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Bank__________________

Dear Sirs,

Wfe understand you have awarded to [_______________

______ ], («the Company»), J numbered [_________ ](«the

of[_____________________

a contract dated [_________

Contract») for [details]. Under the terms of the Contract
(........... US$) will be paid by you to the Company.

We, [___________________ ] Bank pic («the Guarantor»)

hereby irrevocably and unconditionally guarantee to pay to

you up to the sum of US$............................ and accordingly we

covenant and agree as follows:

a) On the Company's failure to fulfil any of the terms of the Contract, as determined by you in your absolute judgement, the Guarantor shall forthwith on your first demand made in writing, and notwithstanding any objection by the Company, pay to you, within fifteen (15) days of receipt of your demand, such amount or amounts as you shall require not exceeding in aggregate the amount

of US$..................,................ by transfer to an account in your

name at such bank in the U. K. as you shall stipulate or in such other manner as shall be acceptable to you. Your demand must incorporate or be accompanied by your statement that the Company is in breach of the Contract and that you have given not less than 15 days notice of

Учебник коммерческого перевода. Английский язык

such breach to the Company (a copy of which notice shall be attached to the demand) and that such notice has expired.

b) Any payment made hereunder shall be made free and
clear of, and without deduction for or on account of, any
present or future taxes, levies, imposts, duties, charges, fees,
deductions or withholdings of any nature whatsoever and by
whomsoever imposed.

c) Except as specified herein, the covenants herein
contained constitute unconditional and irrevocable direct
obligations of the Guarantor. No alteration in the terms of
the Contract or in the extent or nature of the work to be
performed under the Contract, and no allowance of time by
you or other forbearance or concession or any other act or
omission by you which but for this provision might exonerate
or discharge the Guarantor, shall in any way release the
Guarantor from any liability hereunder.

d) This guarantee shall remain valid and in full force and

effect until............................. («Expiry»), and any demand and

statement must be received by the Guarantor at the stipulated address on or before Expiry.

e) The Guarantor represents and warrants that the
amount of the guarantee herein contained does not exceed
20 percent of the total of the paid up Capital and Reserves
of the Guarantor.

0 This guarantee is governed by and shall be construed in accordance with the laws of England, and shall be subject to the jurisdiction of the English courts.

g) This guarantee becomes effective upon payment to

the Company of the amount of US$........................... as referred to

in the first paragraph hereof, and an acknowledgement or receipt in writing from the Company produced by you shall be proof of such payment.

Yours faithfully,

С. А. Семко, В. В. Сдобников, С. Н. Чекунова

ДОПОЛНИТЕЛЬНЫЙ СЛОВАРЬ

to be awarded to — (здесь) получить подряд (напри­мер, на строительство).

guarantor — гарант. Гарант несет второстепенное прямое обязательство по соответствующим обязатель­ствам должника. Этот термин следует отличать от surety (гарант, поручитель), который несет прямое обязательство по гарантии, т. е. кредитор может обра­титься к нему, минуя должника. В текстах общего со­держания эти термины могут быть взаимозаменяемы.

withholding — удержание; вычет; отчисление. Зна­чение термина зависит от контекста и переводится в словосочетаниях (например, emission (share) with­holding — оставление организаторами эмиссии в сво­ем распоряжении части новых акций в надежде полу­чить повышенную прибыль; tax withholding — вычет налога; evidence withholding — воздержание от дачи показаний; withholding of rights — отказ в осуществле­нии прав и т. д.)

direct obligation — прямое обязательство (синони­мы — direct commitment; affirmative obligation)

forbearance — воздержание от действий (от приня­тия мер); отказ от принятия мер.

represent — сообщать, заявлять, давать сведения о фактах; создавать у другой стороны определенное представление о фактическом положении вещей.

LOAN AGREEMENT

THIS AGREEMENT, made this
___,20_____, is between__________

day of of

(Names of All Debtors)

(Street & No.) (City) (County) (State) (Zip Code)

a____________________________________ organized and

(Corporation/Partnership/Proprietorship)

existing under the laws of the State of_____________________

(hereinafter individually and collectively called «Debt-
or»), and___________________________________________

(hereinafter called «Bank»).

BACKGROUND

Debtor hereby requests Bank to make a certain loan or loans to Debtor from time to time (hereinafter the «Loan (s)»), which, subject to the terms and conditions of this Agreement, Bank-hereby agrees to make to Debtor. In consideration for Bank's agreement to make the Loan (s), Debtor has agreed to execute and abide by the terms of this Agreement. All Loan (s) now existing or hereafter ex­tended by Bank to Debtor shall be subject to this Agree­ment.

Initially, Borrower has requested and Bank has agreed to make the following Loan (s):

This Agreement shall be deemed applicable to any ad­ditional Loan (s) or increases or modifications of any ex­isting Loan (s) upon the execution of the Note (s) there­fore or any amendment hereto.

С. А. Семко, В. В. Сдобников, С. Н. Чекунова

LOAN (S) AND NOTE (S)

Subject to the terms and conditions of this Agree­ment and Bank's continuing satisfaction with the fi­nancial and other conditions of Debtor, Bank will make such Loan (s) to Debtor from time to time as Bank and Debtor may agree. Debtor agrees to execute and deliver to Bank such note or notes in principal amount equal to the proceeds of the Loan (s) thereby advanced, in the Bank's standard form selected by Bank in Bank's sole discretion and, at Bank's request, to execute from time to time such additional and substitution note or notes as are deemed necessary to Bank to evidence any additional Loan (s) or moneys advanced by Bank here-under (such note or notes are herein called the «Note (s)»). The Note (s) shall bear interest on the outstand­ing principal balance due thereunder, at the rate (s) provided in the Note (s). Interest and/or principal shall be payable in accordance with the terms of the Note (s), as billed, and must be received by Bank when due. The Bank shall, from time to time, render to Debtor statements of all amounts due Bank under the Note (s), which statements shall be deemed conclusive and irrebuttable evidence of the actual amounts due Bank under the Note (s) unless Debtor notifies Bank in writ­ing to the contrary, identifying therein, in detail, any objections to the amounts shown on such statements together with all documentation and detail necessary to substantiate Debtor's intentions, within fifteen (15) days of Bank's sending such statements to Debtor. Debtor hereby authorizes Bank to charge any deposit account maintained by Debtor with Bank for any in­terest and/or principal then due, at any time and from time to time, and Bank agrees to send a written notice of such charge to Debtor.

