1、 1 / 8机密CONFIDENTIAL反 担 保 合 同Contract of Counter-security编号：第 号Serial No:甲 方：昆仑银行Party A: Bank of Kunlun法定代表人：Legal Representative:地 址：Address:电 话： Telephone No:乙 方：伊朗国家石油公司Party B: National Iran Oil Company法定代表人：Legal Representative:地 址：Address:电 话：Telephone No:2 / 8鉴于：WHEREAS:中国和平石油物资集团有限公司（以下简称“中
2、国和平” ）为向乙方提供乙方指定的设备，由中国和平或其指定融资代理人（以下简称“借款人” ）向 银行进行融资，为保证 银行在该融资项下的债权得以顺利实现， 2013 年 月 日，甲方向 银行出具了编号为 的融资保函 ，为借款人的债务向 银行提供保证担保。For the purpose of its supply to Party B of certain equipment as designated by Party B, China Peace Petroleum Materials Group Company Limited (hereinafter referred to as “Ch
3、ina Peace”), either by itself or by its appointed financing agent (any of them hereinafter referred to as the “Borrower”), is to seek banks financing. For securing the rights of Bank (the “Bank”) as the creditor under the financing to be realized smoothly, Party A issued a Letter of Guarantee Concer
4、ning Financing (Serial Number ) to the Bank on Month/Day/Year as such to provide security to the Bank in the form of guarantee for the debts of the Borrower.甲、乙双方经友好协商，就甲方为借款人提供上述担保后的反担保事宜协商一致达成如下条款，以兹共同遵守：Upon friendly negotiations, Party A and Party B, with regard to those issues concerning counte
5、r-guarantee related to the provision of the aforesaid guarantee by Party A for the Borrower, have reached the following terms, which shall be complied with:第一条 乙方自愿以乙方在甲方的存款为保证对上述甲方的担保行为向甲方提供质押反担保。乙方提供质押的银行存款金额不得低于甲方为借款人提供保证的担保额度。Article 1 Party B is willing to provide Party A, concerning Party As g
6、uarantee as aforesaid, with counter-security in the form of pledge against Party Bs 3 / 8cash deposit kept by Party A as security. The amount of bank deposit provided by Party B as pledged shall not be less than the total amount as guaranteed by Party A for the Borrower.第二条 乙方已阅读并充分了解与本合同有关的合同、文件及相关
7、信息，并向甲方保证督促、监督借款人到期按时还款。Article 2 Party B has read and fully understood those contracts, documents and information related to this Contract, and warrants Party A that it will urge and supervise the Borrower to make repayment of debts falling due on time.第三条 乙方在本合同约定的反担保保证范围内向甲方承担连带保证责任。甲方履行担保义务代偿后可不
8、经催告直接向乙方追索，乙方不得以任何理由或事由拒付，并放弃任何形式的抗辩权。Article 3 Party B shall be jointly and severally liable to Party A within the scope of counter-security as prescribed in this Contract. Upon fulfilling its obligations under the guarantee by paying repayment for the Borrower, Party A may, without giving notice,
9、directly claim payment from Party B. Under no circumstances and for no reason can Party B refuse to make the payment to Party A, and in addition Party B waives its counterplea right in any form whatsoever.第四条 反担保保证范围：Article 4 Scope of Counter-security1、甲方履行保证义务代借款人偿还的全部款项，包括但不限于融资本金、利息、迟延利息、违约金、为实现
10、债权的费用及其他费用和损失。1. All amounts paid by Party A for the Borrower in fulfilling Party As obligations under the guarantee, including but not limited to the principal of financing, interest, interest on arrears, liquidated damages, expenses incurred for realizing creditors rights as well as any other expe
11、nses and losses. 4 / 82、甲方为实现债权所发生的费用，包括但不限于差旅费、诉讼费、律师费、执行费、仲裁费、公证费、保全费、鉴定费、拍卖费等一切费用。2. Expenses incurred by Party A for realizing its rights as the creditor, including but not limited to travelling expenses, litigation fees, lawyers fees, enforcement fees, arbitration fees, notary fees, preservatio
12、n fees, appraisal fees, auction fees and all expenses.第五条 乙方反担保保证期间自甲方承担担保责任之日起两年为止。Article 5 The term of the counter-security provided by Party B shall be two years commencing from the date on which Party A has fulfilled its obligations under the guarantee.第六条 乙方的权利：Article 6 Party Bs Rights:1、有权查阅
13、、了解相关融资合同、融资保函等相关合同、资料。1. Having the right to check and to know the relevant financing contracts, the letter of guarantee concerning financing and other related contracts and materials.2、有权向甲方了解借款人还款情况。2. Having the right to get information from Party A relating to repayment by the Borrower第七条 乙方的基本
14、义务：Article 7 Party Bs basic Obligations:1、根据甲方的要求提供相关资料，并保证提供资料的真实性、合法性。1. Providing the relevant materials as requested by Party A and warranting that the materials provided as such are true and legal.2、本合同独立于主合同及其它任何合同，若融资合同及融资保函无效，不影响本合同的效力，乙方仍对借款人的债务向甲方承担连带责任。5 / 82. This Contract is independent
