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SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 1
DEED OF AGREEMENT FOR PURCHASE OF FRESH CUT SBLC
CLIENT NAME:
BANK INSTRUMENT: STANDBY LETTER OF CREDIT (SBLC) UNCONDITIONAL CASH-BACKED
FACE VALUE AMOUNT :- XXX Hundred Million Euros (€000,000,000) OR
XXX Hundred Million United States Dollars ($000,000,000)
FIRST TRANCHE AMOUNT: XXX Hundred Million Euros (€000,000,000) OR
XXX Hundred Million United States Dollars ($000,000,000)
SELECT CHOICE OF ISSUING BANK: HSBC, CREDIT SUISSE, UBS, NATWEST, ROYAL BANK OF CANADA,
BARCLAYS BANK, DEUTSCHE BANK, BNP PARIBAS, CITI BANK, JP MORGAN, STANDARD CHARTERED BANK –
CLIENT SELECTS TWO CHOICES OF BANKS AND DEPENDING UPON INSTRUMENT AND AMOUNT, PROVIDER
WILL INFORM FROM WHICH BANK IT CAN BE ISSUED FROM.
PURPOSE OF THE INSTRUMENT:
PRICE: Thirty-Five Percent (35%) of face value of SBLC + Two Percent (2%) Consultant fees
REFUNDABLE/DEDUCTIBLE SECURITY DEPOSIT: Two Hundred Fifty Thousand Euros OR USD (€/$250,000) to
Six Hundred Fifty Thousand Euros OR USD (€/$650,000) – Depending upon the first tranche amount, refer to
the amounts below.
PROVIDER CONSULTANT: LARS HARRISON, ALTIKA CORPORATION, +1 770.274.9417, lharrison@altika.com
This Agreement is made and entered into the date of 11 August 2016 by and between the parties described
below:
The SELLER’S information
Corporate Name
Mailing Address
Company Reg. No
Country
Represented By
Title
Passport No
Nationality
Direct Mobile phone
Direct Tel No
Direct Fax No
Direct Email
(Hereinafter referred to the SELLER’S on one part) and
The BUYER'S information
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 2
Corporate Name
Mailing Address
Company Reg. No
Country
Represented By
Title
Passport. no
Nationality
Direct tele No
Direct fax No
Direct email add
(Hereinafter referred to the BUYER’S on the other part)
WHEREAS. The BUYER desires to receive Cash-Backed SBLCs from the SELLER. BUYER’s confirms with full
corporate and legal responsibility that funds are available to fulfill the requirements for the LEASING of this
instrument and are ready and BUYER’s further confirms to cooperate with the SELLER to complete the
transaction.
WHEREAS. The SELLER desires to SELL, transfer and assign all rights title and interest of the SBLCs available
to it to the BUYER’s. SELLER represents and warrants that SELLER has the ability and resources to arrange
with full corporate responsibility through its Issuing Banks, financial instruments per the terms of
assignments of instruments according to the terms of this Agreement. SELLER hereby declares under
penalty of perjury that the SBLCs will be backed by cash funds that are good, clean, clear, and of non-
criminal origin, the SBLCs will be free and clear of all liens, encumbrances and third party interests.
WHEREAS the BUYER shall confirm to the Seller in writing from the receiving bank the acceptable bank
instrument verbiage MT799/MT760 that the Receiving bank requires in order to accept the instrument.
BUYER shall further confirm in writing to the Seller that the Receiving bank is ready, willing and able to
receive the instrument from the sending bank into the BUYER’s receiving account as per the stated bank
verbiage MT799/MT760 provided by BUYER to the Seller. BUYER shall also confirm in writing to Seller that
BUYER’s payment bank is ready to pay for the bank instrument upon full confirmation on the bank
instrument as per this agreement. By signing the Deed of Agreement, the BUYER confirms his full
understanding of these requirements.
WHEREAS the BUYER shall confirm that the receiving bank has the appropriate counter indemnity insurance
coverage governing swift transmissions as required by authorities auditing and monitoring swift transactions
and will provide proof of such insurance coverage to requesting authority, or if BUYER does not have
adequate coverage that BUYER will acquire such insurance coverage. By signing the Deed of Agreement, the
BUYER confirms his full understanding of these requirements, should proof of counter indemnity insurance
coverage be requested.
WHEREAS The BUYER agrees to provide signed and notarized / witnessed undertaking letter promising to
pay the security deposit after the SELLER via the issuing bank has provided secured fax RWA letter and the
BUYER’s receiving bank has confirmed a return fax RWA.
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 3
WHEREAS, BUYER and the Beneficiary of the instrument hereby declares under penalty of perjury that
BUYER at the Receiving bank has funds set aside for this transaction and is RWA to make payment to the
Seller according to the terms hereunder. BUYER and the Beneficiary of the instrument further represents
that the funds he shall use to pay for the security deposit of and pay for the instrument are of good, clean,
clear, and non-criminal origin.
NOW THEREFORE, the BUYER agrees to PURCHASE the SBLCs at a total price of 35% of Face Value per
tranche plus 2% for the Consultant fees for the instruments requested and in exchange for said payment,
Seller agrees to issue the SBLC(s) and both Parties hereby agree to the following:
BANK INSTRUMENT DETAILS
Instrument Type : STANDBY LETTER OF CREDIT [SBLC] as per Exhibit D
Term : One (1) Year and One (1) Day
Age : Fresh Cut / PURCHASE
Issuing Bank Menu : HSBC, CREDIT SUISSE, UBS, NATWEST, BARCLAYS BANK, DEUTSCHE BANK,
BNP PARIBAS, CITI BANK, JP MORGAN, STANDARD CHARTERED BANK
Interest Rate : Zero Per cent (0%)
Leasing fees : 35% (Thirty-Five per cent) of SBLC Face Value per annum+ 2% consultancy
fees Currency : Euro
Contract : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD)
First Tranche : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD)
Denominations : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD)
Transaction Mode : Swift only with SWIFT MT799 SLBC pre-advice as per Exhibit C.
