SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
NOW THEREFORE in consideration of the Lenders having agreed to extend to the Borrower the Facility for the purposes and subject to the terms and conditions set out in the Financing Documents and in consideration of the premises provided therein, it is hereby agreed as follows:
Sterlite Plan Agreement in Principle Term SheetSterlite Plan Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
This Term Sheet (as the same may be amended, modified or supplemented from time to time, the “Term Sheet”) is made and entered into as of June 12, 2009 by and among ASARCO LLC, a Delaware limited liability company (“ASARCO”), the subsidiary debtors (together with ASARCO, the “Debtors”), Sterlite (USA), Inc., a Delaware corporation (the “Plan Sponsor”), Robert C. Pate, in his capacity as the Future Claims Representative (the “FCR”), and the Official Committee of Asbestos Claimants in order to set forth their agreement to the matters set forth below (the “Asbestos Committee” and collectively with the FCR, the “Asbestos Representatives”). The Debtors, the Plan Sponsor, the FCR and the Asbestos Committee hereinafter are referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms not defined herein shall have the meaning ascribed to such terms in that certain Settlement and Purchase and Sale Agreement (the “New Plan Sponsor PSA”), dated as of March 6, 2009.
SETTLEMENT AND PURCHASE AND SALE AGREEMENT AMONG ASARCO LLC, AR SILVER BELL, INC., COPPER BASIN RAILWAY, INC., ASARCO SANTA CRUZ, INC., STERLITE (USA), INC. AND STERLITE INDUSTRIES (INDIA) LTD Dated as of March 6, 2009Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
This SETTLEMENT AND PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of March 6, 2009 (the “Effective Date”), is entered into by and among ASARCO LLC, a Delaware limited liability company (“ASARCO”); AR Silver Bell, Inc., a Delaware corporation (“ARSB”); Copper Basin Railway, Inc., a Delaware corporation (“CBRI”); and ASARCO Santa Cruz, Inc., a Delaware corporation (“Santa Cruz”, together with ARSB and CBRI, “Non-Debtor Sellers”; ASARCO and Non-Debtor Sellers collectively referred to herein as “Sellers”, and each individually, a “Seller”); and Sterlite (USA), Inc., a Delaware corporation (“Purchaser”); and Sterlite Industries (India) Ltd, an Indian limited liability company (“Guarantor”).
COMMON RUPEE LOAN AGREEMENTCommon Rupee Loan Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
Each of the parties mentioned above, are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
NOVATION AGREEMENTNovation Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
Indian Foils Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at India Foils Limited, 1, Sagore Dutta Ghat Road, Kamarhati, Kolkata-700058 (the “Transferor”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns)
AMENDMENT NO. 3 TO SETTLEMENT AND PURCHASE AND SALE AGREEMENTSettlement and Purchase and Sale Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
This Amendment No. 3 to Settlement and Purchase and Sale Agreement (this “Amendment”) is made effective as of June 12, 2009, and amends that certain Settlement and Purchase and Sale Agreement, dated March 6, 2009, as amended on April 15, 2009 and April 22, 2009 (the “PSA”), by and among ASARCO LLC, a Delaware limited liability company; AR Silver Bell, Inc., a Delaware corporation; Copper Basin Railway, Inc., a Delaware corporation; ASARCO Santa Cruz, Inc., a Delaware corporation; Sterlite (USA), Inc., a Delaware corporation; and Sterlite Industries (India) LTD, an Indian limited liability company. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms in the PSA.
US$140,000,000 TERM LOAN FACILITY AGREEMENTAgreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals • England and Wales
NOVATION AGREEMENTNovation Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
Indian Foils Limited, a public limited company incorporated under the Companies Act, 1956 and having its registered office at India Foils Limited, 1, Sagore Dutta Ghat Road, Kamarhati, Kolkata-700058 (the “Transferor”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns)
AGREEMENTAgreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
The ORISSA MINING CORPORATION LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at “OMC House” Bhubaneshwar, District Khurda (Orissa) hereinafter called “OMC” (which expression shall, unless excluded by or repugnant to the context or meaning thereof, include its associates and successors) of the one part
AMENDMENT NO. 2 TO SETTLEMENT AND PURCHASE AND SALE AGREEMENTSettlement and Purchase and Sale Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
This Amendment No. 2 to Settlement and Purchase and Sale Agreement (this “Amendment”) is made effective as of April 22, 2009, and amends that certain Settlement and Purchase and Sale Agreement, dated March 6, 2009, as amended on April 15, 2009, (the “PSA”), by and among ASARCO LLC, a Delaware limited liability company; AR Silver Bell, Inc., a Delaware corporation; Copper Basin Railway, Inc., a Delaware corporation; ASARCO Santa Cruz, Inc., a Delaware corporation; Sterlite (USA), Inc., a Delaware corporation; and Sterlite Industries (India) LTD, an Indian limited liability company. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms in the PSA.
AMENDMENT NO. 1 TO SETTLEMENT AND PURCHASE AND SALE AGREEMENTSettlement and Purchase and Sale Agreement • July 10th, 2009 • Sterlite Industries (India) LTD • Primary smelting & refining of nonferrous metals
This Amendment No. 1 to Settlement and Purchase and Sale Agreement (this “Amendment”) is entered into on April 15, 2009 and amends that certain Settlement and Purchase and Sale Agreement, dated March 6, 2009 (the “PSA”), by and among ASARCO LLC, a Delaware limited liability company; AR Silver Bell, Inc., a Delaware corporation; Copper Basin Railway, Inc., a Delaware corporation; ASARCO Santa Cruz, Inc., a Delaware corporation; Sterlite (USA), Inc., a Delaware corporation; and Sterlite Industries (India) LTD, an Indian limited liability company. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms in the PSA.
