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HOLD COVER

WE HAVE TODAY ISSUED THE FOLLOWING HOLD COVERED INDEMNITY IN


YOUR FAVOUR :
1. AS THE REQUEST OF OUR CUSTOMER LILAMA 45.4 JOINT STOCK
COMPANY ADDRESS AT HANOI HIGHWAY, BINH DA WARD, BIEN HOA CITY,
DONG NAI PROVINCE, SR. VIET NAM AND IN CONSIDERATION OF YOUR
MAKING AVAILABLE TO THE COMPANY NAMED BELOW FACILITIES
SPECIFIED IN PARAGRAPH 3, WE HEREBY UNDERTAKE TO INDEMNIFY YOU
AGAINST ANY CLAIM OR LOSS YOU MAY SUFFER OR INCUR BY REASON OF
MAKING BANKING FACILITIES AVAILABLE TO LILAMA 45.4 JOINT STOCK
COMPANY PROVIDED THAT OUR LIABILITY SHALL NOT EXCEED THE
AMOUNT OF USD 91,000.00 (IN WORDS: NINETY ONE THOUSAND UNITED
STATES DOLLARS ONLY).
2. PAYMENT UNDER THIS INDEMNITY SHALL BE MADE ON YOUR FIRST
WRITTEN OR AUTHENTICATED TELEX DEMAND WITHOUT ANY FURTHER
PROOF OR CONDITION.
3. THE FACILITY COVERED BY THIS INDEMNITY IS AS FOLLOWS:
TYPE: PERFORMANCE GUARANTEE
ON THE ACCOUNT OF: LILAMA 45.4 JOINT STOCK COMPANY
AMOUNT: USD 91,000.00
TENOR: FROM 1 MARCH 2008 TO 30 JUNE 2010
4. PLEASE ISSUE YOUR GUARANTEE PER THE FORMAT BELOW:

QUOTE

PERFORMANCE BANK GUARANTEE


Bank Guarantee No:.......................................................
Date: February 28th, 2008

To: Alstom Projects India Ltd.


Address: Chandiwala Estate, Maa Anand Mai Marg, Kalkaji, New Delhi

Dear Sirs,
In consideration of Alstom Projects India Ltd. (hereafter referred to as the “Contractor”
which expression shall unless repugnant to the context or meaning thereof, include its
successors, administrators and assigns) having awarded to Lilama 45.4 Joint Stock
Company with its registered office at Hanoi Highway, Binh Da Ward, Bien Hoa City,
Dong Nai Province, SR. Viet Nam (hereafter referred to as the “Sub-contractor”), which
expression shall unless repugnant to the context or meaning thereof, include its
successors, administrators and assigns), a contract resulting into a Contract bearing No.
APIL/NGUM/ 750006183 dated Feb 9th, 2008 valued USD 910,000.00 (in words: Nine
hundred and ten thousand US Dollars) for Erection of Hydro Mechanical Equipment for
Package 2A for Nam Ngum 2 Hydroelectric Project in Lao PDR, Thailand (Hereafter
called the Contract) and Sub-contractor having agreed to provide a Contract Performance
Guarantee for the faithful performance of the entire Contract equivalent to USD
91,000.00 (in words: Ninety one thousand US Dollars) being 10% (Ten percent) of the
said value of the Contract to the Contractor.

We, The Hongkong and Shanghai Banking Corporation Limited, Ho Chi Minh City
Branch, 235 Dong Khoi, district 1, Ho Chi Minh City (hereafter referred to as the Bank,
which expression shall unless repugnant to the context or meaning thereof, include its
successors, administrators and assigns) do hereby guarantee and undertake to pay the
Contractor, on demand any or all monies payable by the Sub-contractor to extent of USD
91,000.00 (in words: Ninety one thousand US Dollars) (10% of Contract Price) as
aforesaid at any time up to March 31st, 2010 (hereinafter called the Completion Date)
without demur, reservation, contest, recourse or protest and/or without any reference to
the Sub-contractor. Any such demand made by the Contractor on the Bank shall be
conclusive and biding notwithstanding any difference between the Contractor and the
Sub-contractor or any dispute pending before any Court, Tribunal, Arbitrator or any
other authority. The Bank undertakes not to revoke this guarantee during its currency
without previous consent of the Contractor and further agrees that the guarantees herein
contained shall continue to be enforceable till the Contractor discharges this guarantee or
until the Expiry Date, whichever is earlier.