Consultant Fees : Total 2% [Brokers: 1% SELLER side and 1% BUYER Side]
Bank RWA : Seller’s Bank sends RWA to BUYER’s Bank via secured fax, and BUYER’s
Bank sends reply back to Seller’s Bank via secured fax stating (RWA) ready
and willing and able to receive the swift MT799 AND MT760 of the bank
instrument and able to fund the bank instrument, and to ensure proper
routing of the swifts as per Exhibit A.
Delivery : BUYER to Pay for Security Deposit to send MT799 AND MT760 with hard
copy to follow
Payment : By MT103 by Swift Wire Transfer within five (5) to ten (10) banking days as
noted by BUYER in the DOA.
Hard Copy : By Bonded Courier within seven (7) banking days after receipt and
authentication of the bank instrument by SWIFT MT760
Security Deposit : BUYER to Pay to Seller Two Hundred Fifty Thousand Euro/USD ($€250,000)
to Six Hundred Fifty Thousand Euro/USD ($€650,000) as a
Refundable/Deductible Security Deposit for Seller to send MT799 AND
MT760 as per Invoice Exhibit B. Security Deposit will be fully refunded within
Thirty (30) banking days unless deducted from the invoice price.
BUYER SHALL PROVIDE WITH A SIGNED BANK LETTER ADDRESSED TO THE RECEIVING ACCOUNT HOLDER
WITH THEIR RECEIVING BANK’S PREFERRED SWIFT MT 799/760/700 VERBIAGE TO SELLER PRIOR TO
CONTRACT (SEE EXHIBITS C &D) – SWIFTS WILL NOT BE DELIVERED UNTIL THIS IS RECEIVED.
SELLER HAS THE RIGHT TO USE ANY OF HIS ACCOUNT S TO RECEIVE PAYMENTS FOR THE SECURITY DEPOSIT
AND PAYMENT FOR THE BANK INSTRUMENTS.
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 4
BUYER MUST CONFIRM IN WRITING IN A SIGNED BANK LETTER FROM THE RECEIVING BANK THAT THE
RECEIVING BANK AND ACCOUNT HOLDER ARE RWA TO ACCEPT THE SWIFTS AND THE RECEIVING ACCOUNT
CANNOT BE CHANGED ONCE THE MT799/760 HAS BEEN PROGRAMMED AND SECURITY DEPOSIT RECEIVED.
TRANSACTION PROCEDURES:
1. Seller and BUYER shall execute, sign and initial this “Deed of Agreement” which thereby automatically
becomes a full recourse commercial contract after BUYER’s application has been accepted by the
Seller. BUYER must provide acceptable bank verbiage MT799/MT760 to the provider. BUYER agrees to
pay and confirms capability to pay for the refundable/deductible Security Deposit by showing an
account statement or POF for this amount required by Seller to send MT799 and MT760.
2. Within Three (3) bank working days after both Parties have signed the Agreement, the Seller shall
instruct his issuing bank to send bank RWA via secured fax to the BUYER’s Bank as per (Exhibit A).
Seller shall provide a copy of the fax to the BUYER. BUYER’s Bank shall reply via secured fax to the
Seller’s Bank confirming RWA to receive the MT799/MT760 bank instrument via correct swift route.
BUYER shall provide a copy of the fax to the Seller. Additionally, the Seller’s issuing bank officer may
place a call (to a direct mobile or bank phone provided by client) at an appointed time to the Buyer or
to the Buyer’s bank to confirm the transaction.
3. Next banking day after Seller has received the RWA fax from the BUYER, the Seller will issue a signed
and sealed Corporate Undertaking Letter and Invoice (Exhibit B) for the FIRST TRANCHE ONLY to
deliver the fresh cut SBLC via MT799 and MT760.
4. Within Three (3) bank working days after both Parties have signed the Agreement, the BUYER shall
unconditionally pay the Security Deposit for the Seller to send the MT799 and MT760. Further, BUYER
shall provide the Seller via email a copy of the SWIFT receipt or wire confirmation of payment of the
Security Deposit.
5. Seller shall confirm to the BUYER when the Security Deposit has cleared his account.
6. Within Three (3) banking days thereafter, the Seller’s bank will send the SWIFT MT799 (Exhibit C) to
the BUYER’s bank coordinates as designated therein.
7. Within Three (3) banking days after the Seller’s bank has issued the SWIFT MT799 and provided copy
to the BUYER, the BUYER shall then verify and authenticate the Seller's Bank SWIFT MT799, and upon
such verification and authentication, shall instruct his bank to issue/send an MT-199/799 thereby
confirming receipt of the MT799 to the Seller’s designated bank coordinates and BUYER shall send
copy of the SWIFT confirmation to the Seller via e-mail.
8. Within Three (3) bank working days, after BUYER’s verification and authentication of the MT799, Seller
shall instruct the SBLC Issuing Bank to transfer the said scheduled SBLC(s) via SWIFT MT760 (Exhibit D)
to BUYER’s designated banking coordinates. The Seller shall also send to the BUYER the sending bank’s
bank's printout copy via e-mail for tracking and compliance purposes. Should the Receiving Bank not
reply within five (5) banking days to the RWA fax by the Seller’s Bank, the Seller will cancel the
transaction.
9. BUYER shall communicate to the Seller that the BUYER’s receiving bank has received the MT760 from
the Seller’s sending bank. BUYER shall provide to the Seller a copy of the SWIFT transmission receipt of
such delivery. BUYER shall instruct and ensure that the receiving bank verifies the delivery of the SBLC
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 5
SWIFT MT760 and once verified and authenticated, BUYER is responsible for ensuring the receiving
bank shall send to the sending bank in response to the delivery of the instrument, a SWIFT MT-
199/999/799 confirming delivery of the instrument. BUYER shall provide a copy of the Receiving
Bank’s swift response to the Seller’s sending bank.
10. Within Three (3) bank working days after verification and authentication of the MT760 by the BUYER’s
Bank, BUYER shall acknowledge to the Seller readiness to pay for the bank instrument. Seller shall
thereafter provide the BUYER a corporate invoice with bank coordinates for the payment of the bank
instrument.
11. BUYER upon receipt of the corporate invoice shall within five (5) to ten (10) banking days thereafter
make the full payment via unconditional MT103 to the Seller's designated banking coordinates, as well
as pay out the 2% consultant fees as per the IMFPA bank coordinates (Exhibit E), and send copies of all
the wire payments to the Seller and copies to each Master Paymaster via email.
