TO:
IRREVOCABLE LETTER OF GUARANTEE NO.
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AT THE REQUEST OF (SELLER’S NAME AN DADDRESS) AND IN CONSIDERATION OF YOUR AGREEING TO PAY （SELLER’S NAME） (ADDRESS) , (HEREINAFTER CALLED ''THE SELLER'')THE INSTALMENTS BEFORE DELIVERY OF THE VESSEL UNDER THE CONTRACT CONCLUDED BY AND BETWEEN YOU AND THE SELLER DATED＿＿＿＿FOR THE CONSTRUCTION OF＿＿＿＿TO BE DESIGNATED
AS
HULL
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(HEREINAFTER
CALLED
''THE
CONTRACT''),WE,BANK OF＿＿＿＿,DO HEREBY GUARANTEE REPAYMENT TO YOU BY THE SELLER OF AN AMOUNT UP TO BUT NOT EXCEEDING A TOTAL AMOUNT OF UNITED STATES DOLLARS＿＿＿＿ONLY（US$＿＿＿＿）, REPRESENTING THE FIRST INSTALMENT OF THE CONTRACT PRICE OF THE VESSEL，UNITED STATES DOLLARS＿＿＿＿ONLY （US$＿＿＿＿），THE SECOND INSTALMENT OF THE CONTRACT PRICE OF THE VESSEL，UNITED STATES DOLLARS＿＿＿＿ ONLY （US$＿＿＿＿），THE THIRD INSTALMENT OF THE CONTRACT PRICE OF THE VESSEL，UNITED STATES DOLLARS＿＿＿＿ONLY （US$＿＿＿＿）AND THE FOURTH INSTALMENT OF THE CONTRACT PRICE OF THE VESSEL，UNITED STATES DOLLARS＿＿＿＿ ONLY （US$＿＿＿＿），AS YOU MAY HAVE PAID TO THE SELLER UNDER THE CONTRACT PRIOR TO THE DELIVERY OF THE VESSEL, IF AND WHEN THE SAME OR ANY PART THEREOF BECOMES REPAYABLE TO YOU FROM THE SELLER IN ACCORDANCE WITH THE TERMS (ARTICLE＿＿＿＿) OF THE CONTRACT.SHOULD
THE SELLER FAIL TO MAKE SUCH REPAYMENT WITHIN TWENTY ONE (21) DAYS FROM THE TIME OF ITS RECEIPT OF THE WRITTEN NOTICE OF RESCISSION OF THE CONTRACT FROM YOU, WE SHALL PAY YOU THE AMOUNT THE SELLER OUGHT TO PAY WITH NO INTEREST IF CANCELLATION OF THE CONTRACT IS EXERCISED BY YOU FOR THE DELAY CAUSED BY PERMISSIBLE DELAYS OR TOTAL LOSS IN ACCORDANCE WIHT THE PROVISIONS OF ARTICLE＿＿＿＿, OR TOGETHER WITH AN INTEREST AT THE RATE EQUAL TO＿＿＿＿, IF THE CANCELLATION OF THE CONTRACT IS EXERCISED BY YOU IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE＿＿＿＿OF THE CONTRACT WITHIN THIRTY(30)BUSINESS DAYS AFTER OUR RECEIPT OF THE RELEVANT WRITTEN DEMAND FROM YOU FOR REPAYMENT.
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THE WRITTEN DEMAND FOR REPAYMENT AND ANY COMMUNICATION WITH US OR WITH THE SELLER IN RESPECT OF THIS GUARANTEE, MAY BE MADE BY YOU TO US IN WRITING THROUGH YOUR BANK AND DULY AUTHENTICATED BY YOUR BANK OR BY YOUR BANK ON YOUR BEHALF THROUGH AUTHENTICATED SWIFT.
HOWEVER,IN THE EVENT OF ANY DISPUTE BETWEEN YOU AND THE SELLER IN RELATION TO:
(1)WHETHER THE SELLER SHALL BE LIABLE TO REPAY THE INSTALMENT PAID BY YOU AND;
(2)CONSEQUENTLY WHETHER YOU SHALL HAVE THE RIGHT TO DEMAND PAYMENT FROM US.
