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«Dated: 15 August 2010 Cairn Energy PLC (as Vendor Guarantor) Cairn UK Holdings Limited (as Vendor) Twin Star Energy Holdings Ltd (as Purchaser) ...»

-- [ Page 1 ] --

CONFORMED COPY

(ALL AMENDMENTS UP TO

AND INCLUDING 27 JUNE 2011)

Dated: 15 August 2010

Cairn Energy PLC

(as Vendor Guarantor)

Cairn UK Holdings Limited

(as Vendor)

Twin Star Energy Holdings Ltd

(as Purchaser)

Vedanta Resources PLC

(as Purchaser Guarantor)

_________________________________________________

Share Purchase Deed relating to the shares of Cairn India Limited _________________________________________________

99 Bishopsgate London EC2M 3XF +44.20.7710.1000 (Tel) +44.20.7374.4460 (Fax) www.lw.com Contact: Rory Negus / Graeme Ward LO\584712.9 044473-0010

CONTENTS

Clause Page 1. Interpretation

2. Sale of shares

3. Consideration

4. Share Rights

5. Conditions

6. Pre-Completion Obligations

7. Completion

8. Adjustment to Sale Shares

9. Purchaser’s Group obligations following Completion

10. Vendor’s Group obligations following Completion

11. Restriction of Vendor’s Group

12. [Clause deleted]

13. Warranties

14. Insurance matters

15. Guarantee of Vendor

16. Guarantee of Purchaser

17. Confidentiality

18. Announcements

19. Provisions relating to this Agreement

20. Law and Jurisdiction

schedule 1 : Information on the Company

schedule 2 : Warranties

1. Interpretation

schedule 3 : Guarantees

schedule 4 : Relationship Agreement Amendments

–  –  –

BETWEEN

CAIRN ENERGY PLC (the “VENDOR GUARANTOR”) a company registered in Scotland under (1) company number SC226712 with its registered office at 50 Lothian Road, Edinburgh, EH3 9BY;

CAIRN UK HOLDINGS LIMITED (the “VENDOR”) a company registered in Scotland under (2) company number SC304517 with its registered office at 50 Lothian Road, Edinburgh, Midlothian, EH3 9BY;

TWIN STAR ENERGY HOLDINGS LIMITED (the “PURCHASER”), formerly known as THL (3) Aluminium Limited a company incorporated under the laws of Mauritius under company number C078309 C1/GBL, with its registered office at c/o Multiconsult Limited, Rogers House, 5, President John Kennedy Street, Port Louis, Mauritius; and VEDANTA RESOURCES PLC (the “PURCHASER GUARANTOR”) a company registered in (3) England and Wales under company number 04740415 with its registered office at 2nd Floor Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ.

BACKGROUND:

(A) The Vendor wishes to sell, and the Purchaser wishes to acquire, 51% of the Fully Diluted share capital of Cairn India Limited, subject to adjustment, on and subject to the terms of this Agreement.

(B) The Vendor Guarantor has agreed to guarantee the obligations of the Vendor under this Agreement.

(C) The Purchaser Guarantor has agreed to guarantee the obligations of the Purchaser under this Agreement.

THE PARTIES AGREE THAT:

–  –  –

In this Agreement where the context admits:

“Affiliate” means, in relation to any person, any subsidiary undertaking or parent undertaking of such person, and any subsidiary undertaking of any such parent undertaking from time to time;

“Agreed Form” means, in relation to any document, a document in the terms signed or initialled by or on behalf of the parties for identification;

“Authority” has the meaning set out in paragraph 1.1 of schedule 2;

“Block RJ-ON-90/1” means the area located in Rajasthan, India described in the Production Sharing Contract for Block RJ-ON-90/1, entered into on 15 May 1995 between Oil & Natural Gas Corporation Ltd., Cairn Energy Hydrocarbons Limited and Cairn Energy Pty Limited as amended from time to time;

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

“Cambay Block” means the off-shore area on the west coast of India described in the Production Sharing Contract for Block CB/OS-2, made on June 30, 1998 between Oil & Natural Gas Corporation Ltd., Tata Petrodyne Limited and Cairn Energy India Pty Limited;

–  –  –

“Company” means Cairn India Limited, a company registered in India with its registered office at 101, West View, Veer Savarkar Marg, Prabhadevi, Mumbai 400 025, India;

“Competing Proposal” means:

–  –  –

(B) any transaction whereby any third party seeks to acquire all or any substantial part of the business of the Vendor, the Vendor Guarantor or the Company;

–  –  –

“Completion” means completion of the sale and purchase of the Second Tranche Shares in accordance with clause 7;

“Completion Date” means the date upon which Completion takes place;

“Conditions” means the conditions to Completion set out in clause 5.1;

“Confidential Information” has the meaning set out in clause 17.1;

“Consideration” means the consideration to be paid for the Sale Shares pursuant to clause 3 and in accordance with clause 7.3;





“Directors” means in relation to the Company, its directors and “Continuing Directors” means the persons named schedule 1 as continuing directors of the Company following Completion;

“Encumbrance” includes any interest or equity of any person (including any right to acquire, option or right of pre-emption); any mortgage, charge, pledge, lien, assignment, hypothecation, security interest (including any created by law), title retention or other security agreement or arrangement;

and any rental, hire purchase, credit or conditional sale or other agreement for payment on deferred terms and any other encumbrance or third party right or claim of any kind;

“Equity Securities” means, with respect to the Company, the Company’s equity capital, membership interests, or other ownership interests (including equity shares) and/or any options, warrants, convertible debentures, convertible preference shares, loans or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, the Company’s equity shares (whether or not such securities are issued by the Company and whether or not then currently convertible, exercisable or exchangeable and whether with or without payment of additional consideration);

