風險參與合作協(xié)議格式參考（baft標準版）模版

1、MASTER PARTICIPATION AGREEMENT FOR TRADE TRANSACTIONSDated 201*-*-*BetweenParty A AndChina Guangfa Bank Co. LtdContents 1 DEFINITIONS 4 2 TRANSACTIONS 7 3 OFFER 7 4 ACCEPTANCE 8 5 CONFLICT OF TERMS 8 6 PARTICIPATIONS AND FUNDING 8 7 DEFAULT UNDER THE PARTICIPATED TRANSACTION AND CLAWBACK 9 8 COMMISS

2、ION, FEES AND RECOVERIES 11 9 DEFAULT INTEREST 12 10 TAX AND PAYMENTS 12 11 FRAUD RISK 13 12 INFORMATION 13 13 VARIATION OF TRANSACTION 14 14 DOCUMENTARY DISCREPANCIES 14 15 GENERAL DEBT RESTRUCTURING 15 16 CONFIDENTIALITY 16 17 ASSIGNABILITY 17 18 ADDITIONAL DUTIES OF THE GRANTOR 17 19 REPRESENTATI

3、ONS AND WARRANTIES 18 20 COMMUNICATION 18 21 TERMINATION 19 22 MISCELLANEOUS 19 23 Governing LAW AND JURISDICTION 21 Appendix I OFFER AND ACCEPTANCE 22 Appendix II UNFUNDED PARTICIPATIONS 24 Appendix III FUNDED PARTICIPATIONS 25 This Agreement (the Agreement) is made the Day day of Month, Year betwe

4、en:Party A, a bank incorporated in Country, with Head Office at Address, and including any branch, subsidiary or affiliate as notified from time to time and II. China Guangfa Bank a bank incorporated in No. 713 Dongfeng Dong Road, Guangzhou, China. Head OfficeRegistered Office at Whereas: If one Par

5、ty offers to the other Party a participation (on a funded or unfunded basis) in respect of a Trade Transaction under Clause 3 and the other Party accepts such Offer under Clause 4, the provisions of this Agreement shall apply to such participation (a Participation). The Party offering the Participat

6、ion will be called the Grantor and the Party taking the Participation will be called the Participant. Now it is hereby agreed as follows: 1 DEFINITIONS For the purpose of this Agreement and any Participation Agreement, the following words and expressions shall have the following meanings: Acceptance

7、 means acceptance by the Participant of an Offer in accordance with Clause 4; Beneficiary means the person entitled to payment from the Grantor under a Participated Transaction; Business Day means a day (not being a Saturday or a Sunday) (a) on which the dealings in deposits in the Relevant Currency

8、 are carried on in the London Interbank Market; and (b) on which banks are open for interbank transactions: (i) in and ; and (ii) in the financial centre of the Relevant Currency; Clause means any clause of this Agreement; Credit Amount means in relation to a Participated Transaction, the aggregate

9、principal amount of the Grantors exposure to the Recourse Parties, as specified in the relevant Participation Agreement; Default means: any non-receipt of monies due to the Grantor by the Recourse Parties at the Due Date under a Participated Transaction; and the Grantor receiving monies from the Rec

10、ourse Parties under a Participated Transaction which it is subsequently required to return to a Recourse Party or any third party by operation of mandatory rules of law. Defaulted Amount means: a sum due to the Grantor by the Recourse Parties under a Participated Transaction which has not been recei

11、ved by the Grantor; anda sum received by the Grantor from the Recourse Parties under a Participated Transaction which the Grantor is subsequently required to return to a Recourse Party or any third party by operation of mandatory rules of law. Due Date means any date on which payment to the Grantor

12、by the Recourse Parties is due under a Participated Transaction; Funded Participation means a Participation on a funded basis;General Debt Restructuring means any rescheduling or reorganization of the indebtedness (or any class of the indebtedness) of a Recourse Party, including (without limitation)

13、 by way of novation, release payment, refinancing or assumption of obligations by third parties which satisfies the following test: the holders of more than half of the indebtedness (or of any class of the indebtedness, if applicable) participate in or agree to the same; andthe same arises in relati

