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Appendix C

to Agreement no. __________________.



Our Reference: Transaction Code: TO: 1) Name and address of the Issuing bank 2) Standby Letter of Credit APPLICANT (PROVIDER) 3) Company (FACILITATOR)

Date: ______________ 2010 Dear Sirs, SUB.: INDEMNITY FOR ACQUIRING STANDBY LETTER OF CREDIT (SBLC) FOR EURO ____(____) MILLION. With reference to the above subject and transaction under transaction code ___________________, we (insert name) , as the beneficiary (Beneficiary) of Bank Guarantee for Euro_____________million, refer to our request to acquire a Standby Letter of Credit (SBLC) in our favor, through the issuing bank namely _____________________________, pursuant to which undersigned, as the authorised signatory of (insert name) with full legal, corporate and personal responsibility, and the (insert name) , jointly and severally, under penalty of perjury, agree, commit, covenant, declare, understand, undertake, and warrant as follows: (1) Neither our assignees nor we shall request ( NAME OF THE ISSUING BANK) as the SBLC issuer, Provider, or any third advising banks (if applicable), for payment described in the SBLC up to the value of the said SBLC Euros _______million, (irrespective of the SBLC text wording, and irrespective of any compliance conditions stipulated in the SBLC text unless we first secure ( NAME OF THE ISSUING BANK) & Provider by depositing in cash at Providers bank account the exact and the same amount due and payable on the SBLC which is already over and above the amount already paid as handling charges and commissions for opening of the said SBLC in our favor. Any failure to make such deposit will result in the issuer, ( NAME OF THE ISSUING BANK), and/or the Provider being held harmless and taking any action deemed fit, including declaration that the SBLC is collateral , null and void and/or cancellation of the SBLC in its entirety. (2) The SBLC will be used solely for the purpose of enhancement of our book value in order to generate funds for our Projects: we confirm that we cannot and will not sell it, hypothecate it or discount it. (3) We will not seek any third party bank confirmations or allow any other party, other than our bank, to contact (ISSUING BANK) for the purposes of authentication and verification only. (4) This Indemnity undertaking is not transferable and not assignable. (5) The SBLC shall not be transferred or assigned to any third party/bank without prior application to and permission of ( NAME OF THE ISSUING BANK) and/or Provider. Should
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the referenced SBLC be transferred upon obtaining such permission, the new SBLC beneficiary shall be bound by all terms and conditions as stipulated in this indemnity undertaking. (6) All fees paid as handling charges, issuance fees and commissions for opening of the said SBLC shall be deemed to be earned regardless of fact. (7) We have notified our receiving Bank as to the contents of this Indemnity undertaking, and have provided them with a signed copy thereof. (8) The Bank providing us facilities under the subject SBLC have also been provided a copy of this Indemnity undertaking, and they have given us as the SBLC Beneficiary complete approval and consent over the structure of this transaction. Furthermore they have been made fully aware under this Indemnity agreement that should we affect a draw under the referenced SBLC, ( NAME OF THE ISSUING BANK) shall not effect any payments to any entity until a deposit in equal amount of the draw is made into the Providers Bank account. If we fail to make such deposit, ( NAME OF THE ISSUING BANK) & the Provider shall have full rights to declare the referenced SBLC as Null and Void, and to cancel it. Further, SBLC and/or the Provider shall be held harmless and the complete responsibility for any monies due to any and all parties shall be solely borne by SBLC Beneficiary. (9) We will return the said SBLC to ( NAME OF THE ISSUING BANK)/Provider at least fifteen (15) days prior to the maturity date, free of all encumbrances or liens and charges including third party liens. In the event of failure by ( NAME OF THE ISSUING BANK)/Provider to receive said SBLC 15 days prior to expiration, ( NAME OF THE ISSUING BANK)/Provider shall be at a liberty to take any action deemed fit, to declare the SBLC null and void and to cancel the SBLC in its entirety. (10) This Indemnity undertaking together with the terms and conditions herein described shall be binding upon our affiliates, associates, assignees, executors, heirs, and successors, and anyone else who is directly or indirectly involved with this transaction. (11) In case of any discrepancies between this Indemnity undertaking and the referenced SBLC) text for which this SBLC is being issued, including SBLC text wording confirming the non-inclusion of any and all side agreements/conditions/qualifications, this Indemnity agreement shall take precedence and prevail. (12) Should our advising/receiving Bank not accept the subject SBLC as issued by ( NAME OF THE ISSUING BANK) under the referenced transaction or not notify SBLC Beneficiary, all parties related to the referenced transaction including us as the SBLC Beneficiary, fully understand and agree without objection, to release ( NAME OF THE ISSUING BANK), Provider and/or their respective affiliates, assignees, associates, executors, heirs and successors and, if applicable any third advising banks, either directly or indirectly involved in this transaction (the Indemnitees) from any and all liabilities, and all commissions paid for the issuance of said SBLC shall be deemed as payment of fees with no refunds regardless of fact, and under any circumstances. (13) ( NAME OF THE ISSUING BANK) is not obligated under any circumstances to issue any amendments to the SBLC that may be requested by us or our receiving bank and (ISSUING BANK /Provider shall have full rights to reject the request for any all amendments requested. (14) This undertaking shall be unlimited as to duration. (15) This undertaking shall be binding upon the undersigned and the (insert name) and insure to the benefit of the parties, their successors, assigns and personal representatives.
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(16) We, on behalf of ourselves, our affiliates, assignees, associates, executors, heirs and successors hereby fully and irrevocably indemnify the Indemnitees against, hold them harmless of, and release them from any and all liabilities, debts, obligations, claims, damages, defenses, actions, causes of action, suits, costs (including costs of suit and attorneys fees and expenses), and demands of whatever nature, character, type, or description, whether known or unknown, which the undersigned has or asserts, or may hereafter have or assert, against any Indemnitee(s), or which liabilities, claims, damages, defenses, actions, causes of action, suits, costs, or demands are embodied in, may arise out of, or are in any way connected with, any fact, matter, or issue relating to this referenced transaction. (17) This Indemnity undertaking is given in accordance with English law and subject to the jurisdiction of the __(country of the issuing bank)_ courts. (18) A facsimile/e-mail transmission of this Agreement shall be construed as original and be legally binding and enforceable. Signed with full authority on behalf of self and the Company (Beneficiary): _____________________________ for Name: Title: Passport No.: Company Seal Company Seal

Notarized by Notary Public

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