BANK GUARANTEE

BANK GUARANTEE NO……..

TO,
SOUTHERN STAR ENERGY TRADING CO.LTD. (”SSET”)
26 JUIN MAIN STR., DERRO MALL BLDG 1&2 FLOOR
HARGEISA
P. O. BOX 2022 DJIBOUTI

EAST AFRICA BANK

102115010

ABU DHABI ISLAMIC BANK DUBAI

P.O.BOX 313 DUBAI, UAE

AE020500000000015160553

DEAR SIRS,
WHEREAS OUR CLIENTS CONFIDENCE PETROLEUM INDIA LIMITED, A COMPANY
REGISTERED UNDER THE COMPANIES ACT, 1956 HAVING ITS CORPORATE OFFICE
AT 404 SATYAM APARTMENT, 8 WARDHA ROAD, DHANTOLI, NAGPUR, CORPORATE
IDENTITY NUMBER L40200MH1994PLC079766, A COMPANY INCORPORATED UNDER
THE COMPANIES ACT 1956 AND EXISTING UNDER THE COMPANIES ACT 2013,
HEREINAFTER REFERRED TO AS THE “BUYER” (WHICH EXPRESSION SHALL UNLESS
REPUGNANT TO THE CONTEXT OR MEANING THEREOF MEAN AND INCLUDE ITS
SUCCESSORS AND PERMITTED ASSIGNS) HAVE ENTERED INTO AN AGREEMENT WITH
YOU, SOUTHERN STAR ENERGY TRADING CO.LTD. (”SSET”), HAVING REGISTERED
OFFICE: GSM: 252 (0)633223897, 253 77375345 26 JUNE MAIN STREET, DERRO
MALL BUILDING GROUND & FIRST FLOOR, P.O. BOX 2022 DJIBOUTI, REPUBLIC
OF DJIBOUTI CORRESPONDENCE ADDRESS DCC LCC, 2803, ISLAMIC BANK OF
DUBAI BLDG, DUBAI COMMODITIES CENTRE, BUR DUBAI, UAE HEREINAFTER
REFERRED TO AS THE “SELLER” (WHICH EXPRESSION SHALL UNLESS REPUGNANT
TO THE CONTEXT OR MEANING THEREOF MEAN AND INCLUDE ITS SUCCESSORS AND
ASSIGNS)VIDE AGREEMENT NO SSET-CPIL-LADYSARAH-01-03.06.2022 DATED 3RD
DAY OF JUNE 2022 (THE "AGREEMENT") FOR THE SALE AND PURCHASE OF
REFRIGRATED SEGREGATED LPG SUPPLIED AS -PROPANE C3H8 AND BUTANE C4H10,
IN 55% C3 / 45% C4 RATIO ; ORIGIN IRAQ , AS FURTHER DESCRIBED IN THE
AGREEMENT.

AND WHEREAS THE AGREEMENT CONTAINS AN OBLIGATION ON THE PART OF

BUYER TO PROVIDE A BANK GUARANTEE 9,750,000/-AED (NINE MILLION
SEVEN HUNDRED FIFTY THOUSAND EMIRATI DIRHAM ONLY), COVERING AN
ESTIMATED ONE THIRD COST OF THE TOTAL SHIPMENT VALUE FOR APPROX
10,000 MT SEGREGATED LPG CARGO ON LPG VESSEL LADY SARAH, WHICH IS
ENCASHABLE IN THE EVENT THE BUYER FAILS TO DISCHARGE CARGO AT

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MUNDRA PORT.

WE ICICI BANK LIMITED , A STATUTORY BODY, CONSTITUTED UNDER THE

BANKING COMPANIES (ACQUISITION AND TRANSFER OF UNDERTAKINGS) ACT
1970 AND HAVING ITS HEAD OFFICE AT CIVIL LINES, NAGPUR AND A BRANCH
OFFICE AT RAMDASPETH, NAGPUR HEREINAFTER CALLED THE “BANK” (WHICH
EXPRESSION SHALL UNLESS IT BE REPUGNANT TO THE MEANING OR CONTEXT
THEREOF INCLUDE OUR SUCCESSORS AND ASSIGNS) HEREBY IRREVOCABLY AND
UNCONDITIONALLY UNDERTAKE THAT, FORTHWITH, UPON RECEIPT OF YOUR
FIRST WRITTEN DEMAND, OVER ORIGINAL HAND-WRITTEN SIGNATURES,
CERTIFYING THAT IN YOUR SOLE AND ABSOLUTE JUDGMENT BUYER HAS FAILED
TO OBSERVE OR PERFORM ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF
THE AGREEMENT ON ITS PART TO BE OBSERVED OR PERFORMED OR THAT BUYER
IS INSOLVENT, WE WILL, ON ONE OR MORE OCCASIONS AND NOTWITHSTANDING
ANY OBJECTION WHICH MAY BE MADE BY BUYER, IMMEDIATELY PAY TO YOU OR
AS YOU MAY DIRECT SUCH AN AMOUNT AS YOU MAY IN SUCH NOTICE REQUIRE
NOT EXCEEDING (WHEN AGGREGATED WITH ANY SUCH AMOUNT(S) PREVIOUSLY
SO PAID) THE SUM OF THE AMOUNT IN 9,750,000/-AED (NINE MILLION
SEVEN HUNDRED FIFTY THOUSAND EMIRATI DIRHAM ONLY). FOR THE
AVOIDANCE OF DOUBT, ANY DOCUMENT(S) RECEIVED BY WAY OF FACSIMILE OR
SIMILAR ELECTRONIC MEANS IS/ARE NOT ACCEPTABLE FOR ANY PURPOSE(S)
UNDER THIS GUARANTEE.

