PaymentAgentContract代理付款条约docWord文档格式.docx

1、 AAAParty B: BBB Co., Ltd.Party C: CCC Inc. of the _Party D: DDD Ltd.Whereas1. Party B shall entrust Party D to develop and construct an Internet information service project in _（COUNTRY）.2. Party C shall be the supplier of the main exported equipment needed to develop and construct the Internet inf

2、ormation service project of Party B.3. Party A shall provide financial support for the development andconstruction of the information service project. The concrete means shall be to provide major financial support for the export of the equipment of Party C.In order to facilitate the development and

3、construction of the information service project and ensure a smooth payment, all the parties have reached, through friendly negotiation, an agreement as follows:1. Party A shall provide Party C with a support fund of US$,_ as Party Cs seller credit for the equipment Party C exports to Party D and as

4、 the project construction fund.2. Party A shall designate Party B as the agent of payment of the support fund.3. Party D shall entrust Party B to take charge of the import of the equipment needed for the project.4. Provided Party B has received the support fund from Party A, Party B agrees to give d

5、irection of payment in accordance with the import order of equipment submitted by Party D and arrange for the payment of support fund toParty C. In addition, Party B shall report the payment of the support fund to Party D so that the latter can know about and supervise the use of the said fund.5. Al

6、l the parties agree that the Contract on the Joint Establishment of an Internet Service Network concluded by Parties A, B and C on _,_,_（M,D,Y）shall be terminated on the date when this contract is concluded, and shall be replaced by the Information Service Project Contract, the Internet Information

7、Service Project Service Contract and this contract concluded by Parties B and D on _,_,_（M,D,Y）.6. Any differences and disputes arising in the process of the construction and development of the project shall be settled by both partiesthrough consultations. Should this do not work, the disputes shall

8、 be submitted to the Beijing-based China International Economic and Trade ArbitrationCommission for arbitration in accordance with its regulations in Beijing. Theaward shall be final and binding for both parties. The loser in the arbitration shall bear the expenses incurred therein.Legal representat

9、ive: /s/ signature /s/ _ EEE Inc. （formerly Unitech Telecom Inc. of the _）Date: _,_,_（M,D,Y） Payment and Guarantee Agreement付款保证书 - SECTION 2.01 （a） The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments, as and when due （except to the extent paid b

10、y the Issuer）, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert. The Guarantors obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amount

11、s to the Holders.（b） All Guarantee Payments shall be made without deduction for or on account of any present or future taxes （other than withholding taxes）, duties, assessments or governmental charges of whatever nature imposed or levied upon the Issuer by or on behalf of the United States, any stat

12、e thereof or any other jurisdiction through which or from which such payment is made, or any authority therein or thereof having power to tax, unless the deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Guarantor shall pay such additional am

13、ounts （ Additional Interest ） as may be necessary in order that the net amounts received by the Holders after such deduction will equal the amount which would have been receivable in respect of the Series A Preferred Securities in the absence of such deduction.SECTION 2.02 The Guarantor hereby waive

14、s notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.SECTION 2.03 The obligations, covenants, agreements and

15、 duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:（a） the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied a

16、greement, covenant, term or condition relating to the Series A Preferred Securities to be performed or observed by the Issuer;（b） the extension of time for the payment by the Issuer of all or any portion of the Dividends, Redemption Price, Liquidation Distribution or any other sums payable under the

17、 terms of the Series A Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series A Preferred Securities;（c） any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exer

18、cise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series A Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind;（d） the voluntary or involuntary liquidation, dissolution, sale of any collateral, rece

19、ivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt, of or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;（e） any invalidity of, or defect or deficiency in, any of the Series A

20、 Preferred Securities; or（f） the settlement or compromise of any obligation guaranteed hereby or hereby incurred.There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.SECTION 2.04 This is a guarantee o

21、f payment and not of collection. A Holder may enforce this Guarantee Agreement directly against the Guarantor, and the Guarantor will waive any right or remedy to require that any action be brought against the Issuer or any other person or entity before proceeding against the Guarantor. Subject to S

22、ection 2.05, all waivers herein contained shall be without prejudice to the Holders right at the Holders option to proceed against the Issuer, whether by separate action or by joinder. The Guarantor agrees that this Guarantee Agreement shall not be discharged except by payment of the Guarantee Payme

23、nts in full （to the extent not paid by the Issuer） and by complete performance of all obligations of the Guarantor contained in this Guarantee Agreement.SECTION 2.05 The Guarantor shall be subrogated to all （if any） rights of the Holders against the Issuer in respect of any amounts paid to the Holde

24、rs by the Guarantor under this Guarantee Agreement and shall have the right to waive payment of any amount of Guaranty Payments in respect of which payment has been made to the Holders by the Guarantor pursuant to Section 2.01; provided, however, that the Guarantor shall not （except to the extent re

25、quired by mandatory provisions of law） exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of a payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under th

26、is Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to pay over such amount to the Holders.SECTION 2.06 The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respec

27、t to the Series A Preferred Securities and that the Guarantor shall be liable as principal and sole debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections （a） through （f）, inclusive, of Section 2.03 hereof.