The Contractor shall have fullest liberty, without affecting in any way the liability of
Bank under this guarantee, from time to time to extend the time for performance of
contract by the Sub-contractor. The Contractor shall have the fullest liberty, without
affecting this guarantee, to postpone from time to time the exercise of any powers vested
in them or of any right which they might have against the Sub-contractor, and to exercise
the same at any time in any manner, and either to enforce or to forbear to enforce any
covenants, contained or implied, in the contract between the Contractor and the Sub-
contractor or any other course or remedy or security available to the Contractor. The
Bank shall not be released of its obligations under these presents by any exercise by the
Contractor of its liberty with reference to the matters aforesaid or any of them or by
reason of any other act or forbearance or other acts of commission or commission on the
part of the Contractor or any other indulgence shown by the Contractor or by any other
matter or thing whatsoever which under law would, but for this provision have the effect
of relieving the Bank.

The Bank also agrees that the Contractor at its option shall be entitles to enforce this
Guarantee against the Bank as a principal debtor, in the first instance without proceeding
against the Sub-contractor and notwithstanding any security or other guarantee the
Contractor may have in relation to the Sub-contractor’s liabilities.
Notwithstanding anything contained herein above our liability under this guarantee is
restricted to USD 91,000.00 (in words: Ninety one thousand US Dollars) and it shall
remain in force up to and including 90 days upon the date of Completion, i.e on 30 June
2010 (hereinafter called the Expiry Date) and may be extended from time to time for
such period (not exceeding one year), as may be desired by M/s Alstom Projects India
Ltd on whose behalf this guarantee has been given.

This guarantee is not transferable or assignable.


This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG), ICC
Publication No. 458.

UNQUOTE

5. THIS INDEMNITY SHALL EXPIRE ON 14 JULY 2010 (INCLUSIVE 14 DAYS FOR


ADMINISTRATION PURPOSES, BY WHICH DATE YOUR DEMAND(S)
HEREUNDER, IF ANY, MUST HAVE BEEN RECEIVED BY US. THEREAFTER,
THIS INDEMNITY SHALL AUTOMATICALLY CEASE TO HAVE ANY EFFECT.
WE ALSO CONFIRM THAT THIS INDEMNITY WILL BE AUTOMATICALLY
EXTENDED FROM TIME TO TIME FOR SUCH A PERIOD (NOT EXCEEDING
ONE YEAR) AS MAY BE DESIRED BY M/S ALSTOM PROJECTS INDIA LTD
AND/OR THE HONG KONG AND SHANGHAI BANKING CORPORATION
LIMITED, HO CHI MINH CITY BRANCH WITHOUT ANY OBJECTIONS OR
DISAGREEMENT.
6. THIS INDEMNITY SHALL NOT BE DISCHARGED OR AFFECTED BY ANY ACT
OR OMISSION BY YOU OR ANY OTHER CIRCUMSTANCE WHICH, BUT FOR
THIS PROVISION, WOULD DISCHARGE OR AFFECT OUR LIABILITY
HEREUNDER.
7. THIS INDEMNITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH VIETNAMESE LAWS.
PLEASE DELIVER YOUR ORIGINAL GUARANTEE TO :
Bank for Investment and Development of Viet Nam – Dong Nai Branch
Address No 7, Hoang Minh Chau Street, Hoa Binh Ward, Bien Hoa City, Dong Nai
Province, SR.Viet Nam

Please issue the above format.


(The Applicant sign and seal)

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