THIS BANK GUARANTEE SHALL BE VALID FROM THE DATE HEREOF IN ITS FULL
AMOUNT, NAMELY 9,750,000/-AED (NINE MILLION SEVEN HUNDRED FIFTY
THOUSAND EMIRATI DIRHAM ONLY) AND SHALL CONTINUE TO BE SO VALID
WITH RESPECT TO ANY SUCH WRITTEN NOTICE TO US REFERRED TO ABOVE AS
IS GIVEN NOT LATER THAN 31.07.2022 THIS BANK GUARANTEE SHALL NOT BE
VALID WITH RESPECT TO ANY WRITTEN NOTICE RECEIVED AFTER SUCH DATE.
WHEN THE VALIDITY OF THIS GUARANTEE HAS EXPIRED OR UPON WRITTEN
REQUEST FROM SELLER , IT MUST, SUBJECT TO THE SATISFACTION OF ANY
OUTSTANDING CLAIMS, BE RETURNED TO US FOR CANCELLATION, BUT WE
SHALL BE RELEASED FROM ANY FURTHER OBLIGATION HEREUNDER EVEN IF, IN
BREACH OF THIS PROVISION, THAT RETURN HAS NOT TAKEN PLACE. SUCH
RELEASE WILL BE WITHOUT PREJUDICE TO ANY LIABILITY UNDER THIS BOND
WHICH AROSE PRIOR TO SUCH DATE.

ANY PAYMENT BY US HEREUNDER SHALL BE IN IMMEDIATELY AVAILABLE AND

FREELY TRANSFERABLE EMIRATI DIRHAMS FREE AND CLEAR OF AND WITHOUT
ANY WITHHOLDING OR DEDUCTION FOR OR ON ACCOUNT OF ANY PRESENT OR
FUTURE TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES, FEES, SET OFF,
COUNTERCLAIMS, DEDUCTIONS OR WITHHOLDINGS OF ANY NATURE WHATSOEVER
AND HOWSOEVER ARISING, AND BY WHOMSOEVER IMPOSED.

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OUR OBLIGATIONS HEREUNDER CONSTITUTE DIRECT PRIMARY, IRREVOCABLE
AND UNCONDITIONAL OBLIGATIONS, SHALL NOT REQUIRE ANY PREVIOUS
NOTICE TO OR CLAIM AGAINST BUYER AND SHALL NOT BE DISCHARGED OR
OTHERWISE PREJUDICED OR ADVERSELY AFFECTED BY ANY ALTERATION TO
THE TERMS OF THE AGREEMENT MADE BY AGREEMENT BETWEEN YOU AND BUYER
AND NOR SHALL OUR OBLIGATIONS UNDER THIS GUARANTEE BE AFFECTED OR
DISCHARGED BY ANY TIME BEING GIVEN TO BUYER OR BY ANY OTHER
INDULGENCE OR CONCESSION TO BUYER OR BY ANY FORBEARANCE,
FORGIVENESS OR WAIVER OR ANY OTHER THING DONE, OMITTED OR NEGLECTED
TO BE DONE UNDER THE AGREEMENT OR BY ANY OTHER BOND, SECURITY OR
GUARANTEE NOW OR HEREAFTER HELD BY YOU FOR ALL OR ANY PART OF THE
OBLIGATIONS OF BUYER UNDER THE AGREEMENT OR BY THE RELEASE OR
WAIVER OF ANY SUCH BOND, SECURITY OR GUARANTEE OR BY ANY INVALIDITY
OR UNENFORCEABILITY OF THE AGREEMENT OR BY THE INSOLVENCY,
BANKRUPTCY, WINDING-UP OR REORGANIZATION OF BUYER OR BY ANY DISPUTE
OR DISAGREEMENT WHATSOEVER BETWEEN BUYER AND YOU UNDER OR IN
RELATION TO THE AGREEMENT.

