Exhibit 10.3
ThermoEnergy Corporation
124 West Capitol Avenue
Little Rock, Arkansas
72201
February 25, 2009
Babcock-Thermo
Carbon Capture LLC
c/o Babcock
Power Inc.
Attention:
William J. Ferguson, Jr., Vice President Administration &
General Counsel
One Corporate
Place
55 Ferncroft
Road
Danvers, MA
01923
Babcock Power
Development, LLC
c/o Babcock
Power Inc.
Attention:
William J. Ferguson, Jr., Vice President Administration &
General Counsel
One Corporate
Place
55 Ferncroft
Road
Danvers, MA
01923
Re:
Agreement
to Indemnify Certain Members of Babcock - Thermo
Carbon
Capture LLC (the
“Company”)
To Whom It May
Concern:
Reference is
hereby made to the Limited Liability Company Agreement of the
Company (the “ Agreement ”), dated as of
February 25, 2009, by and among Babcock Power Development, LLC, a
Delaware limited liability company (“ Babcock
”), and ThermoEnergy Power Systems, LLC, a Delaware limited
liability company (“ TEPS
”). Capitalized terms which are used herein
without definition and which are defined in the Agreement shall
have the same meanings herein as in the Agreement.
The undersigned
hereby acknowledges and agrees that it is the Member Parent of
TEPS.
In accordance
with Section 7.07(C) of the Agreement, in exchange for good
and valuable consideration, the receipt and s