Should BUYER default to pay according to the terms of this Agreement, the Seller will instruct the
Issuing Bank to put a claim on the SBLC and thereby forcing the BUYER's Bank to return the SBLC by
SWIFT MT760 to the Issuing Bank. If there is not payment or response by the BUYER’s receiving bank
to the Seller’s sending bank within five (5) banking days, the Seller will instruct the issuing bank to
recall the bank instrument. This shall also occur in the event of failure to pay the consultancy fees as
per the IFPA contained herein.
12. Seller's Bank, upon receipt of payment, shall deliver the hard copy of the SBLC(s) to BUYER's
designated bank within Seven (7) bank working days.
13. Unless the BUYER has deducted the security deposit amount from the payment of the bank
instrument, the Seller shall within 30 banking days from full payment of the instrument, refund the
security deposit to the BUYER.
14. The subsequent tranching to follow, shall be according to tranching schedule “schedule of delivery”
and according to the same procedures as set forth herein until the contractually committed amount is
delivered to the BUYER in like manner:
SELLER’s bank sends SWIFT MT799 pre advice to BUYER’s bank. BUYER’s bank replies by SWIFT MT199
confirming to SELLER’s bank that they are ready willing and able to fund the instrument after receiving
the SWIFT MT760. SELLER’s bank sends SWIFT MT760. If MT799 is not required, the Seller’s bank will
send MT760 directly without a pre-advise to the BUYER’s receiving bank, followed by confirmation,
response and payment of MT103. Within three (3) banking days after confirmation of the SWIFT
MT760, the BUYER pays 35% to the SELLER and pays 2% to consultants. Upon confirmation of the
payment from the BUYER, the SELLER’s bank sends the hard copy within seven (7) days by bonded
bank courier to BUYER’s bank.
SECURITY DEPOSIT AMOUNT REQUIRED
100% FULLY REFUNDABLE OR DEDUCTIBLE SECURITY DEPOSIT REQUIRED BEFORE SENDING SWIFT
MT799 AND MT760 BANK INSTRUMENT
SECURITY DEPOSIT for 10M to 75M is USD/EUR 250,000.00
SECURITY DEPOSIT for 80M to 150M is USD/EUR 300,000.00
SECURITY DEPOSIT for 151M to 200M is USD/EUR 350,000.00
SECURITY DEPOSIT for 201M to 300M is USD/EUR 400,000.00
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 6
SECURITY DEPOSIT for 301M to 400M is USD/EUR 450,000.00
SECURITY DEPOSIT for 401M to 500M is USD/EUR 500,000.00
SECURITY DEPOSIT for 500M + up to 50B tranche level, please inquire.
PROPOSED TRANCHE SCHEDULE
(PPURCHASE ADJUST TRANCHING SCHEDULE OR DELETE TRANCHING SCHEDULE IF THE PROPOSED
SCHEDULE IF ALL TRANCHES ARE THE SAME AS THE FIRST TRANCHE OR ONLY ONE TRANCHE TRANSACTION
Week DAY FACE VALUE REMARKS
1 1 €500M Required 1st TR.
1 2
1 3
1 4
1 5
2 1
2 2
2 3
2 4
2 5
3 1
3 2
3 3
3 4
3 5
4 1
4 2
4 3
4 4
4 5
5-END
EXHAUSTED
1-5 €XXB
Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure or
unrelated action involving any bank or third party concerned in this transaction will result in the
immediate cancellation of this transaction and subject the violating party responsible for damages.
NOTE: SWIFT codes can vary depending upon transaction (i.e. MT760 can also refer to MT700 and MT542
and MT799 can also refer to MT545).
PROVISIONS CONCERNING TRANCHE SCHEDULE (“Schedule of Delivery”)
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 7
The undersigned BUYER acknowledges and agrees that the following provisions apply concerning tranching
and the tranche schedule.
 If after paying for the tranche, should the BUYER elect not to continue to tranche as per the
contract, the BUYER must immediately notify the Provider by sending the Provider an email with an
attached signed letter on corporate or individual letterhead, specifically stating that the BUYER
wants to cease tranching immediately and provide the reasons for such cancellation. In addition, the
BUYER through its Receiving Bank shall also send a SWIFT message to the Sending Bank instructing
the Sending Bank to cease sending any additional MT799s and MT 760s to the Receiving Bank.
 Should the BUYER elect to change the tranche schedule at any time, in terms of either frequency of
each tranche, or amount of each tranche, the BUYER shall immediately notify the Provider (Seller) as
per the above paragraph.
 Should the BUYER request alternate issuing banks, an amendment of the contract or new contract
will be required, new SWIFT MT799/MT760 verbiage and reprogramming / set up at the new issuing
bank, which also will require a new corporate undertaking and invoice and a new refundable
Security Deposit.
PROVISIONS GOVERNING THE SECURED FAX:
The undersigned Parties acknowledge and agree that the following provisions govern the required secured
bank fax between the banks:
 Both Parties are required to provide the secured bank fax number of respective bank. Email Address
of the Receiving bank’s bank designated officer will be required. Both Parties are required to provide
to each other a copy of the fax sent to respective bank.
 CANCELLATION OF CONTRACT IF RWA PROCESS IS NOT CONDUCTED SUCCESSFULLY - If the bank
RWA is not sent via secured fax by either party within five (5) banking days, unless adjunct
procedures or other process is agreed by both parties in writing, either party can cancel the contract
(DOA), and the Seller shall notify the issuing bank of the cancelation.
PROVISIONS GOVERNING THE SECURITY DEPOSIT:
The undersigned Parties acknowledge and agree that the following provisions govern the payment of the
Security Deposit:
 REFUND OF SECURITY DEPOSIT - If a security deposit is paid, within 30 banking days following the
complete payment of the tranche of the bank instrument, the Provider will return the security
deposit to the same account coordinates it was sent from.
 DEDUCTION OF SECURITY DEPOSIT AMOUNT FROM FULL PAYMENT: If the Seller instructs the BUYER
to deduct the security deposit from the full payment, and the BUYER deducts this amount from the
full payment, then Seller will not return the security deposit.
