000,000 term loans

We, Credit Suisse AG, Singapore Branch and Standard Chartered Bank (the Mandated Lead Arrangers)

are pleased to set out in this letter the terms and conditions on which we are willing to arrange, manage the

primary syndication of and underwrite the Facilities (as more fully described below) for the proposed

acquisition by the Company of all of the registered share capital of Vedanta Resources plc (the Target) that

is not already owned by the Company (the Acquisition).

We understand that the Acquisition will be debt financed with the proceeds of secured credit facilities to be

provided to Volcan Investments Cyprus Ltd, a wholly-owned and controlled subsidiary of the Company (the

Borrower) in an aggregate amount of USD1,100,000,000, comprising:

(a) a term loan facility in an amount of USD200,000,000 (Facility A);

(b) a term loan facility in an amount of USD400,000,000 (Facility B);

(c) a term loan facility in an amount of USD500,000,000 (Facility C);

(each a Facility, and together, the Facilities).

1. Interpretation

(a) We refer you to the facilities agreement dated on or about the date of this letter between, among

others, the Borrower, the Company as guarantor, the financial institutions listed in schedule 1 therein

as Original Lenders and Citicorp International Limited as Agent (the Facilities Agreement). Terms

used in this letter but not otherwise specifically defined have the meaning given to them in the

Facilities Agreement.

(b) In this letter:

close of Syndication means the time the Bookrunners close Syndication in accordance with

paragraphs 9(b).

Facility Documents means the Facilities Agreement and related documentation in form and

substance satisfactory to the Mandated Lead Arrangers and Bookrunners.

Fee Letter means any fee letter between any of the Mandated Lead Arrangers, the Bookrunners

and/or the Agent and the Company dated on or about the date of this letter.

Free to Trade Time means the time the Bookrunners notify the Syndication Lenders of their final

allocations in the Facilities.

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Information Memorandum has the meaning given to that term in paragraph 9(d).

INR means the lawful currency of the Republic of India.

Majority Bookrunners means a Bookrunner or Bookrunners whose Commitments aggregate more

than 50% of the Total Commitments.

Mumbai Business Day means a day (other than a Saturday or Sunday) on which banks are open for

general business in Mumbai.

Successful Syndication means each Mandated Lead Arranger reducing its participations in the

Facilities to amounts not exceeding their respective minimum hold amounts as specified to the

Company.

Syndication Period means the period from the date of this letter to the earlier of (i) the date on

which Successful Syndication occurs and (ii) 120 days following the date of the Facilities

Agreement.

Syndication means the primary syndication of the Facilities.

Syndication Lenders means the parties participating as Lenders in Syndication.

2. Appointment

(a) By countersigning this letter and accepting the offer set out in, and subject to the terms of, this letter,

the Company appoints the Mandated Lead Arrangers as exclusive arrangers, bookrunners (the

Bookrunners) and underwriters of the Facilities.

(b) Until this mandate terminates in accordance with paragraph 16 (Termination):

(i) except for the appointment of Citicorp International Limited as the facility agent and the

security agent, no other person shall be appointed as mandated lead arranger, underwriter,

bookrunner, security agent, or facility agent;

(ii) no other titles shall be awarded; and

(iii) except as provided in the Facility Documents, no other compensation shall be paid to any

person,

in connection with the Facilities without the prior written consent of each of the Mandated Lead

Arrangers.

3. Conditions

This offer to arrange, manage the Syndication of and underwrite the Facilities is made on the terms

of this letter and is subject to compliance by the Company with all the terms of this letter and the

satisfaction of each of the conditions that are stipulated in Part 1 and Part 2 of Schedule 2

(Conditions Documents) to the Facilities Agreement.

4. Underwriting Proportions

(a) The underwriting proportions of each of the Mandated Lead Arrangers in respect of the Facilities are

as follows:

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SCB CS

Underwriting

Proportion

(%)

Amount

(USD)

Underwriting

Proportion

(%)

Amount

(USD)

Facility A 100 200,000,000 - -

Facility B 100 400,000,000 - -

Facility C - - 100 500,000,000

Total 600,000,000 500,000,000

(b) The obligations of the Mandated Lead Arrangers and the Bookrunners under this letter are several.