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AND SUCH DISPUTE IS SUBMITTED EITHER BY THE SELLER OR BY YOU FOR ARBITRATION IN ACCORDANCE WITH ARTICLE XIII OF THE CONTRACT, WE SHALL BE ENTITLED TO WITHHOLD AND DEFER PAYMENT UNTIL THE ARBITRATION AWARD IS PUBLISHED.WE SHALL NOT BE OBLIGATED TO MAKE ANY PAYMENT TO YOU UNLESS THE ARBITRATION AWARD ORDERS THE SELLER TO MAKE REPAYMENT.IF THE SELLER FAILS TO HONOUR THE AWARD THEN WE SHALL REFUND TO YOU TO THE EXTENT THE ARBITRATION AWARD ORDERS BUT NOT EXCEEDING THE AGGREGATE AMOUNT OF THIS GUARANTEE PLUS THE INTEREST DESCRIBED ABOVE.
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THE SAID REPAYMENT SHALL BE MADE BY US IN UNITED STATES DOLLARS. THIS LETTER OF GUARANTEE SHALL BECOME EFFECTIVE FROM THE TIME OF ACTUAL RECEIPT OF THE FIRST INSTALMENT BY THE SELLER FROM YOU AND THE AMOUNTS EFFECTIVE UNDER THE LETTER OF GUARANTEE SHALL CORRESPOND TO THE TOTAL PAYMENT ACTUALLY MADE BY YOU FROM TIME TO TIME UNDER THE CONTRACT PRIOR TO THE DELIVERY OF THE VESSEL。
HOWEVER,THE AVAILABLE AMOUNT UNDER THIS LETTER OF GUARANTEE
SHALL IN NO EVENT EXCEED ABOVE MENTIONED AMOUNT ACTUALLY PAID TO THE SELLER, TOGETHER WITH INTEREST CALCULATED, AS DESCRIBED ABOVE AT THE RATE EQUAL TO＿＿＿＿, AS THE CASE MAY BE FOR THE PERIOD COMMENCING WITH THE DATE OF RECEIPT BY THE SELLER OF THE FIRST INSTALMENT TO THE DATE OF REPAYMENTS THEREOF.
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THIS LETTER OF GUARANTEE SHALL REMAIN IN FORCE UNTIL THE VESSEL HAS BEEN DELIVERED TO AND ACCEPTED BY YOU OR REFUND HAS BEEN MADE BY THE SELLER OR OURSELVES, OR UNTIL＿＿＿＿, WHICHEVER OCCURS EARLIEST, AFTER WHICH YOU ARE TO RETURN IT TO US THROUGH YOUR BANK FOR CANCELLATION.
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THIS LETTER OF GUARANTEE IS ASSIGNABLE BY YOU WITH OUR PRIOR WRITTEN CONSENT WHICH ANYHOW NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
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THIS LETTER OF GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW. ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS LETTER OF GUARANTEE SHALL BE SUBJECT TO AND
RESOLVED BY ARBITRATION IN LONDON。
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WE HEREBY CONFIRM HEREWITH THAT WE ARE PERMITTED BY THE LAWS OF THE PEOPLE'S REPUBLIC OF CHINA TO ISSUE THIS GUARANTE WITH THIS WORDING AND ESPECIALLY TO DESIGNATE ENGLISH LAW AS THE GOVERNING LAW AND LONDON AS THE PLACE OF JURISDICTION. WE HAVE ALSO COMPLIED WITH THE RULES,REGULATIONS AND REQUIREMENTS OF FOREIGN EXCHANGE BY THE STATE ADMINISTRATION OF FOREIGN EXCHANGE OF THE PEOPLE'S REPUBLIC OF CHINA,I.E.REGISTRATION OR SIMILAR DIRECTIVES, WE CONFIRM THAT WE HAVE THE NECESSARY AUTHORIZATION TO TRANSFER FUNDS OUT OF THE PEOPLE'S REPUBLIC OF CHINA IN THE CURRENCY OF THIS GUARANTEE.UPON ITS EXPIRATION THIS LETTER OF GUARANTEE SHALL BECOME NULL AND VOID AUTOMATICALLY AND SHALL BE RETURNED TO US FOR CANCELLATION THROUGH YOUR BANK.
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UNQUOTE