 It is the responsibility of the BUYER and its Receiving Bank of the MT799 to respond back to the
Sending Bank within three (3) banking days to acknowledge receipt of the SWIFT and to either reject
the MT799 with a SWIFT message to the Sending Bank specifying the reason for the rejection, OR, to
announce via MT199, MT799-ICBPO or similar SWIFT, it is RWA to receive the MT760, and intends to
pay for the MT760 upon full confirmation. In the event the Receiving Bank does not respond to the
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 8
MT799, the Seller will only send a new MT799, if the BUYER first pays the Provider a security deposit
of 2% of face value for 100M or more, or 5% of face value for less than 100M.
 After the Provider has sent the MT799, the Security Deposit will be refunded if the BUYER asks his
bank to send a MT199/999 to the sending bank that the BUYER is no longer interested in transaction
and do not want to receive the MT760. Since the MT760 will only be send until the MT799 has been
acknowledged by the receiving bank, it is the duty of the BUYER to ensure that his bank sends this
cancellation notice in order to get the security deposit returned. Otherwise, the Provider will keep
the security deposit as a condition of non-performance.
 Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure
involving any bank or PRA concerned in this transaction will result in the immediate cancellation of
this transaction and subject the violating party responsible for damages. The security deposit will be
forfeited should a cancellation occur.
DEFAULT HEREUNDER AND PENALTIES FOR NON-PERFORMANCE
The undersigned Parties acknowledge and agree that the following penalties govern the security deposit in
the event of non-performance by either party in the transaction:
1) Once MT760 is sent and confirmed, if the Receiving Bank Account Holder and its bank do not pay for
the instrument and the MT760 is therefore recalled by the Sending Bank, the BUYER shall forfeit the
security deposit plus shall pay a non-performance penalty of 2% of face value of the tranche to the
Provider.
2) Likewise, if the Seller fails to send an MT760, after the security deposit is paid to the invoiced
account of the Provider, and confirmed by the Seller as cleared funds, the Seller shall return the and
pay a penalty of 2% of face value of the tranche to the BUYER.
3) If the Seller’s Sending Bank sends the Receiving Bank of the BUYER the MT799 and it is confirmed,
and the Receiving Bank fails to respond to the MT799 and the BUYER indicates an unwillingness to
pay the security deposit or otherwise adhere to the terms of the contract between the parties, it
shall be treated as a cancellation of the contract, and the BUYER Signatory shall forfeit the security
deposit plus shall pay to the Seller a non-performance penalty of 2% of face value of the tranche.
Seller has a right to cancel the transaction and issue a cease and desist order.
4) If the BUYER fails to pay for the MT760 in a timely fashion as set forth in the contract, it shall be
considered a default and the BUYER shall forfeit the security deposit plus pay a non-performance
penalty of 2% of face value of the tranche to the Seller.
5) If the BUYER through its Receiving Bank fails to pay the Provider within the contracted time to pay
after the Provider has sent the MT760 and transmission has been confirmed by the Receiving Bank,
and it is discovered that the BUYER monetized, traded or funded the instrument or otherwise
received profit or value from the instrument, the BUYER shall pay a penalty of 5% of face value to
the Seller and 2% of face value to the Consultants, and the instrument will be recalled. In this event,
the Seller is entitled to keep any and all security deposit which has been paid to the Seller. Further,
the transaction and its failing parties will be reported to the issuing bank and proper authorities.
Seller will cancel the transaction.
6) If the BUYER through its Receiving Bank fails to pay for the MT760 when received by Receiving Bank,
and full transmission and delivery of the MT760 is confirmed, the BUYER Signatory, regardless of
whether the same party or different party than the MT760 Beneficiary, shall forfeit the security
deposit plus pay a non-performance penalty of 2% of face value of tranche to the Seller.
SELLER letterhead
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SELLER’S INITIALS_________ BUYER’S INITIALS_________ 9
7) The BUYER acknowledges legal responsibility for performance of designated Receiving Account
Beneficiary and hereby waives any defenses to non-performance, by claiming they are not the party
or entity responsible for any failure to perform and therefore, are not subject to any penalties for
non-performance. In addition, if any legal action is initiated against the Seller by the Account
Holder Beneficiary (BUYER) as a result of the forfeiture of the security deposit due to Account
BUYER’s non-performance, the BUYER Signatory shall be responsible for paying the Seller’s
reasonable legal fees to defend such action.
8) The BUYER acknowledges that the Seller Representative and any Consultants/Intermediaries
involved in the transaction are entirely independent legal and business entities from the Seller and
Issuing Bank and therefore, BUYER and its Beneficiary and associated parties waive any claims
against them in the event of any non-performance by any party.
9) If the Seller sends an MT799 to BUYER’s receiving bank and the receiving bank fails to respond or
provide an answer back to the sending bank, then the security deposit is forfeited due to non-
performance, as the MT760 has already been programmed. If any difficulty or problem occurs
concerning the receiving bank responding back to the sending bank, then it is the BUYER’s sole
responsibility to:
a. ensure that the receiving bank sends an MT199 to the sending bank specifying the nature of
the problem or difficulty or stating the bank’s inquiry,
b. the BUYER must provide a letter to the Seller on bank letterhead, signed by one bank officer
specifying the issue as to why the receiving bank has not yet responded to or can’t respond
to the MT799, and
c. BUYER must also provide Seller with a letter on BUYER’s corporate letterhead stating the
reason for such failure to respond and for any delays. If BUYER fails to do all of these, then
the security deposit will be forfeited for non-performance.
The BUYER acknowledges that verbally stating the problem to the Seller for failure to respond to the
MT799 without complying with all the above requirements will be insufficient to prevent the forfeit
of the security deposit. Seller at this time has a right to cancel the transaction and issue a cease and
desist order.