No Mandated Lead Arranger is responsible for the obligations of the other Mandated Lead Arranger.

No Bookrunner is responsible for the obligations of the other Bookrunner.

5. Clear market

(a) Except with the prior written consent of each of the Mandated Lead Arrangers and Bookrunners,

during the period from the date of this letter to the earlier of (a) three months from the date of the

Information Memorandum and (b) the date following close of Syndication on which all the

Syndication Lenders become party to the Facility Documents, the Company shall not, and shall

ensure that no other member of the Group shall, announce, enter into discussions to raise, raise or

attempt to raise any other finance in the international syndicated loan, debt, bank market, including,

but not limited to, any bilateral or syndicated facility, bond or note issuance or private placement.

(b) Paragraph (a) above does not apply to:

(i) the Facilities;

(ii) any credit facilities (whether in the form of loans, bonds or notes) denominated in INR and

issued or raised by Vedanta Limited or any of its Subsidiaries;

(iii) short term bilateral working capital facilities denominated in USD and raised by Vedanta

Limited or any of its subsidiaries;

(iv) bilateral revolving credit facilities in the maximum amount of USD175,000,000 and raised

by Target or any of its subsidiaries; and

(v) bilateral loans denominated in USD raised for the purposes of refinancing and in the

maximum aggregate amount of USD250,000,000 from any one Indian bank (or its

Subsidiary) or provided that the Company has obtained the prior written consent of the

Mandated Lead Arrangers (such consent not to be unreasonably withheld), from additional

Indian Banks (or their respective Subsidiaries)

6. Fees, costs and expenses

The Company shall promptly on demand pay the Agent, the Mandated Lead Arrangers and the

Bookrunners, as applicable, the amount of all costs and expenses (including approved legal fees

subject to any pre-agreed capping arrangements) reasonably incurred by any of them in connection

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with the negotiation, preparation, printing and execution of the Facility Documents, this letter and

the Syndication, whether or not the Facility Documents are signed.

7. Restructure intent and amendments

(a) The Facilities Agreement, as of the date of this letter, provides for the beneficial interest in respect of

the Transaction Security Documents (and the proceeds and control in respect thereto) as being

available to all the Lenders across all the Facilities on a pari passu basis.

(b) The parties to this letter acknowledge that it is the intention of all the parties to act reasonably and in

good faith to agree to any amendments and supplements to the Finance Documents on or prior to

the date that is 30 calendar days from the date of this letter to ensure that the beneficial interests in

respect of the Transaction Security Documents (and the proceeds and controls in respect thereto) is

modified in a manner that the beneficial interests in respect of the Transaction Security Documents

(and the proceeds and controls in relation thereto) are available to the Lenders depending on (i) the

nature of the Transaction Security Documents and (ii) the Facilities in which such Lenders

participate (such amendments, supplements and modifications, collectively described as the

Restructure).

(c) Such Restructure will be based on the following terms and any other conditions that the Mandated

Lead Arrangers and the Company may agree:

(i) Facility B will be split into two facilities – facility B1 (Facility B1) and facility B2 (Facility

B2);

(ii) Lenders that do not participate in Facility A and Facility B2 will get the beneficial interest in

respect of the TSOL Pledge over SPTL Shares and the TSOL Pledge over STL Shares

(collectively, the Onshore Collateral);

(iii) Lenders in each Facility A, Facility B1, Facility B2 and Facility C will get the beneficial

interests in respect of the Transaction Security Documents described in the Facilities

Agreement as of the date of this letter that is not the Onshore Collateral (collectively, the

Offshore Collateral);

(iv) only Lenders that have the beneficial interests in the Onshore Collateral, or as applicable, the

Offshore Collateral will have the ability to have any controls over any enforcements of those

