苏格兰皇家银行开证协议文本

DEED OF AGREEMENT TRANSACTION CODE:Page1of20Providers Initial: Receivers Initial:DATE :TRANSACTION CODE :DEED OF AGREEMENTThe Provider :Address :Company Reg. No :Represented by :Nationality :Passport No :(Hereinafter to the PROVIDER on one Part)ANDThe Receiver :Address :Company Reg. No :Represented by :Nationality :Passport No :Telephone :WHEREAS. The receiver desires to Purchase of Stand-By Letter of Credit (SBLC) with normal MT delivery from the Provider. Receiver confirms with full corporate and legal responsibility that a fund available to fulfill the requirements for the Receiver of this instrument is ready and Receivers further confirm to cooperate with the Provider.NOW THEREFORE, The Receiver has agreed to Buying SBLC at (45% + 2%+3%) percent of Face Value for the instrument requested and Provider has agreed to Selling the SBLC to Receiver and both Parties hereby agree to the following terms stated below:Page2of20Providers Initial: Receivers Initial:DESCRIPTION OF INSTRUMENT:1. Instrument : Stand By Letter of Credit (SBLC) OR Bank Guarantee (BG)2. Total Face Value :3. First tranches :4. Issuing Bank :5. Age :6. Buying Price : 45+2% +3%of Face Value to provider plus 1% fee for provider consultant closed plus 2% for receiver consultant(closed) another 2% for receiver consultants as follow(open) :7. Delivery : SBLC MT-760 Bank-To-Bank Swift8. Payment : Wire Transfer Swift MT1039. Hard Copy :TRANSACTION PROCEDURE1. Receiver issues a full intake package in English duly completed in all respects and signed with buyers full banking co-ordinates to include: Letter of Intent/Contract (DOA)-Client Information Sheet (CIS)-Corporate Resolution -Non-Solicitation Statement (NS)-Non-Circumvention and Non-Disclosure Agreement- Receiver Signatory and Color Copy of Passport- Receiver Certificate of Incorporation (COI) Receiver of letter of inclusively and Irrevocable Master Commission Protection.2. Within 3 banking days of this fully signed contract by Provider. Providers will Move First and issue/sends R.W.A. (Readiness Willing and Able) via Bank to Bank secured email to Receiving bank and copy of the R.W.A. will be sent to receivers agent email.3. Within 2 banking days of the receipt of the said R.W.A. via Secured Email from Providers bank after that receivers will verify through bank to bank protocol complete, receiving bank will issue A bank responsible Bank Payment Guarantee or BPU to Providers bank via Swift MT799. 4. Within 2 banking days of the receipt of the said Swift MT799 BPG/BPU, Providers bank issues (Pre- Advise) of Stand By Letter of Credit via Swift MT799 to the Receiving bank and copy of the Pre-advise MT799 will be sent to the receivers agent email.5. Within 3 banking days of the receipt of the said MT799 BPG/BPU , Providers bank will issue Stand By Letter of Credit via Swift MT760 to the receivers bank. For authentication, confirmation and verification and copy of the Stand By Letter of Credit will be sent to receivers agent email.Page3of20Providers Initial: Receivers Initial:6. Within 3 banking days of confirmation and verification of the Swift MT760 Bank Guarantee, full payment is released BPG/BPU to the Provider inclusive commissions by receiving bank.7. Within 7 banking days after confirmation of receipt of full payment, the Provider will deliver the hard copy of the Stand By Letter of Credit MT760 to the Receiver bank via bank bonded courier.Should Receiver default to pay the buying fees to the Purchaser and the brokers commission fees as agreed after 7 banking days of confirmation of the said buying SBLC MT760 in receivers bank account, Purchaser will instruct the issuing bank to put a claim on the said buying SBLC thereby forcing the Receivers bankers to return the buying SBLC MT760 to the issuing Bank.NON-SOLICITATIONThe Receiver hereby confirms and declares that the Purchaser, its associates