14、on to any actual or purported insolvency, payments difficulty, moratorium (unilaterally declared or otherwise), exchange control or transfer restrictions, withholding of foreign currency payments or similar circumstance. ISP means International Standby Practices, ICC Publication No 590 and any subse

15、quent revisions thereof;LIBOR means, in relation to any period for which an interest rate is to be determined, the British Bankers Association Interest Settlement Rate (where such is available for the Relevant Currency and period) appearing at or about 11:00 hours a.m. London time on the relevant Re

16、uters screen page(s), or if the service ceases to be available, the Party claiming interest may specify another determination of the appropriate rate (acting reasonably after consultation with the other Party); Offer means an offer made by the Grantor to the Participant in accordance with Clause 3;

17、Participated Transaction means the Transaction in which the Participant accepted a Participation in accordance with Clause 4; Participation Agreement means the agreement between the Grantor and the Participant on the terms of the Offer, Acceptance and this Agreement (together with any amendments whi

18、ch the Grantor and Participant may agree in writing from time to time) in respect of a Participated Transaction; Participation Amount means, in relation to a Participated Transaction, the aggregate principal liability assumed by the Participant in respect of such Participated Transaction as specifie

19、d in the relevant Participation Agreement (but, for the avoidance of doubt, not including any costs or expenses for which the Participant is expressly liable under the terms of this Agreement);Participation Percentage means, in respect of a Participated Transaction, the proportion that the Participa

20、tion Amount bears to the Credit Amount (expressed as a percentage figure); Participation Portion means: in relation to an Unfunded Participation, the amount equal to the Participation Percentage of the Defaulted Amount;in relation to a Funded Participation, the amount equal to the Participation Perc

21、entage of the Requested Amount; Party means a party to this Agreement; Recourse Parties means the persons to whom the Grantor has recourse in respect of a Participated Transaction, as specified in the relevant Offer;Reference Interest Rate which will be applicable to Relevant Currencies other than t

22、hose quoted by reference to LIBOR, means in relation to any period for which an interest rate is to be determined, the rate per annum determined by leading banks in the financial centre of the Relevant Currency appearing at or about 12:00 noon in that financial centre on the relevant Reuters screen

23、page(s) (or other applicable page customarily used for such purposes in that financial centre as determined by the party claiming interest), for deposits in such currency for a duration comparable to that of the relevant period;Relevant Currency means the currency in which the relevant Transaction i

24、s denominated, as specified in the relevant Offer; Relevant Dispute has the meaning given to it in Clause 14.3; Request has the meaning given to it in Clause 6.2.2; Request Notice Period has the meaning given to it in Clause 6.2.3; Requested Amount has the meaning given to it in Clause 6.2.2; Retent

25、ion Share means the percentage of the Credit Amount of the Participated Transaction retained by the Grantor at its own risk; Termination Date means, in relation to a Participated Transaction, the earlier to occur of: 30 calendar days following the final Due Dateorthe date the relevant Participation

26、is terminated in accordance with its terms; orthe date on which the Grantors liability (both current and contingent) under that Participated Transaction is reduced to zero. Transaction means any of the transactions specified in Clause 2; Transaction Documents means the documents which set out the ma

27、terial terms of the relevant Transaction; UCP means UCP 600 and any subsequent revisions thereof;UCP 600 means the Uniform Customs and Practice for Documentary Credits, ICC Publication No. 600; and Unfunded Participation means a Participation on an unfunded basis. 2 TRANSACTIONS Each Party may from

28、time to time desire to offer and the other Party to this Agreement may desire to accept and adopt Unfunded Participations and/or Funded Participations in the following Transactions: 2.1 letters of credit issued or confirmed by the Grantor, drafts accepted and deferred payment or negotiation obligati

29、ons incurred by the Grantor under letters of credit;2.2 standby letters of credit issued or confirmed by the Grantor;2.3 purchases of claims by the Grantor under letters of credit, drafts accepted and deferred payment or negotiation obligations incurred by the Grantor under letters of credit; 2.4 re