Transaction Security Documents and will be able to share in the proceeds of any

enforcement of such Security Interests in respect of the Onshore Collateral, or as applicable,

the Offshore Collateral;

(v) there will be no change in the proportion of the enforcement proceeds and the controls in

respect of enforcement that is available to the Facility C Lenders in respect of any of the

Transaction Security Documents described in the arrangements set out in paragraphs (i) to

(iv) (inclusive) above from that which is available to the Facility C Lenders in the Facilities

Agreement as of the date of this letter;

(vi) the roles and responsibilities of the Security Agent will be modified for all consequential

changes required to facilitate the arrangements set out in paragraphs (i) to (v) (inclusive)

(above);

(vii) the Facilities Agreement will be modified and supplemented to include required intercreditor

terms detailing the arrangements set out in paragraphs (i) to (vi) (inclusive) above) and a

separate intercreditor agreement will be entered into, if required, to document these changes;

and

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(viii) the Finance Documents, including the Transaction Security Documents will be amended and

supplemented in all manners to reflect all consequential changes required for the purposes of

the arrangements set out in paragraphs (i) to (vi) above.

(d) The Company agrees that in the event that all amendments to the Finance Documents to reflect the

terms of the Restructure is not completed in a manner acceptable to the Mandated Lead Arrangers

(acting reasonably) by the period that is 30 days from the date of this letter, then the applicable

Margin in respect of each Facility will be increased by one hundred bps (1%) from the Margin

applicable to such Facility as of such date and the reference to “Margin” in the Facilities Agreement

will be deemed for all purposes to have been increased by such amount. The Company agrees to

enter into the required amendments to the Finance Documents to reflect such increase in the Margin,

however the increase in the Margin will not be conditional on whether or not such amendment is

entered into and will occur automatically in the circumstances described in this paragraph (d)

(e) Notwithstanding the terms set out in paragraph (a) to (d) above, the parties to this letter agree that

paragraphs (a) to (d) above shall not apply in the event that they, acting reasonably are able to agree

on an alternative structure to the Restructure (the Alternative Structure) and provided that (x)

each of the Mandated Lead Arrangers have secured all internal approvals for the Alternative

Structure and (y) the Finance Documents are amended as required to reflect the terms of the

Alternative Structure in a manner acceptable to the Mandated Lead Arrangers (acting reasonably)..

8. Taxes and payments

All payments to be made under this letter:

(a) shall be paid in USD and in immediately available, freely transferable cleared funds to such

account(s) with such bank(s) as the Agent, the Bookrunners or the Mandated Lead Arrangers

(as applicable) notify to the Company prior to the date of this letter;

(b) shall be paid without any deduction or withholding for or on account of tax (a Tax

Deduction) unless a Tax Deduction is required by law. If a Tax Deduction is required by

law to be made, the amount of the payment due shall be increased to an amount which (after

making any Tax Deduction) leaves an amount equal to the payment which would have been

due if no Tax Deduction had been required; and

(c) are exclusive of any goods and services tax, consumption tax, value added tax or any tax or

charge of a similar nature (VAT). If VAT is chargeable, the Company shall also and at the

same time pay to the recipient of the relevant payment an amount equal to the amount of the

applicable VAT.

9. Syndication

(a) The Bookrunners shall carry out a joint-coordinated Syndication including common invite letter and

Information Memorandum (in consultation with the Company and the Mandated Lead Arrangers),

decide on the strategy to be adopted for Syndication (including timing and the selection of potential

Lenders) and the Bookrunners shall, unless otherwise stated in this letter, in consultation with the

Company, manage all other aspects of the Syndication. Subject to any applicable confidentiality

agreement between the Company and the Bookrunners, the Company authorises the Bookrunners to

discuss the terms of the Facilities with and to disclose those terms to, potential Lenders to facilitate

the Syndication. The Company acknowledges that the Bookrunners may at their discretion,

approach sub-underwriters prior to Syndication.

