Bank Guarantee on Lease - DOC

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					                                DEED OF AGREEMENT


DATE                                :
REF                                 :
LESSEE CODE                         :
LESSOR CODE                         :
TRANSACTION CODE                    :



The Lessor                :
Address                   :
Represented by            :
Nationality               :
Passport No               :
( Hereinafter to the 'Lessor' on one part)

And

The Lessee               :
Address                  :
Represented by           :
Nationality              :
Passport No              :
(Hereinafter to the 'Lessee' on the other part)



WHEREAS. The Lessee desires to lease a Bank Guarantee (BG) from the Lessor. 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 Lessor.


WHEREAS. The Lessor desires to lease, transfer and assign all rights title and interest of the
BG/SBLC available to it to the Lessee. Lessor 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. Lessor hereby declares
under penalty of perjury that the Bank Guarantee (BG) will be backed by funds that are good,
clean, clear, and free of non criminal origin, the Bank Guarantee (BG) will be free and clear of all
liens, encumbrances and third party interests.


NOW THEREFORE, The Lessee has agreed to lease the Bank Guarantee (BG) at 12% (Twelve
Percent) of Face Value for the instrument requested and Lessor has agreed to issue Bank
Guarantee (BG) for lease and both Parties hereby agree to the following




            Lessor Initial sign :                         Lessee Initial Sign :                   1
                                DEED OF AGREEMENT

2.      DETAILS OF INSTRUMENTS


2.1.   The Borrower orders the Bank Instrument by signing this Lending and borrowing
agreement, in the form of tradable Certificate of Debt with the following details and description:



2.2. Type of Instrument                  :       BANK GUARANTEE (BG) / SBLC

2.3. Amount                              :       USD $10,000,000.00 (Ten Million United
                                                 States Dollar)

2.4. First Tranche                       :       USD $10,000,000.00 (Ten Million United
                                                 States Dollar)

2.5. Lease Fee                           :       12% (Twelve Percent)

2.6. Issuing Bank Name                   :       HSBC Bank, Hong Kong




            Lessor Initial sign :                         Lessee Initial Sign :                      2
                               DEED OF AGREEMENT

3. PROCEDURE

3.1. Borrower send duely sign this Agreement, with BCL/POF/TEAR SHEET not later than 3
days for 12 % leasing fee , to lender. and lender counter sign this agreement which shall become
a formal and enforceable agreement between both parties.


3.2. Within Three (3) Banking Days of signing Lease Agreement, Borrower shall provide
payment of the lease fee by conditional MT103/23 covering total 12% of face value of the Bank
Guarantee (BG).


3.3. Within Five (5) Banking days after receipt of the MT103/23, Lender’s BG issuing bank shall
transmit the BG via swift MT760 to Borrower's bank.


3.4. After receipt of the BG by MT760 and verification, Borrower’s bank lifts the condition from
the MT103/23 and releases the payment to the Lender's bank.


3.5. Borrower shall pay to the Lender, the agreed service fee of 10% for Intermediaries (Ten
Percent) of the face amount of the instrument for a period of one year and one day


3.6. Transaction complete



4. COST OF INSTRUMENT

4.1. Lessee shall pay to the Lessor the Lease Fee of 12% (Twelve Percent) of the face value of
the Bank Guarantee (BG) will be paid to Intermediaries.


4.2. The Bank Guarantee (BG) shall be valid for a Period of Three Years.




           Lessor Initial sign :                        Lessee Initial Sign :                    3
                                DEED OF AGREEMENT

5 NON-SOLICITATION

The Lessee hereby confirms and declares that the Lessor, 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 solicitation for this
transaction or for future transactions.




6 EVENT OF DEFAULT

6.1. Non-observance of one or more of the above mentioned articles will render this agreement
null and void.


6.2. Failure of Borrower to issue the Payment within a maximum of 10 banking days after signing
of contract, the signed contract shall become null and void.


6.3. In any provision of this Agreement is declared by any judicial or other competent authority to
be void or otherwise non enforceable, that provision shall be severed from the Agreement and the
remaining provisions of this Agreement shall remain in full force and effect..




7 ARBITRATION


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 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.



