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1、Date : xxth Oct 2011This DEED OFAGREEMENT （DOA） is made and entered into on . of . in 2011 between the parties described belowThe Provider: Address: Represented by: Nationality: Passport Number: Email address:Mobile No.：(Hereinafter to the Provider on one part) （以下称“Provider”）And The Lessee: Address
2、: Represented by: Nationality: Passport Number: Email address: Mobile number: (Hereinafter to the Lessee on the other part) WHEREAS, the Parties, aware of their respective obligations hereto mentioned have entered into this Agreement, obligate and bind themselves legally under warranty and manifest
3、with full personal and legal responsibilities that they are capable and financially stable to enter into this agreement and discharge their obligations with commitment to deliver performance in accordance with the terms and conditions herein obtained in this agreement.The Lessee desires to lease SBL
4、C from the Provider. Lessee confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the lease of this instrument is ready and Lessee further confirm to cooperate with the Provider.WHEREAS. The Provider desires to lease, transfer and assign all right
5、s title and interest of the BG available to it to the Lessee. Provider represents and warrants that it has the ability and resource to arrange through associates, contracts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to Lessee. Prov
6、ider hereby declares under penalty of perjury that the SBLC will be backed by funds that are good, clean, clear, and free of non criminal origin, the SBLC will be free and clear of all liens, encumbrances and third party interests. NOW THEREFORE, the Lessee has agreed to lease the SBLC at 8% of Face
7、 Value for the instrument requested and Provider has agreed to issue for lease and both Parties hereby agree to the following:Description of Instrument 单据描述1. Instrument: Cash backed Stand By Letter of Credit SBLC（Annex A）单据类型 以现金为抵押的备用信用证SBLC（附件A）Currency : EUR 币种 欧元3. Age of Issue: Fresh Cut 已开年限
8、4. Term: One year and One day 有效期限 一年零一天5. Face Value : 10 Million min to 50B 面额 1000万至500亿6. Issuing Bank 7. Lease Fee: Eight percent (8%) of Face Value 费用8%8. Commission: Two (15%) of Face Value 佣金15%9. Delivery Term: By SWIFT MT760 信用证指令 SIWFT MT 76010. Payment Term: By ICBPO via MT799 (Annex B)
9、11. Hard Copy: By Bank Bonded Courier SBLC正本 银行传输渠道 电子打印版本 由银行TRANSATION PROCEDURE 交易手续：1. Lessee signs and submits the Agreement (DOA) with full banking details along with CIS, Certificate of Incorporation, Board Resolution, Signatory passport copy and IFPA to Provider. 租证方签署本协议并附上全部银行信息提交给Provider
10、，同时应一并提交CIS（客户信息表） 、公司营业执照、董事会决议和签名护照复印件。2. Provider countersigns the Agreement and returns it to the Lessee along with Providers full banking information, Certificate of Incorporation, Signatory passport copy, which makes the Agreement become a full commercial recourse and legal contract binding on
11、 the parties and both parties lodge the contract with respective bank开证方在确认接证方又能力接证后会签回该文档并附上开证的银行资料 公司执照 以及签署者的护照信息。当双方都签署了该协议后，该协议将具有法律约束，具有完整的商业追索合约。同时该协议会转给银行作为存底。3. Within 3 banking days upon receipt of the countersigned DOA, the Lessee shall instruct his bank to issues a ICBPO（Annex B）by MT799
12、 to the Providers designated bank account for leasing fee of 8% of face value of bank instrument of First tranche在收到经会签的本协议的三个银行工作日内，租证方指示其银行开出MT799格式的ICBPO（附件B），用以面额8%的首笔配款租金。4. Within 3 banking days after receipt and verification of the ICBPO, Provider will instruct his issuing bank to issue and d
13、eliver the Bank Instrument (Annex A) by SWIFT MT760 in favor of the Lessee or his designated party to Lessees receiving bank for verification and Authentication.经确认收到ICBPO后的三个银行工作日内，Provider应指示其开证行开出并邮寄以租证方或租证方指定的某一方为受益人的SWIFT MT760备用信用证给租方接证行，供验证并确认。5. Within 5 banking days upon receipt ,verificati
14、on & authentication and validation of MT760 Bank Instrument on bank to bank basis, Lessee bank will effect full payment 8% leasing fee to Providers designated bank account by Swift wire as per ICBPO and pays 2% commission into respective paymaster as per FPA. 在收到了MT760的5个银行工作日后依据有关协议付款。6. Within 7 b
