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This agreement is made and entered on this day March 2009
by and between:
xxxx herein represented by xxxx bearer of xxxPassport number XXX with office at xxx hereinafter referred to as (â€œParty Aâ€);
CHINA INFRASTRUCTURE CAPITAL MANAGEMENT, INC. herein represented by MR. LIU YUAN QING bearer of United States Of America Passport Number 097359100, with address at 1330 Livingston Ave, Section 6, North Brunswick, NJ 08902 United States of America, hereinafter referred as (â€œParty Bâ€),
A. Party A has the required financial instrument in form of Standby Letter of Credit (â€œSBLCâ€) from top (10) ten world prime banks.
B. Party B or through its trustee company has the bank credit facilities granted by the Bank of China (Hong Kong) Limited and agrees to provide the bank credit facilities.
C. Both PARTIES agree to utilize the facilities for the purpose of their respective projects.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. PARTICULARS OF BANK INSTRUMENTS
Party A agrees to provide the bank instrument as follows:-
Instruments : STANDBY LETTER OF CREDIT (â€œSBLCâ€), ICC NO. 600 (Appendix â€œAâ€)
Currency : USD
Issuing Bank : XXXXXXXX
Contract Value : USD 500,000,000.00 (US Dollar Five Hundred Million only)
Denomination : USD SSS X ? trance
Term : (12) Twelve Months
Age : New Issue
Name of Applicant : XXX GROUP CO LTD
Transaction Mode : MT799, MT760 & Telegraphic Transfer
2. CLOSING PROCEDURES
1. Both Parties signs this Joint Venture Agreement with full Bank Coordinates as the legal binding document.
2. Within seven (7) banking days, Party A will instruct its Issuing Bank to send out a Pre Advice via MT799 SWIFT to the Receiving Bank of Party B for confirmation of:-
a. its account readiness of receiving the Standby Letter of Credit (â€œSBLCâ€) , and
b. the verbiage of the SBLC
3. The Receiving Bank of Party B will reply with confirmation via MT799 SWIFT.
4. The Issuing Bank of Party A issues the Standby Letter of Credit (â€œSBLCâ€) by MT760 SWIFT to the Receiving Bank of Party B.
5. Upon the SBLC is verified, authenticated and accepted by the Receiving Bank of Party B, the fund will be drawn down as follows:-
SBLC Face Value 100%
Draw Down Value 90%
Utilized Fund 80%
6. The Utilized Fund will then be disbursed as follows:-
Party A 10%
Party B 10%
Fund Reserve for Trade Program 80%
7. The return of the Trade Program will be used in priority to settle the utilized credit line plus bank interest & charges so that the SBLC can be redeemed and released from the Receiving Bank of Party B to the Issuing Bank before its maturity. Any surplus return will be shared by both Parties equally.
8. The disbursement of 10% each to Party A & B, shall be remitted by wire transfer within (10) ten banking days upon draw down subject to the clearance obtained from the Hong Kong Monetary Authority (â€œHKMAâ€).
9. The disbursement of the return from the Trade Program to Party A & B is subject to the terms and conditions as agreed in the Trade Contract signed with the Trader in London.
3. BANK COORDINATES
3.1 The Bank Coordinate of the Issuing Bank of Party A is as follows:-
Name of Account :
Account No :
SWIFT CODE :
Bank Name :
Bank Address :
Bank Officer :
Bank Tel No :
Bank Fax No :
3.2 The Bank Coordinate of the Receiving Bank of the Party B is as follows:-
Name of Beneficiary: CHINA INFRASTRUCTURE CAPITAL MANAGEMENT LTD
Beneficiary Address: Room A, 22/F, Wing Sing Commercial Centre, 12-16 Wing Lok Street, Sheung Wan, Hong Kong.
NAME OF BANK : BANK OF CHINA, HONG KONG MAIN
ACCOUNT NO : 012-267-61-07276-5
SWIFT CODE : BKCHHKHH
Account Officer : MR. YAU CHI MAN, CORPORATE BANKING & FINANCIAL INSTITUTION
Tel No : +(852) 2833 8798 / Mobile: +(852) 9877 7550
Fax No : +(852) 2573 8607
e-mail : email@example.com
4. CONSENT OF THE PARTIES
Improper release of the above banking information, for any reason, without the written prior authorization of other party, shall be considered as a Breach of Contract and will make a defaulted Party to be actionable for Damages sustained hereby.
5. NON PERFORMANCE
If Party A could not cause its Issuing Bank to send out the SBLC to the Receiving Bank of Party B within (14) fourteen days from the date of signing, this Agreement document shall be rendered NULL and VOID.
The Parties agree to settle any dispute arising between them on an amicable manner. In the event of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC office in Geneva, Switzerland, by three arbitrary appointed in accordance with ICC rules.
Neither Party may assign or delegate its interest or duties without prior written consent of the other Party.
At any time during the continuance of this Agreement, the parties above-named or the successor in interest will have the right to amend this Agreement in any particular, so long as the amendment is agreed and accepted by both Parties with signatures and stamp, and any amendment so made will have the same effect as if it originally formed a part of this Agreement.
In the event that one of the articles or addendum of this Agreement is considered void and enforceable, the whole Agreement is considered enforceable and ceased to exist.
10. AGREEMENT EXECUTION
Both Parties to this Agreement represent that they have the Full Legal Authority to execute this Agreement and agree to be bound by Terms and Conditions set forth herein.
Both Parties agree that this Agreement may be executed simultaneously by and between Parties via telefax or Facsimile Transmission which should be deemed as Original. All statements made by either party are under penalty of perjury.
11. FORCE MAJEURE
Neither Party to this Agreement shall be responsible for Breach of Contract caused by an act of God, Civil Insurrections, Military War Operation or local Emergency â€“ The Parties hereby accept the International Provision of the â€œFORCE MAJEUREâ€ as defined by ICC 458, Publications, whichever relates to the Uniform Commercial Code as it relates to bank credit instruments
Upon execution below, both Parties hereto agree to the general terms and conditions herein and warrant onto the other the entire agreement between parties.
Executed by Party A for and on behalf of xxxxx
(COUNTRY) Passport No:
Accepted by Party B for and on behalf CHINA INFRASTRUCTURE CAPITAL MANAGEMENT LTD
Liu Yuan Qing