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(b) At any time after the Bookrunners have received sufficient commitments that (when reflected as

participations in the Facilities) would result in a Successful Syndication, the Majority Bookrunners

shall:

(i) close Syndication; and

(ii) accept the commitments received and allocate resulting participations in the Facilities (in a

way that will result in a Successful Syndication).

(c) The Bookrunners may not close Syndication, accept commitments received or allocate participations

in the Facilities other than in accordance with paragraphs (b) above.

(d) If at the end of the Syndication Period, the Bookrunners have not received sufficient commitments in

a way that would result in a Successful Syndication, the Bookrunners will accept the commitments

received, allocate resulting participations in the Facilities and close Syndication.

(e) The Company shall, and shall ensure that the other members of the Group will, give any assistance

which the Mandated Lead Arrangers reasonably require in relation to Syndication including but not

limited to:

(i) the preparation, with the assistance of the Mandated Lead Arrangers, of an information

memorandum (the Information Memorandum) in accordance with paragraph (f) below;

(ii) providing any information reasonably requested by the Mandated Lead Arrangers or

potential Lenders in connection with Syndication;

(iii) making available the senior management and representatives of the Company and other

members of the Group for the purposes of giving presentations to, and participating in

meetings with, potential Lenders at such times and places as the Mandated Lead Arrangers

may reasonably request;

(iv) using best efforts to ensure that Syndication benefits from the Group's and the Target

Group's existing lending relationships;

(v) agreeing to such shorter interest periods during the syndication process as are necessary for

the purposes of Syndication; and

(vi) entering into a syndication agreement in a form to be agreed between the Mandated Lead

Arrangers, the relevant Syndication Lenders and the Company.

(f) The Information Memorandum shall contain all relevant information (including projections),

including, but not limited to, information about the Group, the Target Group, the Acquisition and

how the proceeds of the Facilities will be applied, as agreed between the Company and the Mandated

Lead Arrangers. The Company shall approve the Information Memorandum before the Mandated

Lead Arrangers distribute it to potential Lenders on the Company's behalf.

10. Indemnity

(a) For the purposes of this paragraph 10, Indemnified Person means each Mandated Lead Arranger,

each Bookrunner, the Agent, each Lender, in each case, any of their respective Affiliates and each of

their (or their respective Affiliates') respective directors, officers, employees and agents (but in each

case excluding loss of profit or margin, any other indirect or consequential loss or any punitive

damages).

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(b) Whether or not the Facility Documents are signed, the Company shall, within three Business Days of

written demand, indemnify each Indemnified Person against any cost, expense, loss or liability

(including, without limitation, legal fees) incurred by or awarded against that Indemnified Person, in

each case, arising out of or in connection with any action, claim, investigation or proceeding

commenced or threatened (including, without limitation, any action, claim, investigation or

proceeding to preserve or enforce rights), but excluding loss of profit or margin, or other

consequential losses or damages, in relation to:

(i) the use of the proceeds of any of the Facilities;

(ii) this letter or any Facility Document; and/or

(iii) the arranging or underwriting of the Facilities,

the Company will not be liable under paragraph (b) above for any cost, expense, loss or liability

(including, without limitation, legal fees) incurred by or awarded against an Indemnified Person if

that cost, expense, loss or liability results directly from any breach by that Indemnified Person of this

letter or any Facility Document which is, in each case, finally judicially determined to have resulted

directly from the gross negligence or wilful misconduct of that Indemnified Person.

(c) No Mandated Lead Arranger or Bookrunner shall have any duty or obligation, whether as fiduciary

for any Indemnified Person or otherwise, to recover any payment made or required to be made under

paragraph (b) above.

(d) The Company agrees that no Indemnified Person shall have any liability (whether direct or indirect,

in contract or tort or otherwise) to the Company or any of its Affiliates for or in connection with

anything referred to in paragraph (a) above, except, following the Company's agreement to this

letter, for any such cost, expense, loss or liability incurred by the Company that results directly from

any breach by that Indemnified Person of this letter or any Facility Document which is, in each case,

finally judicially determined to have resulted directly from the gross negligence or wilful misconduct

of that Indemnified Person.