or representatives or any person or persons on its behalf has/have never ever solicited the Receiver, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.FORCE MAJEUREAny delay in or failure of performance by either Party of their respective obligations under this Agreement they shall pay 1% as penalty.Any delay in or failure of performance by 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 the 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 or prevent or remedy.ARBITRATIONAll 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 or 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.This Agreement contains the entire Agreement and understanding concerning the subject matter 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. Page4of20Providers Initial: Receivers Initial:This Agreement will be governed by and construed in accordance with the 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.The Provider and Receiver agree to the following banking co-ordinates pertaining to the agreement herein above stated: PROVIDERS BANK CO-ORDINATES TO ISSUE MT760 SBLC:BANK NAME : ROYAL BANK OF SCOTLAND PLC.BANK ADDRESS :SWIFT CODE :BANK ACC. No: :BANK ACCOUNT NAME :ACCOUNT SIGNATURE :BANK OFFICER NAME :BANK OFFICER PHONE :BANK OFFICER FAX :BANK OFFICER EMAIL :PROVIDER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED; THE RECEIVING BANK IS DIFFERENT TO SENDING BANK. (ITS OUR BANK REGULATIONS AND PROCEDURE).RECEIVER/ BENEFICIARY BANK COORDINATES TO RECEIVE MT760 OF BUY SBLCBANK NAME :BANK ADDRESS :SWIFT CODE :BANK ACC. No: :BANK ACCOUNT NAME :BANK OFFICER NAME :BANK OFFICER FAX :BANK OFFICER EMAIL :BANK OFFICER PHONE :Page5of20Providers Initial: Receivers Initial:PROVIDERS BANK COORDINATES TO RECEIVE FEE BY MT103 PAYMENT OF 45%BANK NAME :BANK ADDRESS :SWIFT CODE :BANK ACC. No: :BANK ACCOUNT :ACCOUNT SIGNATURE :BANK OFFICER :BANK OFFICER :BANK OFFICER :BANK EMAIL :In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents, companies, designees, trustees or executors, it is understood and agreed that the Parties hereto are mutually desirous of effecting this business transaction in co-operation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions:1. Each Party agrees that they will not make any Agreement with, deal with or be involved with individuals, trader and investor introduced by another signatory without specific permission of the introduced signatory for the Provider.2. The signatory agrees to keep confidential the identity of and all contacts so Provided by any other signatories.3. The Parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the end of every transaction.4. This Agreement shall be legally binding on the Parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world.5 The Parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings.This Agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any Party will permit no attempt or hint of circumvention.Page6of20Providers Initial: Receivers Initial:Each of the above Parties agrees and understands that any overt or covert action of circumvention prescribed by this Agreement shall be a fraudulent act against the other Party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process.For and On behalf of the Issuer. For and On behalf of the Buyer.Company: ABC 74 Limited Company: Signatory Name: Signatory Name:Title : Title :Passport # : Passport # :Issue Date : Issue Date :Expiry Date: Expiry Date :EMAIL - R.W.A. (SBLC Providers bank)SWIFT INPUT: EMAIL : RWA SENDER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER: RECEIVER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER: IN FAVOR OF: SWIFT MESSAGE TEXTPage7of20Providers Initial: Receivers Initial:ATTENTION: (ACCOUNT BANK OFFICER)WE -(ISSUING BANK AND ADDRESS)-, HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) STAND BY LETTER OF CREDIT(BG) ICC FORMAT ON BEHALF OF OUR CLIENT, -ORDERING