30、financings of sight payments under letters of credit made by the Grantor; 2.5 discounts of drafts accepted and deferred payment or negotiation obligations under letters of credit or under bankers acceptances made by the Grantor; 2.6 bankers acceptances created by the Grantor; 2.7 bills of exchange a

31、nd promissory notes purchased, avalised or accepted by the Grantor; 2.8 irrevocable reimbursement undertakings, or payment guarantees issued by the Grantor; 2.9 advance payment guarantees issued by the Grantor; 2.10 performance and bid bonds issued by the Grantor; 2.11 guarantees issued by a Recours

32、e Party in favour of the Grantor; and 2.12 any other transaction the Grantor and the Participant may agree upon. 3 OFFER 3.1 If the Grantor wishes to offer the Participant a participation in a Transaction it shall send to the Participant an Offer in accordance with Clause 20 and substantially in the

33、 form specified in Appendix I. 3.2 If the Participant so requests, the Grantor will use reasonable endeavours to promptly provide to the Participant a copy of the Transaction Documents prior to the expiry date set out in the Offer. 4 ACCEPTANCE 4.1 Subject to Clause 4.4, a Participation Agreement sh

34、all be concluded upon the Grantor receiving the Participants Acceptance to the Offer in accordance with Clause 20 and substantially in the form set out in Appendix I. 4.2 Upon conclusion of a Participation Agreement, the terms of the Offer (together with such amendments as may have been agreed in wr

35、iting by each Party) shall, together with the terms of this Agreement, constitute the Participation Agreement. 4.3 Any purported modifications to the terms of the Offer by the Participant shall not constitute an Acceptance unless accepted in writing by the Grantor within three Business Days of recei

36、pt of such proposed modifications (and the expiry date set out in the Offer shall be disregarded in this respect). If the Grantor has not expressly accepted the suggested modifications within such period, the Offer shall become void and no Participation Agreement will be concluded. 4.4 If the Partic

37、ipant has not accepted an Offer before the expiry date set out in the Offer, the Offer shall lapse and no purported Acceptance by the Participant of such Offer after such date will be effective. 4.5 The Participant is under no obligation to accept any Offer. 5 CONFLICT OF TERMS In the event of discr

38、epancy or inconsistency between the agreed terms of the Offer and Acceptance and the terms of this Agreement, the terms of the Offer and Acceptance will prevail. 6 PARTICIPATIONS AND FUNDING 6.1 In relation to Unfunded Participations: 6.1.1 Following a Default, the Participant irrevocably and uncond

39、itionally undertakes to pay to the Grantor, irrespective of any objections or exceptions, within four Business Days of the Grantors first written demand (as specified in Clause 6.1.2), an amount equal to the relevant Participation Portion. 6.1.2 Each demand for payment to be delivered by the Grantor

40、 to the Participant under Clause 6.1.1 must be in the form specified in Appendix II hereto, no earlier than 10 calendar days from the date of the relevant Default but within 30 calendar days of the relevant Default (such 30 day period being the Default Notice Period). The Grantors right to demand pa

41、yment in respect of a specific Default shall lapse at the end of the relevant Default Notice Period. 6.1.3 The Grantor may not make any demand for payment under this Clause 6.1 after the Termination Date (other than as referred to in Clause 10.5). 6.1.4 Payment by the Participant of the Participatio

42、n Portion shall be in the Relevant Currency. 6.1.5 In the event that the Credit Amount under a Participated Transaction is reduced, the Participation Amount in respect of such Participated Transaction shall decrease by the Participation Percentage of such reduction and the Grantor shall promptly inf

43、orm the Participant of any such reduction. 6.2 In relation to Funded Participations: 6.2.1 Provided that the Participant is in compliance with its payment obligations under this Agreement, whenever the Grantor applies an amount received under a Funded Participation towards a payment of principal or

44、interest (including default interest) that relates to the relevant Participated Transaction, the Grantor shall promptly pay to the Participant the relevant Participation Percentage of that amount. 6.2.2 If a demand for payment is made by the Beneficiary upon the Grantor under the relevant Participat

