CORPORATE GUARANTEE FOR ADVANCE PAYMENT

This guarantee made on 27th February, 2012 by … Limited, having its Working Office
at No. …, & Registered Office at … (hereinafter referred to as the “Consultant/CCE”
which expression unless repugnant to the context or meaning thereof shall mean and
include its successors, executors, administrators and assigns).

In favour of … Limited, a Company incorporated under the provisions of the

Companies Act, 1956, having its Registered office at … (hereinafter referred to as the
“Client” which expression unless repugnant to the context or meaning thereof shall
mean and include its successors, executors, administrators and assigns).

WHEREAS

a) The Client above named has placed a Contract bearing dated 03rd February,
2012 for the Project Management Services (hereinafter referred to as the
“Contract”) required for its 2 x 350 MW Coastal Thermal power Project to be set
up at its site in … Consultant/CCE, a company incorporated under the
provisions of Companies Act, 1956 having its Working Office at …, & Registered
Office at … (hereinafter referred to as the “Consultant/CCE” which expression
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 unless repugnant to the context or meaning thereof shall mean and include its
successors, executors, administrators, and assigns), for providing services of
2 x 350 MW Power Project (hereinafter referred to as the “Contract”) for a basic
price of Rs. 4,50,00,000.00 /- (Rupees Four Crores and Fifty Lakhs only)
excluding Service Tax.

b) In terms of the provisions of the said Contract, the Client is required to pay to
the Consultant/CCE an advance amount of Rs. 45,00,000.00 (Rupees Forty
Five Lakhs only) against furnishing of a Corporate Guarantee to the Client to be
executed in favour of the Client for the said amount of Rs. 45,00,000.00 /-
(Rupees Forty Five Lakhs only) representing 10 % of the basic price of the said
Contract.

c) Accordingly, Consultant/CCE has provided this Corporate Guarantee for the

said purpose and the Client has agreed to accept this Corporate Guarantee on
terms and conditions contained hereinafter.

NOW THESE PRESENTS WITNESSETH AS UNDER:

1) In consideration of the aforesaid premises and subject to the terms and

conditions appearing hereunder, we do hereby undertake to pay to the Client
upon receipt of demand in writing from the Client such a sum as may be
quantified by the Client under this corporate Guarantee not exceeding Rs.
45,00,000.00/- (Rupees Forty Five Lakhs Only ) or part thereof shall be payable
to the Client.

2) Consultant/CCE and the Client shall be at liberty to mutually vary or alter any
of the terms and conditions of the said Contract without affecting any provisions
of this corporate Guarantee.

3) We, Consultant/CCE, do here by Guarantee and undertake to pay Client, on

demand any and all monies payable by Consultant/CCE to the extent of Rs
45,00,000.00 (Rupees Forty Five lakhs Only) as aforesaid at any time up to 31 st
December,2013 without any delay, demur, reservation, contest, recourse or
protest and / or without any reference. Any such demand made by Client on the
Consultant/CCE shall be conclusive and binding not with standing any
differences between Client and Consultant/CCE or any dispute pending before
any court, tribunal or any other authority.

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4) This corporate Guarantee shall be in addition to any other securities or
guarantees to the credit of the Client.

5) This corporate Guarantee shall not be affected in any manner by any change in
constitution of any of the Parties hereto.

6) This corporate Guarantee shall remain valid for a period upto 31 st

December,2013.

7) The Corporate Guarantee shall not be revoked during the period of its validity
menioned hereinabove unless prior discharge is given by the Client.

8) We undertake to extend this corporate Guarantee beyond its validity period

mentioned hereinabove as required under the provisons of the said contract
upon receipt of request to that effect in writing from the Client.

9) NOTWITHSTANDING anything contained hereinabove:

a. The liability under this Corporate Guarantee shall not exceed Rs.
45,00,000.00 (Rupees Forty Five Lakhs only).

b. This Corporate Guarantee shall remain valid till 31 st December,2013.

c. We shall be liable to pay to the Client under this corporate Guarantee only
and only if the Consultant/CCE received a written claim or demand as
aforesaid from the Client under this Corporate Guarantee on or before 31 st
December,2013.

Place: For … Limited

Witness
For … Limited
1.
2.

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