10) If the provider’s issuing bank sends a SWIFT MT799 and/or MT760 and the swift is held up by PRA
and PRA asks for proof of insurance coverage, the client must provide proof of insurance coverage or
acquire such coverage in order for the swift to be fully delivered to the beneficiary receiving bank. In
such an event, client has fifteen (15) banking days to present or acquire this insurance and present
to the PRA via the provider to get the swift rePURCHASEd. If the BUYER refuses to present or acquire
adequate insurance to enable a swift to be fully delivered to the receiving bank, the BUYER will
cause a failure and non-performance that is of no fault of the issuing bank or the provider, which will
force the provider and its issuing bank to cancel the transaction. In such an event, the BUYER shall
forfeit the security deposit.
11) Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure
involving any bank or PRA concerned in this transaction will result in the immediate cancellation of
this transaction and subject the violating party responsible for damages. The security deposit will be
forfeited should a cancellation occur.
PROVISIONS REGARDING SWIFT COMMUNICATIONS
The undersigned parties acknowledge and agree that the following provisions shall govern the sending and
receiving of SWIFTS between the sending and receiving banks in the transaction:
SELLER letterhead
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 It is the responsibility of the Account Beneficiary Receiving Bank (the account beneficiary receiving
the MT799/760) to respond to the SWIFT sent by the Issuing Bank or sent by any of the Issuing
Bank’s affiliated service companies. Should the Receiving Bank have any questions with respect to
the MT799 or MT760, or if there are any errors, misspellings, etc., all such questions shall be
addressed by a SWIFT message between the sending and receiving banks. All further
communications shall between the sending and receiving banks via SWIFT communication, solely on
a bank to bank basis. Bank officer to bank officer calls will only be arranged in special circumstances;
otherwise all communication shall take place via the SWIFT system.
 It is the responsibility of the BUYER Signatory to ensure that that Bank of his designated BUYER
(Account Beneficiary) can in fact receive the SWIFT MT760 from the Provider’s issuing bank, and that
the Receiving Bank can in fact confirm, fund and pay for the instrument. It is the responsibility of the
Signatory to do due diligence on and have communication with their Receiving Account Beneficiary,
to ensure that the transaction can be completed as per the contract. By signing this agreement, the
BUYER Signatory confirms that the BUYER (Account Beneficiary) is RWA to complete the transaction.
 The MT799 and MT760 verbiage with full account coordinates shall be agreed to by the undersigned
parties in the agreement, and prepared by the Provider and the programmed by its sending bank,
and thereafter lodged at the issuing bank. It is the responsibility of Signatory and BUYER to advise
their Private Banker and SWIFT department that a SWIFT MT760 is to be sent by the issuing Bank
and to ensure the BUYER is RWA to receive the SWIFT and the instrument, and have sufficient funds
to be able to pay for the instrument once confirmed and credited by the Receiving Bank.
BUYER SHOULD PROVIDE TO THE PROVIDER FROM THE RECEIVING BANK ACCEPTABLE SWIFT MT
799/760/700 VERBIAGE FROM RECEIVING BANK PRIOR TO CONTRACT– SEE EXHIBIT C,D.
THIS IS A PRIVATE SALE BETWEEN TWO PRINCIPALS AND IS NOT TO BE CONSTRUED AS AN OFFERING OF
FUNDS NOR SECURITIES AS DEFINED BY THE SECURITIES ACT OF 1933/34.
GENERAL PROVISIONS
Multiple banks and accounts may be used by BUYER and Seller to facilitate exhaustion of the Contract.
BUYER and Seller may change or add transaction banks by providing written notice within eight banking
hours to each other. Both Parties, as well, shall be responsible for their own institutional costs, and accept
liability for taxes, imposts, levies or charges that may be applicable in the execution of this transaction.
Generally recognized international standards concerning the payment of fees and commissions, as well as
non-circumvention and non-disclosure rules of the ICC shall apply for a period of five (5) years.
Facsimile, E-fax or e-mail transmission and copies of this document, associated contract and annexes, when
fully executed are to be considered like originals and as binding documents, except where proven to be
fraudulent.
NON-SOLICITATION
The BUYER hereby confirms and declares that the Seller, its associates or representatives or any person or
persons on its behalf has/have never ever solicited the BUYER, its shareholders or associates or
representatives in any way whatsoever that can be construed as a solicitation for this transaction or for
future transactions.
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 11
FORCE MAJEURE
Any delay in or failure of performance by either party of their respective obligations under this agreement
shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such
delays or failures in performance are caused by events or circumstance beyond the control of such party.
The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War,
Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the
control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or
prevent or remedy.
ARBITRATION
All disputes and questions whatsoever which arises between the parties to this agreement and touching on
this agreement on the construction or application thereof or any account cost, liability to be made
hereunder or as to any act or way relating to this agreement shall be settled by the arbitration in accordance
with the arbitration laws of the ICC, Publication no. 600.
ENTIRETY
This agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral representations or
communications. Neither of the parties may alter, amend, nor modify this agreement, except by an
agreement in writing signed by both parties. This agreement will be governed by and construed in
accordance with the laws of United Kingdom. In the event that either party shall be required to bring any
legal actions against the other to enforce any of the terms of this agreement, the prevailing party shall be
entitled to recover reasonable attorney fees and costs.
This Agreement has been agreed and executed by the undersigned on the date 11 August 2016.
For and On behalf of the BUYER For and On behalf of the SELLER
_________________________ ____________________________
Name: Name:
Company: Company:
Title: Chairman & Founder Title: CEO
Passport #: Passport#:
Nationality: Nationality: BRITISH
Issue date: 9th
of April 2010 Date of Issue:
Expiry date: 9th
of April 2015 Date of Expiry:
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 12
SELLER HAS THE RIGHT TO USE ANY OF HIS ACCOUNTS TO RECEIVE PAYMENTS FOR THE SECURITY DEPOSIT
AND PAYMENT FOR THE BANK INSTRUMENTS.
Any change to the Account Beneficiary Bank Coordinates must be in writing and take place before the
sending of the MT799 and MT760/700.