45、ed Transaction (a Request, with the sum demanded from the Grantor being the Requested Amount), the Grantor shall be entitled to demand that the Participant pays to the Grantor the relevant Participation Portion. The Participant irrevocably and unconditionally undertakes to pay such sum to the Granto

46、r, irrespective of any objections or exceptions, within four Business Days of the Grantors first written demand. 6.2.3 Each demand for payment by the Grantor under Clause 6.2.2 must be in the form specified in Appendix III and be made by the Grantor within thirty (30) calendar days (or such other pe

47、riod as may be agreed between the Parties in writing) of the date of Request (such period being the Request Notice Period). The Grantors right to demand payment in respect of a Requested Amount shall lapse at the end of the relevant Request Notice Period. 6.2.4 The Grantor may not make any demand fo

48、r payment under this Clause 6.2 after the Termination Date (other than as referred to in Clause 10.5). 6.2.5 Payment by the Participant of the Participation Portion of the Requested Amount shall be in the Relevant Currency. 6.3 Following the Grantors demand for payment under Clause 6.1.2 or Clause 6

49、.2.3, at the Participants reasonable request the Grantor will use reasonable endeavours to promptly provide to the Participant certified copies of the Transaction Documents (other than those (if any) already supplied by the Grantor to the Participant) and any relevant demand for payment served by th

50、e Grantor upon a Recourse Party. For the avoidance of doubt, failure by the Grantor to provide such documentation will not affect the Participants obligations under the relevant Participation Agreement. 7 DEFAULT UNDER THE PARTICIPATED TRANSACTION AND CLAWBACK7.1 Subject to the other provisions of t

51、his Clause 7, the Grantor may take or refrain from taking any steps the Grantor sees fit (acting reasonably and relying on such professional opinions as the Grantor thinks appropriate) in recovering all sums due to the Grantor from the Recourse Parties under a Participated Transaction. 7.2 Following

52、 a Default and provided that the Participant is in compliance with its payment obligations under this Agreement, prior to taking or refraining from taking any steps contemplated by Clause 7.1 the Grantor shall consult in good faith with the Participant for a reasonable period and shall use all reaso

53、nable endeavours to reach agreement with the Participant as to what steps (if any) to take or refrain from taking to obtain repayment or reimbursement of a Defaulted Amount from the Recourse Parties under the Participated Transaction. The obligation of the Grantor to consult with the Participant und

54、er this paragraph shall not apply if the Grantor, acting reasonably, determines that its interests or the interests of the Participant under the Participated Transaction would be prejudiced or adversely affected by the time taken to conduct such consultation. 7.3 The Participant agrees to indemnify

55、the Grantor on demand for the relevant Participation Percentage of all expenses (including all legal expenses), costs and losses reasonably incurred and claims incurred in connection with the exercise or enforcement of any rights in connection with a Participated Transaction which have not been reim

56、bursed by the Recourse Parties. 7.4 If agreement cannot be reached as to what steps (if any) are to be taken or refrained from being taken following a Default in accordance with Clause 7.2, the Grantor will, if so requested by the Participant and provided that the Participant has complied with its p

57、ayment obligations under this Agreement, use reasonable endeavours to assign to the Participant at the Participants cost, the Participation Percentage of: 7.4.1 the Grantors claims, titles, rights and interests against the Recourse Parties in respect of the relevant Defaulted Amount under the releva

58、nt Participated Transaction to the extent that the same is capable of assignment; or (at the Participants option) 7.4.2 the Grantors claims, titles, rights and interests related to the Participated Transaction (with the exception of any security), to the extent that the same is capable of assignment

59、. 7.5 If agreement cannot be reached as to what steps (if any) are to be taken or refrained from being taken following a Default in accordance with Clause 7.2 and the Participant has not exercised its rights under Clause 7.4, the Grantor may assign to the Participant at the Grantors cost, the Partic

60、ipation Percentage of: 7.5.1 the Grantors claims, titles, rights and interests against the Recourse Party in respect of the relevant Defaulted Amount under the relevant Participated Trade Transaction to the extent that the same is capable of assignment; or (at the Grantors option) 7.5.2 the Grantors