(e) Notwithstanding paragraph (d) above, no Indemnified Person shall be responsible or have any

liability to the Company or any of its Affiliates or anyone else for consequential losses or damages.

(f) The Company represents to the Mandated Lead Arrangers and the Bookrunners that:

(i) it is acting for its own account and it has made its own independent decisions to enter into

the Transaction and as to whether the Transaction is appropriate or proper for it based on its

own judgement and on advice from such advisers as it has deemed necessary;

(ii) it is not relying on any communication (written or oral) from any or all of the Mandated

Lead Arrangers or Bookrunners as investment advice or as a recommendation to enter into

the Transaction, it being understood that information and explanations related to the terms

and conditions of the Transaction shall not be considered investment advice or a

recommendation to enter into the Transaction. No communication (written or oral) received

from any or all of the Mandated Lead Arrangers or Bookrunners will be deemed to be an

assurance or guarantee as to the expected results of the Transaction;

(iii) it is capable of assessing the merits of and understanding (on its own behalf or through

independent professional advice), and understands and accepts, the terms, conditions and

risks of the Transaction. It is also capable of assuming, and assumes, the risks of the

Transaction; and

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(iv) no Mandated Lead Arranger or Bookrunner is acting as a fiduciary for or as an adviser to it

in connection with the Transaction.

(g) The Contracts (Rights of Third Parties) Act 1999 shall apply to this paragraph 10 but only for the

benefit of other Indemnified Persons, subject always to the terms of paragraph 23 (Governing law

and jurisdiction).

11. No Front Running

(a) For the purposes of this paragraph 11:

Confidential Information means all information relating to the Company, the Group, the Target

Group, the Facility Documents and/or the Facilities which is provided to a Mandated Lead Arranger

or Bookrunner (the Receiving Party) in relation to the Facility Documents or Facilities by the

Company, the Group or any of its Affiliates or advisers (the Providing Party), in whatever form,

and includes information given orally and any document, electronic file or any other way of

representing or recording information which contains or is derived or copied from such information

but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by the

Receiving Party of a confidentiality agreement to which that Receiving Party is party; or

(ii) is identified in writing at the time of delivery as non-confidential by the Providing Party; or

(iii) is known by the Receiving Party before the date the information is disclosed to the

Receiving Party by the Providing Party or is lawfully obtained by the Receiving Party after

that date, from a source which is, as far as the Receiving Party is aware, unconnected with

the Group or the Target Group and which, in either case, as far as the Receiving Party is

aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of

confidentiality.

Facility Interest means a legal, beneficial or economic interest acquired or to be acquired expressly

and specifically in or in relation to the Facilities, whether as initial lender or by way of assignment,

transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other

similar method.

Front Running means undertaking any of the following activities prior to the Free to Trade Time:

(i) entering into or continuing any discussion or other communication with any person or

disclosing any information (including the Information Memorandum) to any person which is

intended to or is reasonably likely to:

(A) discourage any person from taking a Facility Interest as a lender of record in

Syndication; or

(B) encourage any person to take a Facility Interest except as a lender of record in

Syndication; or

(ii) making a bid or offer price (whether firm or indicative) with a view to buying or selling a

Facility Interest; or

(iii) entering into (or agreeing to enter into) any agreement, option or other arrangement, whether

legally binding or not, in relation to the Acquisition of or giving rise to the assumption of

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any risk or participation in any exposure in relation to a Facility Interest (whether on an

indicative basis, a "when and if issued" basis or otherwise),

excluding where any of the foregoing is:

(A) made to or entered into with an Affiliate;

(B) an act of a Mandated Lead Arranger (or its Affiliate) or a Bookrunner (or its Affiliate) who

is operating on the public side of an information barrier unless such person is acting on the

instructions of a person who has received Confidential Information and is aware of the

proposed Facilities; or

(C) made to or entered into with another Mandated Lead Arranger (or its Affiliate) or another

Bookrunner (or its Affiliate) in connection with the facilitation of either Syndication or

initial drawdown under the Facilities.