8 LESSEE’S OBLIGATION T0 RE-DELIVERY

The Borrower must return the bank instrument unencumbered to the Lender 15 days before his
maturity date. If Borrower fails to return the Bank Instrument 15 days before maturity in
accordance with this Agreement, Borrower is liable for any damages caused thereby and this
Agreement will be null and void. The Borrower will have the possibility to extend the leasing
period for another 2 years




            Lessor Initial sign :                         Lessee Initial Sign :                    4
                               DEED OF AGREEMENT

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. 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.


For and On behalf of the LESSOR.




Name:
Title:
Passport No:
Issue date:
Expiry date:




For and On behalf of LESSEE.




Name:
Title:
Passport No:
Issue date:
Expiry date:




           Lessor Initial sign :                         Lessee Initial Sign :                  5
                           DEED OF AGREEMENT

PASSPORT COPY OF LESSEE :




       Lessor Initial sign :             Lessee Initial Sign :   6
                                 DEED OF AGREEMENT

BANK COORDINATES


LESSOR’S BANK COORDINATE TO RECEIVE THE MT 103/23


Bank
Address

Account Name
Account Number
SWIFT CODE:
BANK OFFICE NAME




LESSEE’S RECEIVING BANK TO RECEIVE THE MT 760


Bank
Address
Account Name
Account Number
SWIFT CODE:
BANK OFFICE NAME


LESSEE’S BANKING COORDINATES TO ISSUE CONDITIONAL MT 103/23


Bank
Address
Account Name
Account Number
SWIFT CODE:
IBAN No.
Bank tel.:
Bank fax.




             Lessor Initial sign :             Lessee Initial Sign :   7
                    DEED OF AGREEMENT

               FORMAT OF BANK GUARANTEE




Lessor Initial sign :             Lessee Initial Sign :   8
                                 DEED OF AGREEMENT

                                APPENDIX “MT-103/23”


Sender By:                           SWIFT MT-103 Field 23
Reference:                           Conditional SWIFT
Conditional SWIFT No:                XXX-XXX
Issued By:                           XXXXXXXXX)
Address:                             XXXXXXX
Issue Date:                          XXXXXXXX
Expiration Date:                     XXXXXXXXX
Amount:                              XXXXXXXXX

Beneficiary's Receiving Bank: ....................(Please fill in)
Address:                      ....................(Please fill in)
Telephone:                   ....................(Please fill in)
Fax Number:                  ....................(Please fill in)
SWIFT / BIC Code:            ....................(Please fill in)
Name of Bank Officer:        ....................(Please fill in)
Beneficiary:                 ....................(Please fill in)

We, (Lessee Bank Name) on behalf of our client, (Lessee Company), hereby present our
Conditional, Irrevocable, Assignable, Transferable and Callable cash-backed SWIFT wire transfer
in your favour for the account of your client, holding Account Number: XXX-XXX for an amount of
USD$___________________ (___United States Dollar).

This Conditional Irrevocable SWIFT is a binding payment commitment by us and we hereby
undertake to wire transfer the said amount to you in favor of your client, only upon the delivery,
confirmed and authenticated via S.W.I.F.T. of a MT760 / Standby Letter of Credit issued by
XXXXXXXXXXXXXXXXXX(Please fill in name of issuing bank) and received by (Lessee Bank)
located at (Lessee Bank Address). In the event the MT760 is not delivered via SWIFT on/or before
XXday, Month xx , 2010 at 07:00 am our local time this instrument will automatically will be
canceled/expired and no more further notice will follow.

This Conditional, Irrevocable, Divisible, Assignable, Transferable, Callable cash-backed SWIFT
wire transfer is valid until the expire date on xxxday, Month 00, 2010 at 07:00 am our local time.

This is an operative bank instrument and is subject to the Uniform Commercial Code as it relates
to bank credit instruments.


//SIGNATURE OF BANK OFFICER & TITLE//




                       UNDER LESSEE COMPANY LETTERHEAD
                         CLIENT INFORMATION SHEET


             Lessor Initial sign :                             Lessee Initial Sign :                 9
                              DEED OF AGREEMENT


In accordance with Articles two (2) through five (5) of the Due Diligence Convention and
the Federal Marketing Commission Circular of December 1998, concerning the
prevention of money laundering, the following information may be supplied to banks
and/or other Federal Institutions for verification purposes.