CUSTOMER()- IN THE TOTAL AMOUNT OF -(AMOUNT IN WORDS)(AMOUNT IN FIGURES) IN FAVOR OF -(BENEFICIARY)-, ACCOUNT NUMBER:-THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY, UPON RECEIPT OF CLEARANCE FROM OUR CLIENT.THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT STAND BY LETTER OF CREDIT(BG).THESE PRE-ADVISE IS VALID FOR FIVE (5) INTERNATIONAL BANKING DAYS ONLY AS AN OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.FOR AND ON BEHALF OF - (ISSUING BANK AND ADDRESS) -.THANKS AND REGARDS,BANK OFFICER: BANK OFFICER:BANK OFFICER (1) BANK OFFICER (2)NAME: NAME:TITLE: TITLE:SWIFT MT799 BPG /BPU (Receiver Bank)(may use other format)Swift Output: Sender BankBank AddressSwift CodeBank Officer: Our Client: Client Account No: Receiving Bank Bank AddressSwift: Bank Officer: Account Holder Account NumberIBANTransaction Reference: Date DATE OF ISSUEPage8of20Providers Initial: Receivers Initial:WE, ,HEREBY PRESENT OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE CASH-BACKED CONDITIONAL BANK PAYMENT ORDER BY SWIFT MT799 IN YOUR FAVOR FOR THE ACCOUNT OF SELLERS NAME & ACCOUNT NUMBER IN THE AMOUNT OF EURO 47% OF TRANSCATION (EUROPEAN COMMUNITY CURRENCY) FOR THE PURCHASE OF THE BANK INSTRUMENTS HEREIN DESCRIBED BY VERIFICATION OF REGISTRATION CUSIP NUMBERS CORRESPONDING WITH THE ISSUED CALLABLE CUSTODIAL SAFEKEEPING RECEIPTS WITH PHYSICAL DELIVERY TO BE MADE THEREAFTER. PAYMENT OF FUNDS SHALL BE BY EITHER SWIFT OR WIRE TRANSFER TO THE DESIGNATED BANKING COORDINATES.WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN, AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.THIS IRREVOCABLE SWIFT IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT AGAINST THE BANK CERTIFIED INVOICE CONDITIONAL UPON OUR ACCEPTANCE FOR THE PURCHASE AND DELIVERY OF THE BANK INSTRUMENTS SPECIFIED BELOW:INSTRUMENTS : STAND BY LETTER OF CREDITICC758 FORMATCURRENCY : EUROPEAN COMMUNITY CURRENCYTERM : ONE (1) YEAR AND ONE (1) DAYINTEREST : 0% (ZERO COUPON)ISSUING BANKS : XXXX Bank WITH NORMAL EXCLUSIONS, DENOMINATION : EURO EUROPEAN COMMUNITY CURRENCYTHIS IS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE S.W.I.F.T. WIRE TRANSFER IS VALID FOR FIFTEEN DAYS FROM XX DAY OF XXX 2015 AND UNTIL XX DAY OF XXX, 2016 1700 CENTRAL EUROPEAN TIME.THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTSFOR AND ON BEHALF OF: NAME OF ISSUING BANK_ _BANK OFFICER (1) BANK OFFICER (2)NAME: NAME:TITLE: TITLE:Page9of20Providers Initial: Receivers Initial:ACCEPTED For and on behalf of Receivers SIGNED THISSignature:TEXT OF SWIFT MT-799 FROM SELLERS BANK FROMBANK NAME: BANK ADDRESS:BANK TEL:BANK FAX:BENK OFFICER NAME: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO: TOBANK NAME: BANK ADDRESS:BANK TEL:BANK FAX:BENK OFFICER NAME: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO: NameTitlePassport NumberDate of IssueDate of ExpiryCountry of IssuancePage10of20Providers Initial: Receivers Initial:TRANSACTION CODE:CURRENCY:AMOUNT:ISSUING DATE:MATURITY DATE:WE, , HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY, PURSUANT TO THE REQUEST AND ON BEHALF OF OUR CLIENT WITH ACCOUNT NUMBER THAT WE ARE READY, WILLING AND ABLE TO ISSUE AN UNCONDITIONAL, DIVISIBLE, AND ASSIGNABLE, CASH BACKED STANDBY LETTER OF CREDIT (SBLC) OF ICC FORMAT, TO THE BENEFICIARY IN THE TOTAL AMOUNT OF WITH MATURITY DATE OF ONE YEAR AND ONE MONTH FROM ISSUANCE DATE AND IT SHALL BE TRANSMITED VIA SWIFT MT760 WITHIN 48 BANK HOURS UPON RECEIVING OF SWIFT MT799 BLOCK FUND OF 47% TO DESIGNATED BANK ACCOUNT FROM . DESIGNATED BANK ACCOUNT. FOR AND ON BEHALF OF:ISSUING BANK ISSUING BANK ADDRESS BANK OFFICER 1 BANK OFFICER 2TITLE (PIN) TITLE (PIN)Page11of20Providers Initial: Receivers Initial:TEXT OF SWIFT MT 760 SBLC BANK NAME :ADDRESS :ACCOUNT NUMBER/IBAN :ACCOUNT NAME :BANK OFFICER : MR.SWIFT CODE :BENEFICIARY :AMOUNT : _ MILLION EUROSCURRENCY : EUROS-NORMAL-STAND BY LETTER