15、 of the main contract and any other contracts, and in the event the Financing Contract and the Letter of Guarantee concerning Financing is invalid, the validity of this Contract shall not be affected, and Party B shall remain jointly and severally liable to Party A concerning debts of the Borrower.3
16、、反担保期间，债权人将债权转让给第三人的，乙方仍承担反担保责任。3. During the term of the counter-security, should the creditor assign the creditors rights to a third party, Party B shall remain responsible for fulfilling those obligations under the counter-security 4、甲方承担担保责任之日起十五日内，乙方应向甲方承担反担保责任。若乙方逾期履行义务，则自逾期之日起，乙方每日按逾期当日所有债务总额
17、的万分之七向甲方支付违约金。4. Within fifteen days of Party As fulfilling its obligations under the guarantee, Party B shall fulfill its obligations under the counter-security in favor of Party A. In the event any delay by Party B of its fulfillment of such obligations, Party B shall, from the due date, pay liqui
18、dated damages to Party A equaling to 0.07 percent of the total amount of debts due per day. 5、乙方如果发生下列重大变化，应自情况发生之日起十五日内书面通知甲方。该变化包括但不限于：5. Where there is any of the following material changes in Party B, it shall give a written notice to Party A within fifteen day of such change, and such material
19、changes include but not limited to:(1) 乙方发生承包、租赁、托管、资产重组、债务重组、股份制改造、联营、合并（或兼并） 、分立、产权有偿转让、合资（或合作） 、减少注册资本，或申请停业整顿、申请解散（或撤销） 、申请重整、和解和破产等经营方式、自身体制或法律地位的变化；6 / 8(1) Party B enters into any contracting, leasing, trust, assets reorganization, debt restructuring, reform for joint stock system, joint busi
20、ness operation, merger (or acquisition), demerger, transfer of assets ownership for consideration, equity joint venture (or cooperative joint venture), reduction of registered capital, or applying for business to be suspended so as to make rectifications, applying for dissolution (or cancellation),
21、applying for modification, reconciliation or bankruptcy, or any change in its system or legal status;(2) 乙方股权结构、股东、董事、高级管理人员等发生变化；(2) Any change of Party Bs shareholding structure, its shareholders, directors or senior management personnel;(3) 乙方住所、名称、法定代表人等信息发生变化；(3) Any change of information relat
22、ing to Party Bs domicile, name or legal representative; (4) 其他可能影响乙方担保能力的变化。(4) Any other change which may affect Party Bs capacity to fulfill its security obligations.第八条 违约责任：乙方违反本合同任一款约定的，按甲方担保金额的百分之十支付违约金，并承担合同约定的其他违约责任。Article 8 Liabilities for Default: Where Party B is in breach of any term of
23、 this Contract, it shall pay Party A liquidated damages equaling to ten percent of the amount as guaranteed by Party A, and it shall also bear other liabilities for default as prescribed in the Contract.第九条 其他约定Article 9 Other Provisions1、本合同经甲、乙双方签章后生效。7 / 81. This Contract shall come into effect u
24、pon it is signed and sealed by Party A and Party B.2、本合同一式四份、中英文版本各两份，双方各执中英文版本一份，各份具有同等法律效力。2. This Contract is in quadruplicate with two in Chinese version and two in English version. Each Party will hold one Chinese version and one English version, and each version all be equally authentic.3、本合同中
25、英文版本内容不一致的，以中文版本的表述为准。3. In the event of any discrepancy between the Chinese version and the English version, the Chinese version shall prevail.4、本合同签署地： 。4. The place where this Contract is signed: . 第十条 本合同发生争议或纠纷时，双方当事人可以通过协商解决，协商不成的，任何一方均可向本合同签署地人民法院提出诉讼。Article 10 In the event any dispute arise
26、s from this Contract, both Parties may settle such dispute through consultations, and if the consultations fail, either party may bring legal proceeding in the peoples court where this Contract is signed.第十一条 甲方已提请乙方对融资合同 、 融资保函以及本合同各条款内容作全面、准确的理解，并应乙方要求作了相关的条款说明。签约各方对本合同含义认识和理解一致，无任何异议。Article 11 P
27、arty A has reminded Party B to fully and accurately understand every term of the Financing Contract, the Letter of Guarantee concerning Financing and this Contract, and Party A, as requested by Party B, has also made explanation concerning the relevant terms. All Parties understanding and comprehension of the meaning of this Contract are the same, and there is no objection whatsoever.8 / 8甲方(公章)：Party A (Seal):法定代表人/委托代理人：Legal Representative/Authorized Representative乙方：Party B：法定代表人/委托代理人：Legal Representative/Authorized Representative年 月 日Month/Day/Year