The SELLER and BUYER agree to the following banking coordinates pertaining to the agreement herein
stated:
SELLER’S BANK COORDINATES
SELLER BANK COORDINATES TO ISSUE THE SWIFT MT799 / MT 760 INSTRUMENT(S)
BANK NAME CREDIT SUISSE AG
BANK ADDRESS 1 CABOT SQUARE, LONDON E14 4QR, UNITED KINGDOM
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NO
BANK TEL
BANK SECURED FAX
BANK OFFICER
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS WINCHESTER HOUSE, 1 GREAT WINCHESTER STR, LONDON EC2N
2DB,UNITED KINGDOM
ACCOUNT HOLDER
BANK OFFICER
SWIFT CODE DEUTGB2L
ACCOUNT NUMBER
BANK NAME HSBC BANK PLC
BANK ADDRESS 8 CANADA SQUARE, LONDON E14 5HQ, UNITED KINGDOM.
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NO
BANK TEL
BANK SECURED FAX
BANK OFFICER
BANK NAME BARCLAYS BANK PLC
BANK ADDRESS 1 CHURCHILL PLACE, LONDON E14 5HP, UNITED KINGDOM
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 13
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NO
BANK TEL
BANK SECURED FAX
BANK OFFICER #1
BANK NAME CITIBANK
BANK ADDRESS
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NO
BANK TEL
BANK SECURED FAX
BANK OFFICER
BANK NAME JP MORGAN
BANK ADDRESS
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NO
BANK TEL
BANK SECURED FAX
BANK OFFICER #1
BANK NAME STANDARD CHARTERED BANK
BANK ADDRESS LONDON
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NO
BANK TEL
BANK SECURED FAX
BANK OFFICER #1
BANK NAME STANDARD CHARTERED BANK
BANK ADDRESS HONG KONG
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NO
BANK TEL
BANK SECURED FAX
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 14
BANK OFFICER #1
BUYER'S BANK COORDINATES TO RECEIVE THE MT799 PREADVISE AND MT760 BANK INSTRUMENT
Bank Name
Bank Address
Bank Officer
Secured Tel:
SWIFT Code
Account Holder
Account Number
Signatory Name
BUYER'S BANK COORDINATES TO SEND THE MT103 PAYMENT FOR THE INSTRUMENT
Bank Name
Bank Address
Bank Officer
Secured Tel:
SWIFT Code
Account Holder
Account Number
Signatory Name
BUYER'S BANK COORDINATES SENDING THE REFUNDABLE SECURITY DEPOSIT
Bank Name
Bank Address
Bank Officer
Secured Tel:
SWIFT Code
Account Holder
Account Number
Signatory Name
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 15
CLIENT INFORMATION SHEET
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal
Marketing Fee Circular of December 1998, concerning the prevention of money laundering, the following
information may be supplied to banks and/or other Federal Institutions for purposes of verification.
1) LESSEE’s Name
Business Address
Business Registration No.
2) Represented By
Nationality
Passport No.
Date if Issue
Date of Expiration
Date & Place of Birth
Address
Bank co-ordinates
Name of Bank:
Bank address:
Bank Account Name
Bank Account Number
Bank SWIFT CODE ROUTING NO
Bank Officer Name & Title Tel No.
Euroclear Account Number:
3) Funds Information
Origin-
Are Funds clean and Clear?
Brief Corporate activities
4) Contact Information
Telephone
Mobile
Skype
Email Address
Declaration: I hereby swear under penalty of perjury, that the information provided is both true and
accurate. I am the signatory on the aforementioned bank account. All monies engaged in this transaction are
derived from non-criminal origin; and, are good, clean and cleared. The origins of funds are in compliance
with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 16
For and on behalf of
__________________________________________________
NAME:
COMPANY:
TITLE: CEO
PASSPORT NO:
COUNTRY OF ISSUE:
ISSUED DATE:
EXPIRATION DATE:
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 17
CORPORATE RESOLUTION
Re: PRIVATE TRANSACTION OF PURCHASE OF FRESH CUT STANDBY LETTER OF CREDITS
THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF -----------------, HAVING ITS ADDRESS AT ------------------
--*HEREAFTER CALLED “COMPANY”+ ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND
REGULARLY CALLED, NOTICED AND HELD ON -------------, AT THE COMPANY’S ABOVE REFERENCED ADDRESS
AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE
UNANIMOUSLY ADOPTED TO WITHHOLD AND IT WAS RESOLVED THAT:
MR ----------- with ---------------- ID NUMBER: ------------, SHALL BE AND IS HEREBY APPOINTED TO SERVICE AS
DIRECTOR OF FINANCE OF THE COMPANY AND THAT HE IS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE
SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE
COMPANY IN CONNECTION WITH A SBLC TRANSACTION, AND TO EFFECT THE OPENING AND OPERATION OF
BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK [S] HE SHALL
SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS
DISCRETION AND DETERMINATION, AND TO EXECUTE INVESTMENT OR DEPOSIT CONTRACTS WITH HIS
SELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION,
FOR AND IN THE BEST INTERESTS OF THE COMPANY. IT WAS FURTHER RESOLVED THAT MR ---------------------,
SHALL BE AND IS HEREBY AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS
AND THE PROVISIONS THEREOF ARE IN FULL CONFORMITY WITH THE CHARTER, BY LAWS AND ARTICLES OF
INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY
THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN
ARE ACCOMPLISHED.
IT IS FURTHER CERTIFIED THAT THE ABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY
ELECTED AND APPOINTED TO HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED
TO ACT FOR AND ON BEHALF OF THE COMPANY, AND THAT THIS CORPORATE RESOLUTION’S FAX OR
PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY
EVERYONE, FOR ALL PURPOSES, EVERYWHERE.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN
CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY, August 11, 2016:
_________________________________________
NAME:
COMPANY:
TITLE: CEO
PASSPORT NO:
COUNTRY OF ISSUE:
ISSUED DATE:
EXPIRATION DATE:
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 18
“EXHIBIT A”
Sample RWA Letter via Secured Fax to be sent from Issuing Bank (Applicant) to the Receiving Bank
(Beneficiary) Bank
(Text may vary in substance but the essential undertaking must be maintained)
TRANSACTION CODE:
REFERENCE CODE:
APPLICANT:
BENEFICIARY:
ATTN: *RECEIVING BANKER’S INFORMATION+
AMOUNT: €500,000,000.00 (FIVE HUNDRED MILLION EUROS ONLY)
Dear Sir,
SUBJECT: CONFIRMATION OF READY WILLING ABLE TO ISSUE AND DELIVER AN UNCONDITIONAL FRESH CUT
STANDBY LETTER OF CREDIT (SBLC) FULLY CASH BACKED WITH A FACE VALUE OF €500,000,000.00 (FIVE HUNDRED
MILLION EUROS ONLY) IN FAVOR OF [CLIENT BENEFICIARY NAME].