OF CREDIT#:ISIN CODECUSIP CODECURRENCY : EUROSPRINCIPAL AMOUNT : _ MILLION EUROSDATE OF ISSUE : TO BE DETERMINEDMATURITY DATE : TO BE DETERMINEDDATE OF EXPIRY : TO BE DETERMINEDBENEFICIARY :PLACE OF ISSUE :WE THE UNDERSIGNED (_ _), HEREBY ISSUE IN YOUR FAVOUR THIS CASH-BACKED STAND BY LETTER OF CREDITIN THE AMOUNT OF 500,000,000.00 (FIVE HUNDRED MILLION EUROS ), TO COVER THE FACILITIES YOU ARE GRANTING OR WILLING TO GRANT TO YOUR CLIENT (HEREAFTER “THE BORROWER”).WE (_ _), HEREBY IRREVOCABLE AND UNCONDITIONALLY UNDERTAKE TO PAY AGAINST THIS TRANSFERABLE, ASSIGNABLE, DIVIDABLE GUARANTEE, ON YOUR FIRST WRITTEN DEMAND, IRRESPECTIVE OF THE VALIDITY AND THE LEGAL EFFECTS OF THEFACILITIES AND WAIVING ALL RIGHTS OF OBJECTION AND DEFENSEARISING FROM THE FACILITIES, ANY AMOUNT UP TO THE SUM OF 500,000,000.00 (FIVE HUNDRED MILLION EUROS ), UPON RECEIPT OF YOUR FIRST DEMAND FOR PAYMENT SENT TO US BY SWIFT MESSAGE,STATING THAT FAILED TO MEET ANY OF ITS OBLIGATIONS ARISING FROM THE ABOVE MENTIONED GRANTED FACILITIES AND THAT THE SAME HAVE BECOME DUE IN THE AMOUNT YOU ARE CLAIMING UNDER THIS GUARANTEE. SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF, FREE AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE.Page12of20Providers Initial: Receivers Initial:THIS GUARANTEE IS VALID UNTIL _ AND EXPIRES AUTOMATICALLY AND IN FULL IF YOUR WRITTEN REQUEST FOR PAYMENT MADE BY SWIFT MESSAGE IS NOT IN OUR POSSESSION ON OR BEFORE THAT DATE.THIS GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES OF THE INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION 758, EXCEPT THAT SUBARTICLE 15(A) IS HEREBY EXCLUDED AND ANY DISPUTE ARISING THERE FROM SHALL BE SETTLED EXCLUSIVELY BY THE ICC INTERNATIONAL COURT OF ARBITRATION (PARIS, FRANCE).THIS STAND BY LETTER OF CREDITIS ASSIGNABLE OR TRANSFERABLE BY .THIS MESSAGE IS AN OPERATIVE INSTRUMENT. ALL CHARGES ARE FOR THE ACCOUNT OF THE APPLICANT.THIS LETTER OF GUARANTEE EXPIRES ON _ _.BANK OFFICER NAME BANK OFFICER NAMEISSUER BANK ISSUER BANKDESIGNATION DESIGNATIONOFFICER CODE OFFICER CODEPage13of20Providers Initial: Receivers Initial:(COPY OF PROVIDERS PASSPORT IN COLOR)Page14of20Providers Initial: Receivers Initial:IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)& IRREVOCABLE CORPORATE PAYMENT ORDERDATE: BANK INSTRUMENT DESCRIPTIONDescription of Instrument:1. Instrument :2. Total Face Value :3. First tranches :4. Issuing Bank :5. Age :6. Buying Price : 45+2% +3%of Face Value to provider plus 1% fee for provider consultant closed plus 2% for receiver consultant(closed) another 2% for receiver consultants as follow(open) :Page15of20Providers Initial: Receivers Initial:7. Delivery : SBLC MT-760 Bank-To-Bank Swift8. Payment : Wire Transfer Swift MT1039. Hard Copy :I, PEK HAK BIN CEO OF THE HILLRISE RESOURCES PTE LTD., (“PAYER”), REPRESENTED AND AUTHORIZED SIGNATORY OF THE SAME. CONTAINING SINGAPORE PASSPORT, NUMBER BEING E6091057H, HAVING OFFICE AT: NO9, TEMASEK BOULEVARD #37-07A, SINGAPORE-038989, DO HEREBY IRREVOCABLY GUARANTEE, WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND AUTHORITY UNDER PENALTY OF APPLICABLE PERJURY LAWS, TO ACT AS PAYER TO PAY THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH AN IRREVOCABLE CORPORATE PAYMENT ORDER WHICH IS AN INTEGRAL PART OF ABOVECODED AGREEMENT IN THE TOTAL AMOUNT OF TWO PERCENT (2%) OF THE TOTAL FACE VALUE OF THE BANK INSTRUMENTS. TOTAL TWO PERCENT (2%) CONSULTANT FEES, ONE PERCENT (1%) FOR THE PROVISER SIDE AND ONE PERCENT (1%) FOR THE RECEIVER SIDE, WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES BENEFICIRIES FOR DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.PROVISER SIDE: 1% OF FACE VALUE OF EACH AND EVERY TRANCHE OF TOTAL CONTRACT AMOUNT, INCLUDING ANY AND ALL ROLLS AND EXTENSIONS (CLOSED):BANK NAME :BANK ADDRESS :SWIFT CODE :BANK ACC. No: :BANK ACCOUNT :ACCOUNT SIGNATURE :BANK OFFICER :BANK OFFICER :BANK OF