THIS GUARANTEE IS NOT PERSONAL TO YOU AND MAY BE ASSIGNED BY YOU TO

ANY PERSON OR ENTITY, PROVIDED THAT YOU NOTIFY US IN WRITING
THEREOF.

THIS GUARANTEE IS NOT REVOCABLE BY NOTICE OR OTHERWISE AND OUR

LIABILITY HEREUNDER SHALL NOT BE IMPAIRED OR DISCHARGED BY ANY
FORBEARANCE OR CONCESSION OR ANY ACT OR OMISSION BY BUYER UNDER THE
AGREEMENT (WITH OR WITHOUT OUR KNOWLEDGE OR CONSENT).

ANY NOTICE HEREUNDER SHALL BE DEEMED TO BE DULY GIVEN WHEN

DELIVERED (IN THE CASE OF PERSONAL DELIVERY) OR 48 HOURS AFTER
BEING DISPATCHED BY PREPAID REGISTERED POST OR RECORDED DELIVERY
(IN THE CASE OF LETTER).

WE HEREBY REPRESENT AND WARRANT THAT:

(i) ALL CONSENTS / AUTHORIZATIONS / APPROVALS / FILINGS /
RECORDATION THAT ARE NECESSARY OR ADVISABLE UNDER THE
APPLICABLE LAW: (A) FOR THE EXECUTION, DELIVERY, PERFORMANCE,
AND OBSERVANCE BY US OF THIS GUARANTEE; AND (B) FOR THE
VALIDITY, BINDING EFFECT, AND ENFORCEABILITY OF THIS GUARANTEE;
HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT.

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 (ii) THIS GUARANTEE HAS BEEN ISSUED IN COMPLIANCE WITH ALL
APPLICABLE LAWS, RULES, REGULATIONS, NOTIFICATIONS AND
GUARANTOR’S REGULATIONS.

(iii) APPLICABLE STAMP DUTY HAS BEEN PAID IN RELATION TO EXECUTION OF

THIS GUARANTEE.

THIS GUARANTEE SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF

INDIA AND THE COURTS OF NAGPUR ALONE SHALL HAVE EXCLUSIVE JURISDICTION
ON ALL MATTERS, DISPUTES OR DIFFERENCES ARISING FROM THIS GUARANTEE.

NOTWITHSTANDING ANYTHING CONTAINED HEREINABOVE:

1) OUR LIABILITY UNDER THIS GUARANTEE IS RESTRICTED TO 9,750,000/-
AED (NINE MILLION SEVEN HUNDRED FIFTY THOUSAND EMIRATI DIRHAM ONLY);
2) THIS GUARANTEE SHALL REMAIN VALID TILL 31/08/2022.
3) WE ARE LIABLE TO PAY THE GUARANTEE AMOUNT OR ANY PART THEREOF
UNDER THIS BANK GUARANTEE ONLY AND ONLY IF YOU SERVE UPON US A
WRITTEN CLAIM OR DEMAND ON OR BEFORE THE DATE OF EXPIRY OF THIS
GUARANTEE I.E. 31/08/2022.
4) THIS BANK GUARANTEE SHALL BE TREATED VALID, SUBJECT TO–
 SUCCESSFUL SUPPLY OF THE CARGO 100PCT C4 WHICH IS MENTIONED
IN THE SALE & PURCHASE AGREEMENT DATED 03.06.2022 DULY
SIGNED BY THE BUYER & SELLER
 SUCCESSFUL COMPLETION OF THE TRANSACTION WHICH IS MENTIONED
IN THE SALE & PURCHASE AGREEMENT DATED 03.06.2022 DULY
SIGNED BY THE BUYER & SEELLER. THE PARTIES AGREED TO EXTEND
THE VALIDITY OF THE SAID BANK GUARANTEE FOR SUPPLY OF CARGO
SUBJECT TO SIGNING OF NEW SALE & PURCHASE AGREEMENT, WHICH
SHALL BE DULY ENDORESED BY THE BANK.
 PROPER DOCUMENTATION AND COMPLIANCES BY THE SELLER. THE
BANK GUARANTEE SHALL AUTOMATICALLY BE WITHDRAWN ON EVENT OF
ANY DISCREPENCIES OR FAILURE AT THE SIDE OF THE SUPPLIER
PERTAINING TO PROPER DOCUMENTATION OR ANY COMPLIANCE BY
WHATSOEVER NAME SO CALLED.
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 THE SELLER MAY TRANSFER THIS BANK GUARANTEE IN PART OR
WHOLE WITHOUT ANY COSTS.