15、anking days after receipt of payment of the leasing fees and commission, the Provider bank will deliver the hard copy of the Bank instrument to the Lessees bank by bank bonded courier.在收到有关款项的7个工作日内，银行用银行快递将SBLC正本送到接证方银行。7. Should Lessee fails to pay the 8% leasing fees and 2% commission within allo
16、wed time stipulated in the Agreement after confirmation of SBLC MT760 in Lessees bank account, Provider will instruct the issuing bank to put a claim on the Bank Instrument thereby forcing the Lessees bank to return the Bank Instrument MT760 to the issuing Bank.如果有关费用，开证方会授权起银行将该SBLC撤销。8. Unauthoris
17、ed Bank Commmu你才同：Neither party is allowed to probe or contact the bank of the other party without authorization written of the party. Any unauthorized contact act is breach of the contract. And the Deed of agreement is considered Void and Null. 任何一方在没有允许的情况下不能与对方的银行联系。如果在未经许可的情况下联系，将视为违法，此协议将被终止。NO
18、N-SOLICITATION 禁止招揽The Lessee hereby confirms and declares that the Provider, its associates or representatives or any person or persons on its behalf has/have never ever solicited the Lessee, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicita
19、tion for this transaction or for future transactions. 租证方兹声明PENALTY 违约责任Any delay in or failure of performance by either party of their respective obligations under this agreement they shall pay 5% of the transacted face value of the said tranche as penalty. Any delay in or failure of performance by
20、 either party of their respective obligations under this agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstance beyond the control of such party.The term “Beyond t
21、he Control of Such Party “Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee
22、or prevent or remedy.任何一方在履行本协议项下各自的义务时，若出现迟延或无法履行，需支付备用信用证面额的5%作为违约金。ARBITRATION 仲裁All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the construction or application thereof or any account cost, liability to be made hereunder o
23、r as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.双方因本协议而产生的，或与本协议之缔结、适用相关的任何争端、疑问，以及由此产生的任何银行账户费用和赔偿金，均依据国际商会仲裁法案，通过仲裁解决。This agreement contains the entire agreement and understanding concerning the subject matte
24、r hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance with the
25、 laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the other it enforce any of the terms of this agreement the prevailing party shall be entitles to recover reasonably attorney fees and costs.本协议包含与合同主旨相关的全部约定及合意事项。所有先前的协商意见与提议，无论是口头的还是书面的，均为
26、本协议所取代。除非经双方书面的签署文件同意，任何一方不得对本协议作出改动、修正或调整。本协议受英联邦法律之约束并解释。任何一方若需将另一方诉诸法律，必须完全服从本协议的全部条款；占优一方有权获取合理的律师费用补偿。For and On Behalf of Lessee 受益人为租证方Signature, Signatories Name: Title: Nationality: Passport NumberCountry of Issuance: Date of Issuance: Expiry Date :Lessees Banking Coordinates to receive Ins
27、trument 接MT760银行信息Bank Name: Bank Address: Swift Code: Bank officer : Bank Tel: Bank fax : Account Name: Account No.: Lessees Banking Coordinates to pay Fees 开M799银行信息Bank Name: Bank Address: Swift Code: Bank officer : Bank Tel: Bank fax : Account Name: Account No.: For and on behalf of Provider._Pr
28、inted Name: Title : Nationality :Passport No: Issue country :Issue date :Expiry Date: Providers Banking Co-ordinates to issue InstrumentBank Name: Bank Address: Account Name ;Account Number:Bank Officer NameSwift Code :Bank Officer Name: Bank Tel :Bank Fax :IBAN/Account No.: Sort Code: Lessors Banki
29、ng Co-ordinates to receive leasing feeBank Name: Bank address: Account Name :Account Number: Bank Officer Name: Bank officer Tel:. Fax:SWIFT Code: ABA Number : Lessees passport copy 护照Providers passport copy 开证方护照Certificate of Incorporation 公司执照 Annex B DRAFT S.W.I.F.T. WIRE FORMAT MT799 ICBPOTo:Ba
30、nk Name: Bank Address : Swift code : Account Name : Account Number : Bank officer Name:From:Bank Name:Bank Address:Account Name:Account No.:Bank Officer Name:Swift Code:Transaction Code:We, (name of the issuing bank and address) on behalf of our client, ,hereby present our Irrevocable, Conditional B