  1) Borrower’s Name                  :
     Full Name of Business            :
     Business Address                 :
     Business Registration No.        :
      Registered Address              :

      Telephone                       :
      Facsimile                       :
      E-Mail Address                  :


  2) Signatory’s Information
     Full Name                        :
     Nationality                      :
     Passport No.                     :
      Passport – Issuing Country      :
      Date if Issue                   :
      Place of Issue                  :
      Date of Expiration              :
      Date of Birth                   :
      Place of Birth                  :
      National Identity No.           :
      Home Address                    :
      Home Telephone                  :
      Mobile Telephone                :
      Facsimile                       :
      E-Mail Address (personal)       :




                     UNDER LESSEE COMPANY LETTERHEAD


          Lessor Initial sign :                    Lessee Initial Sign :             10
                              DEED OF AGREEMENT



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 funds is in compliance with Anti-Money-Laundering
Policies as set forth by the Financial Action task Force (FATF) 6/01.


Signed on the __Day __Month__Year

Corporate Seal



_____________________________
Name:
Title:
Passport No:




                   UNDER LESSEE COMPANY LETTERHEAD



          Lessor Initial sign :                     Lessee Initial Sign :                 11
                            DEED OF AGREEMENT

                     NON-SOLICITATION STATEMENT

Date:

To: PCO INVESTMENT INTERNATIONAL PTE LTD



I, ____________________(NAME OF LESSEE) AS AUTHORIZED SIGNATORY OF
_________________________(LESSEE COMPANY NAME), DO HEREBY CONFIRM
THAT I HAVE REQUESTED PCO INVESTMENT INTERNATIONAL PTE LTD, SPECIFIC
CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF
REGARDING CURRENTLY AVAILABLE FUNDS EXCHANGE AGAINST BANK
Instruments SBLC etc, TO SERVE ONLY MY INTEREST, EDUCATION AND NOT FOR
FURTHER DISTRIBUTION.


I, AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN
DIRECT RESPONSE TO MY REQUEST AND IS NOT IN ANY WAY CONSIDERED, OR
INTENDED TO BE A SOLICITATION OF FUNDS OF ANY SORT OR TYPE OF
OFFERING, AND FOR MY GENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER
PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS INFORMATION FROM YOU
AND YOUR ORGANIZATION OF MY CHOICE ON MY FREE WILL AND FURTHER,
THAT YOU HAVE NOT SOLICITED ME IN ANY WAY.


I HEREIN REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED
WITH ANY GOVERNMENT AGENCY SUCH AS SECRET SERVICE, IRS, FBI, CIA, SEC,
BANKING COMMISSION, OR ANY AGENCY WHOSE PURPOSE IS TO GATHER
INFORMATION REGARDING SUCH OFFERING.


I UNDERSTAND THAT THE CONTEMPLATED TRANSACTION IS STRICTLY
EXCHANGING FUNDS AGAINST STAND BY LETTER OF CREDIT/SBLC /Or Vice Versa
,AND IS NO WAY RELYING UPON, OR RELATING TO THE UNITED STATES
SECURITY ACT OF 1933, AS AMENDED OR RELATED REGULATIONS, AND DOES
NOT INVOLVE THE SALE OF SECURITIES. FURTHER, I HEREBY DECLARE THAT
YOU, THE PROVIDER, HAVE DISCLOSED THAT YOU ARE NOT A LICENSED
SECURITY TRADER, ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC
ACCOUNTANT OR FINANCIAL PLANNER.




        Lessor Initial sign :              Lessee Initial Sign :     12
                               DEED OF AGREEMENT
ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A
PRIVATE INDIVIDUAL AND THAT THIS IS A TRANSACTION THAT IS EXEMPT FROM
SECURITIES ACT AND NOT INTENDED FOR THE GENERAL PUBLIC, BUT “JUST FOR
MY PRIVATE USE ONLY”



For and on behalf of




_________________________________________
Signatory Name:
Title:
Date of Issue:
Date of Expiration :
Country:




           Lessor Initial sign :             Lessee Initial Sign :   13

				
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