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3. PURPOSE OF LOAN (S)

Debtor agrees that the proceeds of the Loan (s) will be used for the following purpose (s) and no other:

OPINION OF COUNSEL

4.1 Debtor, if a corporation or partnership, shall cause
to be delivered to Bank an unqualified written opinion of
its counsel addressed to Bank, in form and substance satis­
factory to Bank, that:

(a) Debtor is a validly organized, duly existing corpo­
ration or partnership under the laws of the state of its in­
corporation or organization, and that it is duly empow­
ered to conduct its business operations where it does so;

(b) Debtor has been duly authorized to execute and
deliver this Agreement and make the Loan (s) contem­
plated hereunder; and

(c) This Agreement, the Note (s) and all documents
executed and delivered in connection herewith are valid,
legal and binding obligations of Debtor, fully enforceable
in accordance with their respective terms.

4.2 In all cases Debtor shall cause to be delivered to
Bank a written opinion of its counsel addressed to Bank,
in form and substance-satisfactory to Bank, confirming
the accuracy of the Representations and Warranties by
Debtor in Paragraph 10 below.

SECURITY AGREEMENT

As security for the prompt payment when due of all amounts due under the Note (s), including any renewals, extensions and/or modifications thereof, together with all other existing and future liabilities and obligations of Debt­or to Bank, whether absolute or contingent, direct or indi­rect, of any nature whatsoever and out of whatever trans­actions arising, including the costs of Bank incurred in connection with this Agreement (hereinafter collectively

С. Л. Семко, В. В. Сдобников, С. Н. Чекунова

referred to as the «Obligations»), Debtor hereby grants to Bank a lien and security interest in and to all property of Debtor which at any time Bank shall have or have the right to have in its possession, or which is in transit to it, includ­ing, without limitation, any balance or share belonging to Debtor or any of them of any deposit, agency, trust, es­crow or other account or accounts with Bank and any oth­er amounts which may be owing from time to time by Bank to Debtor or any of them, which matured or unmatured. Said lien and security interest shall be independent of any right of set-off which Bank may have.

6. SECURITY

As additional security for the Obligations, Debtor agrees to execute and deliver to Bank such assignments, pledge and/or security agreements (the «Security Agreement (s)»), in the standard form (s) used by Bank from time to time, as are agreed to between Debtor and Bank, or as are required by Bank in its sole discretion, and Debtor agrees to be bound by its/their terms. The Security Agreement (s), whether one or more and to the extent not inconsist­ent with the terms hereof, are hereby incorporated herein as though set forth in full as an integral part hereof. Debtor agrees to execute such additional and substitution Securi­ty Agreement (s) as Bank shall, in its sole discretion, from time to time, request.

7. TERMINATION OF AGREEMENT

Bank's agreement to make additional Loan (s), if any, may be terminated by Bank's sole discretion, without no­tice to Debtor, unless otherwise expressly agreed to by Bank j in a separate agreement signed in writing, executed by a j duly authorized officer of Bank and no event of default I has occurred under such commitment by Bank. It is ex-1 pressly understood that Loan (s) made hereunder are pay- |

Учебник коммерческого перевода. Английский язык

able in accordance with the terms of the Note (s), and nothing contained herein shall in any way inhibit, modify or limit Bank's right and ability, in its sole discretion, to require payment thereon in accordance with the terms thereof. Notwithstanding anything to the contrary herein or in the Note (s), if the Note (s) are payable upon de­mand, Bank may make demand for payment thereof at any time.

Debtor may terminate this Agreement by paying and performing in full all of the Obligations, or by giving to Bank ten (10) days' written notice of termination. On the termi­nation date specified in such notice, or on any earlier date on which Bank may demand payment in full, all of the Ob­ligations shall become immediately due and payable.

Until all of the Obligations are satisfied in full, any ter­mination by Bank or Debtor shall not affect the liens and security interests granted to Bank and the duties, cove­nants and obligations of Debtor hereunder, and all of the terms, conditions and provisions hereof relating hereto shall continue to be fully operative until all the transactions en­tered into and the Obligations incurred hereunder have been fully satisfied, concluded and/or liquidated. Debtor further agrees that, to the extent Debtor makes a payment or payments to Bank, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, voidable or void, and are set aside and/or required to be repaid to a trustee, receiver or any other party under the Federal Bankruptcy Code, or any state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Obligations or part thereof intended to be so satisfied in full or part shall be revived as of the date of such original payment and be continued in full force and effect, with interest thereon in accordance with the Note (s), as if pay­ment had never been made to Bank.

С. А. Семко, В. В. Сдобников, С. Н. Чекунова

THE SURETIES

The persons and/or entities required by Bank in its sole discretion to act as sureties hereto (hereinafter, whether one or more, collectively referred to as the «Sureties») shall become surety to Bank to assure to the Bank the prompt and full payment of the principal of and interest on the Note (s) and all other Obligations of Debtor by executing Surety Agreement (s) in the standard form used by Bank from time to time.