“Exchange Rate” means a US$:INR exchange rate of 1 divided by 45.25;

"First Tranche Completion" means completion of the sale and purchase of the First Tranche Shares pursuant to clause 7;

–  –  –

“FSMA” means the Financial Services and Markets Act 2000;

“Fully Diluted” means that the calculation of the share capital of the Company is to be made assuming that all Equity Securities issued by the Company are converted into equity shares of the Company (whether or not by their terms then currently convertible, exercisable or exchangeable), including without limitation granted and outstanding stock options, warrants and any outstanding commitments to issue equity shares at a future date, whether or not due to the occurrence of an event or otherwise, have been so converted, exercised or exchanged into equity shares of the Company in accordance with the terms of their issuance;

“Indian Offer” means an offer to be made by the Purchaser Guarantor or a member of the Purchaser’s Group, to the shareholders of the Company (other than any member of the Vendor’s Group) to acquire 20% of the Company’s issued equity shares under the Indian Takeover Code;

“Information Agreement” means an agreement in the form to be prepared in accordance with clause 6.7 and schedule 4 to vary and amend the existing Relationship Agreement with effect from Completion;

“INR”, “Indian Rupees” or “Rupees” means the lawful currency of the Republic of India;

“Indian Takeover Code” means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended from time to time;

“Law” or “Laws” includes all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time and whether before or after the date of this Agreement;

“Listing Rules” means the rules issued under the authority contained in Part VI of the FSMA (in particular sections 73A(1) and 73A(2)) governing the regulation of companies admitted to listing on official list of London Stock Exchange;

“London Stock Exchange” means London Stock Exchange plc;

"Petronas Shares" has the meaning given to it in Clause 8.1(A);

“Purchaser’s Group” means the Purchaser Guarantor and each of its subsidiary undertakings, including the Purchaser, which after Completion shall include the Company and the Subsidiaries;

“Purchaser’s Solicitors” means Latham & Watkins of 99 Bishopsgate, London EC2M 3XF;

“Ravva Block” means the off-shore area on the east coast of India described in the Production Sharing Contract for Ravva Oil and Gas Field, made on October 28, 1994 between Oil & Natural Gas Corporation Ltd., Videocon Petroleum Limited, Command Petroleum (India) Pty Ltd. and Ravva Oil (Singapore) Pte Ltd. as amended from time to time;

“Recognised Investment Exchange” has the meaning given to it by s.285 Financial Services and Markets Act 2000;

–  –  –

(A) any relief, loss, allowance, credit, deduction, exemption or set off in respect of any Tax or relevant to the computation of any Income, Profits or Gains for the purposes of any Tax; or (B) any right to a repayment or saving of Tax (including interest in respect of Tax), and any reference to the use or set off of a Relief (or part of a Relief) shall be construed accordingly;

“Restricted Business” has the meaning given in clause 11.1;

“Revised Proposal” has the meaning given in clause 6.2;

“Sale Shares” means such number of shares in the capital of Company as constitutes 51% of the Fully Diluted equity share capital of the Company at Completion, save as may be adjusted pursuant to clause 8, to be bought and sold pursuant to this Agreement;

"Second Tranche Shares" means the Sale Shares less the First Tranche Shares;

“SEBI” means the Securities and Exchange Board of India;

“Subsidiaries” means the Company’s subsidiaries and subsidiary undertakings;

–  –  –

(A) all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all related withholdings or deductions of any nature (including, without limitation national insurance contribution liabilities in the United Kingdom and corresponding obligations elsewhere); and (B) all related fines, penalties, charges and interest, imposed by a Tax Authority in any jurisdiction whether directly or primarily chargeable against, recoverable from or attributable to the Company or any other person (and “Taxes” and “Taxation” shall be construed accordingly);

“Tax Authority” means any taxing or other governmental (local or central), state or municipal authority (whether within or outside the United Kingdom) competent to impose a liability for or to collect Tax;

"Tax Certificate" means the Order under S197 of the Income Tax Act 1961 dated 3 June 2011 and addressed to the Vendor from the Assistant Director of Income Tax (ref: F.No.ADIT(IT)/CUS$”, “USD” or “US Dollars” means the lawful currency of the United States of America;

“Vendor’s Group” means the Vendor Guarantor and each of its Affiliates from time to time (and to the extent different) also the Vendor and each of its Affiliates from time to time (but excluding in both cases the Company and the Subsidiaries);

“Vendor’s Solicitors” means Shepherd and Wedderburn LLP of 1 Exchange Crescent, Conference Square, Edinburgh, EH3 8UL; and “Warranties” means the warranties set out in schedule 2.

Construction of certain references 1.2

–  –  –

(B) every reference to a particular statutory provision or other Law shall be construed also as a reference to all other Laws made under the Law referred to and to all such Laws as amended, re-enacted, consolidated or replaced or as their application or interpretation is affected by other Laws from time to time and whether before or after the date of this Agreement and includes any subordinate legislation made under the relevant statute or statutory provision (except to the extent that any amendment, re enactment, consolidation or replacement or change to their application or interpretation or any subordinate legislation made after the date of this Agreement would increase or extend the liability of any party under this Agreement or any document in Agreed Form);

(C) where any statement is to the effect that the Vendor is not aware of any matter or circumstance, or is a statement qualified by the expression “so far as the Vendor is aware” or “to the best of the Vendor’s knowledge and belief” or any similar expression, that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry of the executive directors of the Vendor and the Vendor Guarantor;

(D) references to clauses and schedules are references to clauses of and schedules to this Agreement, references to paragraphs are, unless otherwise stated, references to paragraphs of the schedule in which the reference appears, and references to this Agreement include the schedules;

(E) references to the singular shall include the plural and vice versa and references to the masculine, the feminine and the neuter shall include each other such gender;



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