We, [Name of Issuing Bank with Bank address] hereby confirm with full banking responsibility that we are ready, willing
and able to issue SBLC/(SBLC) in favour of --------------------------------------- with Account Number: --------------------------------
-- with face value of €500,000,000.00 (Five Hundred Million Euros Only) In The Lawful Currency Of The European UNION
and it shall be transmitted and confirmed via Swift MT799 followed by Swift MT760.
The Standby Letter of Credit (SBLC) is irrevocable, unconditional and it is transferable, assignable, negotiable, divisible,
and shall be honoured on maturity date one year and one day.
We further confirm that the SBLC (SBLC) is cash backed, free and cleared of any encumbrances; the cash is good, clean
and clear funds of non-criminal origins. Further, we hereby confirm that we will deliver the said Standby Letter of Credit
(SBLC) via Swift MT799 followed by Swift MT760 and the hard copy will be sent by Bank Bonded Courier to the
designated bank coordinates below.
BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXX
BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXX
BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXX
Please, kindly confirm you are ready to receive and fund this bank instrument on behalf of the beneficiary. Please due
to the confidentiality of this transaction you are advised to authenticate this RWA by replying through our secured fax
number: +44 ========= only as email reply would not be accepted. This RWA message is valid for (3) THREE banking
days only.
FOR AND ON BEHALF OF XXXXXXXXXXXXXX
--------------------------------------
BANK OFFICER NAME BANK OFFICER NAME
ISSUER BANK ISSUER BANK
DESIGNATION DESIGNATION
OFFICER CODE OFFICER CODE
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 19
Exhibit A1 - Sample RWA Letter via Secured Fax to be sent from Receiving Bank to the Issuing (Sending)
Bank
(Text may vary in substance but the essential undertaking must be maintained)
TRANSACTION CODE:
REFERENCE CODE:
APPLICANT:
BENEFICIARY:
ATTN : *SENDING BANKER’S INFORMATION+
AMOUNT : €500,000,000.00 (FIVE HUNDRED MILLION EUROS ONLY)
We, [Name of Receiving with Bank address] hereby confirm with full banking responsibility that we received your
fax dated [00/00/000] and that we represent our bank client XXX represented its CEO, XXXXXX and that we
are ready, willing and able to receive and fund the SBLC/(SBLC) in favour of our beneficiary -----------------------
---------------- Account Number: ---------------------------------- with face value of €500,000,000.00 (Five Hundred
Million Euros Only) In The Lawful Currency Of The European UNION.
We further stated that it shall be transmitted and confirmed via Swift MT799 followed by Swift MT760 to the
following bank coordinates:
BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXX
BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXX
BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXX
We shall confirm with full banking responsibility our receipt of the swift transmission via MT199/799.
Please, kindly send out the Swift MT799 and we are ready to answer any further questions on behalf of our
bank client and beneficiary through our secured fax number: +44 ========= or via swift message only. This
RWA message is valid for (3) THREE banking days only.
FOR AND ON BEHALF OF XXXXXXXXXXXXXX
--------------------------------------
BANK OFFICER NAME BANK OFFICER NAME
ISSUER BANK ISSUER BANK
DESIGNATION DESIGNATION
OFFICER CODE OFFICER CODE
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 20
“EXHIBIT B”
SAMPLE REFUND UNDERTAKING LETTER
(Text may vary in substance but the essential undertaking must be maintained)
DATE:
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
COMPANY NAME :
ADDRESS :
ATTN :
NATIONALITY :
PASSPORT NO :
Dear Sir/Madam,
Irrevocable Corporate Undertaking & Refund Letter
We hereby confirm with full corporate responsibility under penalty of perjury that we are ready, Willing and
able to deliver a Fresh Cut Standby Letter of Credit (SBLC) for total face value of €1,000,000,000.00 (One
Billion Euros Only) first tranche €500,000,000.00 (Five Hundred Million Euros Only) from our issuing bank
BARCLAYS BANK PLC LONDON 1 CHURCHILL PLACE E14 5HP UNITED KINGDOM, as agreed in the Deed of
Agreement to your bank coordinates with HSBC PLC, London, Address; XXXXXXXXX , within 72hours upon
confirmation of your wire transfer of €250,000.00 (Two Hundred And Fifty Thousand Euros Only) being the
Security Deposit to deliver Swift MT799 followed by MT760 to your nominated bank account below.
BUYER’s Full Banking Coordinates:
BANK NAME
BANK ADDRESS
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NUMBER
BANK TEL
BANK SECURED FAX
BANK OFFICER
We however, agree to refund immediately to you the €250,000.00 (Two Hundred And Fifty Thousand Euros
Only) within 14 banking days after we have delivered the Standby Letter of Credit (SBLC) by Swift MT799 and
MT760 or it will be deduct from our fee as stated in the contract.
For and on behalf of
OFFICER SIGNATURE
OFFICER NAME
TITLE
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 21
“EXHIBIT B”
SAMPLE INVOICE FOR BANK CHARGES FROM THE PROVIDER
(Text may vary in substance but the essential undertaking must be maintained)
DATE:
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
COMPANY NAME :
ADDRESS :
ATTN :
NATIONALITY :
PASSPORT NO :
Dear Sir/Madam,
THIS INVOICE EXPIRES ON XX JULY 2015. IF NOT PAID BY THEN, DO NOT PAY TO THE COORDINATES WITHOUT
CONFIRMING ACCOUNT DETAILS WITH US.
Invoice Ref No: XXXX-11110000001
We hereby submit our invoice for the wire transfer payment of €250,000.00 (Two Hundred And Fifty
Thousand Euros Only) being the Security Deposit to send Swift MT799 and MT760 for a fresh cut Standby
Letter of Credit (SBLC) first tranche of €500,000,000.00 (Five Hundred Million Euros Only) which our issuing
bank will send by Swift MT799 followed by MT760 to your receiving bank account as stated in our deed of
agreement.