31、ank Pay Order in your favor for the account of your client,.(Clients Name) holding Account NO.for an amount of Euro Million (Euro Million) This Conditional Irrevocable Pay order is a binding payment commitment by us and we hereby guarantee to wire transfer the said amount to you in favor of your cli
32、ent within 120 hours of receipt of the bank guarantee via MT760 swift as agreed in the contract. This Conditional, Irrevocable, Divisible, Assignable, Transferable, Callable cash-backed SWIFT wire transfer is valid for 7 banking days from the . Day of , 2011 and until the . day of ., 2011. This is a
33、n operative bank instrument and is subject to the Uniform Commercial Code as it relates to bank credit instruments.For and on behalf of bank name. .Bank Officer BankOfficerID No ID No.ANNEX A SBLC VERBIAGE VIA MT760 TO: FM: DATE: RE: IRREVOCABLE STANDBY LETTER OF CREDIT NO._(HEREINAFTER REFERRED TO
34、AS “THE CREDIT”) IN FAVOR OF - FOR NOT EXCEEDING EUR50M. WE HEREBY ISSUE OUR IRREVOCABLE AND UNCONDITIONAL STANDBY LETTER OF CREDIT NO._IN YOUR FAVOR UP TO AGGREGATE AMOUNT OF EUR50,000,000.00 (EUR FIFTY MILLION ONLY) WHICH REPRESENTS AND COVERS THE PRINCIPAL AMOUNT OF INDEBTEDNESS, INTERESTS OCCURR
35、ED, TAXES, FEES AND BANKING CHARGES DUE TO YOURSELVES ARISING OUT OF YOUR GRANTING A BANKING FACILITY (THE “FACILITY”) TO CO.LTD (THE “BORROWER”).UPON PRESENTATION OF YOUR AUTHENTICATED SWIFT CLAIM ON OR BEFORE THE EXPIRY DATE OF THE CREDIT TO US CERTIFYING THAT THE BORROWER FAILED TO PERFORM IN ACC
36、ORDANCE WITH THE TERMS AND CONDITIONS OF THE FACILITY AND THE AMOUNT DRAWN HEREUNDER REPRESENTS AND COVERS THE PRINCIPAL AMOUNT OF UNPAID INDEBTEDNESS, INTERESTS OCCURRED, FEES, TAXES AND YOUR BANKING CHARGES THEREON DUE TO YOU BY THE BORROWER, WE WILL PAY YOU THE AMOUNT SPECIFIED IN YOUR AUTHENTICA
37、TED SWIFT UP TO AND AMOUNT EQUAL TO THIS CREDIT LIMIT WITHIN 5 WORKING DAYS AFTER THE RECEIPT OF THE ABOVE AUTHENTICATED SWIFT.EXCEPT AS EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY AGREEMENT, CONDITION OR QUALIFICATION.THIS STANDBY LETTER OF CREDIT IS VALID UNTIL AND WILL BECOME
38、NULL AND VOID AUTOMATICALLY AFTER THE EXPIRY DATE. CLAIMS HEREUNDER IF ANY, MUST BE RECEIVED BY US ON OR PRIOR TO THE EXPIRY DATE OF THIS CREDIT AT OUR COUNTER.YOU CLAIM MUST BEAR THE CLAUSE “DRAWN UNDER STANDBY LETTER OF CREDIT NO._“WE ENGAGE WITH YOU THAT AUTHENTICATED SWIFT DRAWN UNDER AND IN COM
39、PLIANCE WITH TERMS OF THIS CREDIT SHALL BE DULY HONORED.MULTIPLE DRAWINGS ARE PERMITTED.THIS CREDIT IS SUBJECT TO THE PROVISION OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDIT (2007 REVISION) INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO.600Bank Officer (1) Bank Officer (2)Title & Pin
40、 No. Title & Pin No. CLIENTS INFORMATION SHEET Date: xx Sept. 2011In accordance with Articles 2 (Two) through 5 (Five) of the Due Diligence Convention and the Federal Marketing Commission Circular December 1998, concerning the prevention of money laundering, the following information may be supplied
41、 to Banks and/or other Federal Institutions for purposes of verification. 1. Lessees Name 接证方公司名称Company Name : Address Business Registration No.: Telephone No. : Facsimile No. : Email Address : 2. For this transaction Represented by: 接正方负责人信息Nationality : Passport Number: . Date of Issue / Expiry:D
42、ate of Birth Place of Birth . Address . . Telephone No. .Mobile No. . Facsimile No. .Email Address .3. Legal Counsel: 法律顾问Address : Telephone No. Facsimile No. Email Address :4 .Lessees Banking: 接正方银行信息Name of Bank . Bank Address . Account Name . Account Number Account Signatory : IBAN Number . S.W.
43、I.F.T. Code . Bank Officer / Title .:Telephone No. . . Facsimile No. Email Add : 5. Funds Information: Origin: Funds by : .Amount available for this transaction: . Are funds clean and clear? YES ! 你的资金是否干净和清洁的 ？ 是的6. Brief Description of Business / Corporate Activities: Declaration: I hereby swear under penalty of perjury, that the information provided is both true and accurate. I am the signatory on the aforementioned Bank account. All monies engaged in this transaction are derived from non-criminal origin; and, are good, clean and cleared. The origin of fun
