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LETTER OF GUARANTEE

To

The Manager,
Citicorp Finance (India) Ltd.

Dear Sir,

I/We do hereby agree to the following:

1. In consideration of Citicorp Finance (India) Ltd. (CFIL) having


given/agreed to give to....................................................... (hereinafter called
the said Borrower) credit facilities as per the agreement dated..........................
entered into between CFIL and the said borrower, I/We hereby agree and
undertake that in the event that the said Borrower fails, neglects or refuses for
any reason whatsoever and howsoever to repay and/or is unable to pay any of
the instalments or amounts under the Loan agreement. I/We hereby guarantee
and undertake to pay to CFIL the said defaulted instalments or amounts along
with any interest, costs, charges, commission, expenses and statutory dues, if
any, in full on the first demand by CFIL and upon CFIL notifying us of such
defaults by the said Borrower, without any demur or protest or contestation and
without any reference to the said Borrower, unconditionally and without raising
any objections or issue whatsoever and irrespective of or notwithstanding any
dispute or difference in respect of the said amount falling due to CFIL.

2. Any amounts thus payable by us to CFIL will be paid at the address of


its branch as mentioned in the Loan agreement.

3. I/We shall repay to CFIL any defaulted instalments to be paid by the


said Borrower, within 7 days from the date of receipt of a notice from CFIL
stating the default through post / courier / fax / authenticated telex or cable. It
is expressly specified that notwithstanding anything to the contrary, I/We will
not be entitled to request CFIL to establish its claim in respect of such default.

4. I/We hereby agree that the entries in the books / computer records kept
in the ordinary course of business of CFIL with regard to the advances made or
credits given to the said Borrower and with regards to the interest,
commissions, costs, charges and expenses debited to the said Borrower shall be
conclusive evidence against the said Borrower and me / us, of the transactions
and matters therein appearing and of the said Borrower's / Guarantor's liability
for the sums shown to be due by such entries.

5. I/We further consent to CFIL:

- making any variance that CFIL may think fit in the terms of Loan
agreement with the said Borrower.

- determining, enlarging or varying the credit amount


sanctioned/granted to the said Borrower.
- making any composition with the said Borrower

- promising to give time to the said Borrower or promising not to


sue the said Borrower.

- parting with any security that CFIL may hold for the guaranteed
debt.

6. I/We also agree that I/We shall not be discharged from our liability by
CFIL releasing the said Borrower or by any other act or omission of Borrower
the legal consequences of which may be to discharge the said Borrower or by
any act which would, but for this present provision, be inconsistent with out
rights as sureties or by CFIL's omission to do any act which but for this present
provision, CFIL's duty to the Guarantor would have required CFIL to do.
Though as between the said Borrower and the Guarantor, the Guarantor is a
surety only, I/We agree that as between CFIL and us, I/We are the principal
debtors jointly with the said Borrower and accordingly I/We shall not be
entitled to any of the rights conferred on sureties by Section 133, 134, 135, 139
and 141 of the Indian Contract Act.

7. I/We agree that if the said Borrower shall be found not to be liable to
CFIL in law for the advances made or credits given by CFIL to the said
Borrower by reason of their incapacity to borrow or to contract or for any other
reason, I/We shall nevertheless be liable as principal debtor to pay to CFIL all
the sums that would have been recoverable by CFIL from us as Guarantors, if
the said Borrower had been, liable for the advances and credits.

8. I/We hereby declare that this guarantee is an addition to, and not by way
of limitation of, or substitution for, any other guarantee or guarantees that I/We
may have previously given or may hereafter give to CFIL (whether alone or
jointly with any other party or parties) and that this guarantee shall not revoke
or limit any such other guarantee or guarantees.

9. It is further expressly clarified that this guarantee is irrevocable and


shall come into effect simultaneously with the signing of the Loan agreement.

10. The guarantee shall remain in full force and will be valid till the
complete discharge of all liabilities of the said Borrower under the said Loan
agreement as also all costs, commissions and charges thereunder.

11. The address of the Guarantor for the purpose of service shall be:

...........................................................

...........................................................

...........................................................

...........................................................

Yours faithfully,