(b) Each Mandated Lead Arranger and Bookrunner agrees and acknowledges that:

(i) it shall not engage, and shall procure that none of its Affiliates shall engage, in any Front

Running;

(ii) if it or any of its Affiliates engages in any Front Running, the other Mandated Lead

Arrangers and Bookrunners may suffer loss or damage and its position in future financings

with the other Mandated Lead Arrangers and Bookrunners and the Company may be

prejudiced;

(iii) if it or any of its Affiliates engages in any Front Running, the other Mandated Lead

Arrangers and Bookrunners retain the right not to allocate to it a participation under the

Facilities;

(iv) any arrangement, front-end or similar fee which may be payable to it in connection with the

Facilities is only payable on condition that neither it nor any of its Affiliates has breached

the terms of this letter. This condition is in addition to any other conditions agreed between

the Mandated Lead Arrangers and Bookrunners in relation to the entitlement of each

Mandated Lead Arranger and Bookrunner to any such fee.

(c) Each Mandated Lead Arranger and Bookrunner confirms that neither it nor any of its Affiliates has

engaged in any Front Running.

(d) This paragraph 11 is for the benefit of the Mandated Lead Arrangers and the Bookrunners only.

12. Disclosure:

The Mandated Lead Arrangers, the Bookrunners and the Agent (together the Arranging Parties)

may disclose this letter to:

(a) any Affiliate of such Arranging Party (together with such Arranging Party, the Permitted

Parties);

(b) professional advisors, insurers, insurance brokers and service providers of a Permitted Party

who are under a duty of confidentiality to a Permitted Party;

(c) any party for the purposes of the Offer; and

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(d) whom information is required to be disclosed by any court or tribunal of competent

jurisdiction or any governmental or regulatory authority or similar body, or pursuant to any

applicable law or regulation.

13. Publicity/Announcements

(a) All publicity in connection with the Facilities shall be managed by the Mandated Lead Arrangers in

consultation with the Company.

(b) No announcements regarding the Facilities or any roles as arranger, underwriter, bookrunner, lender

or agent shall be made without the prior written consent of the Company and each of the Mandated

Lead Arrangers and Bookrunners.

14. Conflicts

(a) The Company and each Mandated Lead Arranger and Bookrunner acknowledge that the Mandated

Lead Arrangers or their Affiliates and the Bookrunners or their Affiliates may provide debt

financing, equity capital or other services to other persons with whom the Company or its Affiliates

may have conflicting interests in respect of the Facilities in this or other transactions.

(b) The Company and each Mandated Lead Arranger and Bookrunner acknowledge that the Mandated

Lead Arrangers or their Affiliates and the Bookrunners or their Affiliates may act in more than one

capacity in relation to this Transaction and may have conflicting interests in respect of such different

capacities.

(c) The Mandated Lead Arrangers and Bookrunners shall not use confidential information obtained

from the Company or its Affiliates for the purposes of the Facilities in connection with providing

services to other persons or furnish such information to such other person.

(d) The Company acknowledges that the Mandated Lead Arrangers and Bookrunners have no obligation

to use any information obtained from another source for the purposes of the Facilities or to furnish

such information to the Company or its Affiliates.

15. Assignments

The Company shall not assign any of its rights or transfer any of its rights or obligations under this

letter without the prior written consent of each of the Mandated Lead Arrangers and Bookrunners.

16. Termination

(a) If the Company does not accept the offer made by each of the Mandated Lead Arrangers and

Bookrunners in this letter before 11:59 p.m. (Mumbai time) on 1 August 2018, such offer shall

terminate on that date.

(b) The commitments and agreements under this letter shall automatically expire and terminate on the

earliest of:

(i) the Offer Expiry Date; and

(ii) 10 August 2018 if the Press Release has not been issued by such date.

(c) A Mandated Lead Arranger or Bookrunner may terminate this letter and its commitments hereunder

if that Mandated Lead Arranger or Bookrunner has notified the Company that the Company is in

breach of any material provision of this letter and such breach has not been remedied by the

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Company or waived by that Mandated Lead Arranger or Bookrunner, within 10 Mumbai Business

Days of such notification.

