Joint Letter Of Indemnity

This agreement executed this day of by Messrs.

(hereinafter called 'the company')which term shall wherever the context admits include the Company's successors and assigns of the one part and

1. , a bank constituted under the and having one of its Local Head Offices at (hereinafter for brevity's sake referred to as and/or the 'Lead Bank') which term shall mean and include its successors and assigns.

2. , a bank constituted under the Banking Companies (Acquisition and Transfer of Undertakings) , having its Head Office at (hereinafter for brevity's sake referred to as 'CB') which term shall mean and include its successors and assigns.

3. , a bank constituted under the Banking Companies (Acquisition and Transfer of Undertakings) , having its Head Office at (hereinafter for brevity's sake referred to as 'SB') which term shall mean and include its successors and assigns.

4. , a bank constituted under the Banking Companies (Acquisition and Transfer of Undertakings) , having its Head Office at (hereinafter for brevity's sake referred to as 'IOB') which term shall mean and include its successors and assigns.

5. , a bank constituted under the Banking Companies (Acquisition and Transfer of Undertakings) , having its Head Office at (hereinafter for brevity's sake referred to as 'IB') which term shall mean and include its successors and assigns.

6. , a bank constituted under the Banking Companies (Acquisition and Transfer of Undertakings) , having its Head Office at (hereinafter for brevity's sake referred to as 'CBI') which term shall mean and include its successors and assigns.

7. , a bank constituted under the Banking Companies (Acquisition and Transfer of Undertakings) , having its Head Office at (hereinafter for brevity's sake referred to as 'PNB') which term shall mean and include its successors and assigns.

8. ., a Banking Company having its Head Office, at and having its principal office in at and having a branch in at (hereinafter for brevity's sake referred to as 'MB') which term shall mean and include its successors and assigns.

SBI, CB, SB, IOB, IB, CBI, PNB and MB shall hereinafter be referred to collectively as the "Lending Banks" of the other part whereas the Lending Banks have in consortium granted credit facilities under various heads to the Company.

And whereas as part of the credit facilities sanctioned to the Company, the Lead Bank has issued a Guarantee on behalf of the Company in favour of the for (hereinafter referred to as 'said guarantee') thereby the lending banks undertaking pecuniary liability up to an aggregate extent not exceeding

Whereas it has been agreed between the Lending Banks that the share of the liability to be undertaken by each of them in the said facility shall be as follows:

Whereas being the Lead Bank chosen by the Lending Banks for operational convience, the account relating to the issue of the said guarantee shall be maintained by and the Company shall be dealing with in regard to all matters connected therewith.

Now in consideration of the above premises the Company and the Lending Banks agree as follows:

i) The Lending Banks agree to the enjoyment by the Company of the facility of having issued the said guarantee on their behalf by favouring the , undertaking thereunder Pecuniary liability the aggregate of which shall not exceed at any one time

ii) The Company undertake to make good to all sums which may be called upon to pay under and in terms of the said Guarantee together with interest, costs, charges and other expenses incurred by .

iii) The Company undertakes to keep and the other Lending Banks fully indemnified of all losses, damages, costs charges and expenses which may be incurred by by issuing the said guarantee. This indemnity being in addition and without prejudice to the other rights has against the Company.

iv) In consideration of , the Lead Bank, issuing the said guarantee, and the other Lending Banks agree with one another and with as follows:

a) shall open and maintain on behalf of itself and the other Lending Banks the Guarantee liability account in the name of the Company.

b) shall distribute to the Lending Banks, the commission earned in respect of the said Guarantee, in which the facility is to be showed as set out in para-supra.

c) Each and everyone of the other Lending Banks shall make contribution to in the same proportion as is set out in sub clause (b) above in respect of all payments which may be obliged to make under the terms of the said Guarantee together with the appropriate interests, costs, charges and expenses as may be incurred by if for any reason default to pay the amounts so paid by .

d) The liability of each and everyone of the other Lending Banks to will be on prorata basis.

e) The other Lending Banks agree that they shall promptly and without demur contribute the amounts demanded by in respect of these transactions from time to time.

f) The other Lending Banks agree that in case it becomes necessary to initiate action against the Company, it can be done by in its own name though the resulting expenses as well as receipts will be shared between the banks as agreed the above.

g) The Company as well as the other Lending Banks agree that indemnity undertaken by them in terms of agreement in favour of shall be a continuing obligation until and unless the entire amounts due in respect of the Guarantee are paid and discharged in full

h) The other Lending Banks agree that the indemnity granted by them in favour of shall not be affected or prejudiced by any grant or time or indulgence or delay in taking action or in any other manner giving time to the Company for payment of its dues.

In witness whereof the Company and the Lending Banks have affixed their respective seals and hands the day and year herein above written.