17. Right to Participate

The Company agrees that each Mandated Lead Arranger shall be provided with a right of first

refusal to participate as a joint lead manager and bookrunner (at the most senior level available) in

respect of any non-Rupee denominated debt capital markets offering by any member of the Group

the proceeds of which are used (in whole or in part) for the purposes of repaying the Facilities.

18. Survival

(a) Except for paragraphs 3 (Conditions), 4 (Underwriting Proportions), 6 (Fees, costs and expenses), 8

(Taxes and payments) and 16 (Termination) the terms of this letter shall survive and continue after

the Facility Documents are signed.

(b) Without prejudice to paragraph (a) above, paragraphs 6 (Fees, costs and expenses), 8 (Taxes and

payments), 10 (Indemnity), 13 (Publicity/Announcements), 14 (Conflicts), 16 (Termination) to 23

(Governing law and jurisdiction) will survive and continue after any termination of the obligations of

any Mandated Lead Arranger or Bookrunner under this letter.

19. Entire agreement

(a) This letter sets out the entire agreement between the Company, the Mandated Lead Arrangers and

the Bookrunners as to arranging, managing the Syndication of, and underwriting the Facilities and

supersede any prior oral and/or written understandings or arrangements relating to the Facilities.

(b) Any provision of this letter may only be amended or waived in writing signed by the Company and

each of the Mandated Lead Arrangers and Bookrunners.

20. Third Party Rights

(a) Unless expressly provided to the contrary in this letter, a person who is not a party to this letter has

no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of

any of its terms.

(b) Notwithstanding any term of this letter, the consent of any person who is not a party to this letter is

not required to rescind or vary this letter at any time.

21. Counterparts

This letter 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 letter.

22. Severability

If a term of this letter is or becomes illegal, invalid or unenforceable in any respect under any law of

any jurisdiction, that will not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of this letter; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other term of this

letter.

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23. Governing law and jurisdiction

(a) This letter (including the agreement constituted by your acknowledgement of its terms) (the Letter)

and any non-contractual obligations arising out of or in connection with it (including any non-

contractual obligations arising out of the negotiation of the transactions contemplated by this Letter)

are governed by English law.

(b) The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in

connection with this letter (including a dispute relating to the existence, validity or termination of

this letter or any non-contractual obligation arising out of or in connection with this letter or the

negotiation of the transactions contemplated by this letter) (a Dispute) and each party to this letter

submits to the non-exclusive jurisdiction of the English courts.

(c) Each party to this Letter agrees that the courts of England are the most appropriate and convenient

courts to settle Disputes and accordingly no party to this letter will argue to the contrary.

(d) Without prejudice to any other mode of service allowed under any relevant law, the Company:

(i) irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of

process under the Mandate Documents in relation to any proceedings before the English

courts in connection with any Mandate Document; and

(ii) agrees that failure by a process agent to notify the Company of the process will not

invalidate the proceedings concerned.

(e) If any person appointed as an agent for service of process is unable for any reason to act as agent for

service of process, the Company must immediately (and in any event within five days of the event

taking place) appoint another agent on terms acceptable to the Mandated Lead Arrangers. Failing

this, the Mandated Lead Arrangers may appoint another process agent for this purpose.

If you agree to the above, please acknowledge your agreement and acceptance of the offer by signing and

returning the enclosed copy of this letter (together with the Fee Letter countersigned by you) to Rajesh

Janakiraman, Reuban Johnson, G K Bharath Kumar, P C Vinod or P Srinivas Rao at Standard Chartered

Bank at 44 207 885 8071 or Grace Tapia / Prem Palani Swami at Credit Suisse at +65 6212 2709.

[Signature pages follow]

Vienna – Joint Mandate letter

Yours faithfully,

…………………………….

For and on behalf of

Standard Chartered Bank (as Mandated Lead Arranger)