Kindly transfer the total sum of €250,000.00 (Two Hundred And Fifty Thousand Euros Only) being the
Security Deposit charges into our provided bank account below and send a confirmation copy after
confirmation of the wire transfer our issuing bank will send by swift MT799 as agreed in the deed contract.
Account to Receive the Security Deposit:
BANK NAME
BANK ADDRESS
ACCOUNT HOLDER
SWIFT CODE
ACCOUNT NUMBER
BANK TEL
BANK SECURED FAX
BANK OFFICER
For and on behalf of
XXXX
OFFICER SIGNATURE
OFFICER NAME
TITLE
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 22
“Exhibit C”
TEXT OF SWIFT MT799 PRE ADVICE
SELLER'S FULL BANK INFORMATION
BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXXXX
BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK PHONE NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK FAX NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX
IBAN NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXXXX
===========================NORMAL======================================================
========================================================================================
===========================
BUYER’S FULL BANK INFORMATION
BENEFICIARY : XXXXXXXXXXXXXXXXXXXXXXX
AMOUNT : USD/EUR
CURRENCY : $/EUR
STANDBY LETTER OF CREDIT # : XXXXXXXXXXXXXXXXXXXXXXXX
DATE OF ISSUE : XXXXXXXXXXXXXXXXXXXXXXXX
MATURITY DATE : XXXXXXXXXXXXXXXXXXXXXXXX
DATE OF EXPIRY : XXXXXXXXXXXXXXXXXXXXXXXX
PLACE OF ISSUE : XXXXXXXXXXXXXXXXXXXXXXXX
BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXX
BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXX
BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXX
BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXX
WE, XXXXXXXXXXXXXXX BANK ADDRESS:, ISSUING SBLC, HEREBY CONFIRM WITH FULL BANKING
RESPONSIBILITY THAT WE ARE READY TO ISSUE SBLC IN NAME OF BENEFICIARY FOR FACE VALUE OF
EURO/USD AND IT SHALL BE TRANSMITTED AND CONFIRMED VIA SWIFT MT 760 AND THE HARD COPY OF
SBLC WILL BE SENT THROUGH BANK BONDED COURIER WITHIN 3 BANKING DAYS.
THE SBLC IS IRREVOCABLE, UNCONDITIONAL AND IS TRANSFERABLE, ASSIGNABLE, NEGOTIABLE AND
DIVISIBLE SHALL BE HONORED ON MATURITY DATE.
------------------------MESSAGE TRAILER----------------------------
FOR AND ON BEHALF OF XXXXXXXXXXXXXX
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 23
--------------------------------------
BANK OFFICER NAME BANK OFFICER NAME
ISSUER BANK ISSUER BANK
DESIGNATION DESIGNATION
OFFICER CODE OFFICER CODE
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 24
Exhibit C-2
SAMPLE SBLC MT799 PREADVISE
-------------------------------------MESSAGE HEADER-----------------------------------------------
SWIFT INPUT: FIN 799 PRE-ADVICE
SELLER: DEUTGB2LXXX
BUYER BANK:
--------------------INSTANT TYPE AND TRANSMISSION-------------------------------------------------
MESSAGE TYPE:MT799
FROM: DEUTSCHE BANK AG
ADDRESS: WINCHESTER HOUSE, 1 GREAT WINCHESTER STR, LONDON EC2N 2DB,UNITED KINGDOM
ORDERING CUSTOMER:
ACCOUNT NUMBER:
TRANSACTION CODE:
SWIFT CODE:DEUTGB2L
TO:
ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
BANK OFFICER:
SWIFT CODE: HBVKIDJA
:21:INSTRUMENT
PRE-ADVICE
70:TRANSFER
DEUTSCHE BANK AG
---------------------------------------MESSAGE TEXT-----------------------------------------------
20: TRANSACTION REFERENCE NUMBER
31A: DATE OF ISSUE:
31D: DEUTSCHE BANK AG
52A: BENEFICIARY:
59: CURRENCY: $
AMOUNT: $100,000,000.00 (ONE HUNDRED MILLION DOLLARS ONLY)
AS PER INSTRUCTIONS OF OUR CLIENT, XXXX UK LIMITED WITH ACCOUNT NUMBER XXXX.
WE DEUTSCHE BANK AG, LOCATED AT WINCHESTER HOUSE, 1 GREAT WINCHESTER STR,LONDON EC2N
2DB,UNITED KINGDOM, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY, THAT WE ARE READY, WILLING
AND ABLE TO ISSUE AN UNCONDITIONAL, DIVISIBLE, AND ASSIGNABLE, CASH BACKED STANDBY LETTER OF
CREDIT (SBLC) OF ICC 500/600 FORMAT, TO THE BENEFICIARY: XXXX IN THE TOTAL AMOUNT OF
$100,000,000.00 (ONE HUNDRED MILLION DOLLARS ONLY) IN THE LAWFUL CURRENCY OF THE AMERICAN
UNION, WITH MATURITY DATE OF ONE YEAR AND ONE MONTH FROM ISSUANCE DATE. AND IT SHALL BE
TRANSMITTED AND CONFIRMED VIA SWIFT MT760 AND THE HARD COPY OF THE CASH BACKED STANDBY
LETTER OF CREDIT (SBLC) WILL BE SENT THROUGH BANK BONDED COURIER WITHIN 7 BANKING DAYS
THE STANDBY LETTER OF CREDIT (SBLC) IS IRREVOCABLE, UNCONDITIONAL AND IS TRANSFERABLE,
ASSIGNABLE, NEGOTIABLE AND DIVISIBLE SHALL BE HONORED ON MATURITY DATE
THIS PRE-ADVICE IS VALID FOR TEN (10) INTERNATIONAL BANKING DAYS ONLY AS AN OPERATIVE
INSTRUMENT,
NO MAIL CONFIRMATION WILL FOLLOW, ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.
FOR AND ON BEHALF OF DEUTSCHE BANK AG
1GREAT WINCHESTER STREET EC2N 2DB LONDON, UNITED KINGDOM.
HENRY - (DBAGXXXXX) COLIN - (DBAGXXXXX)
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 25
OFFICER OFFICER
-------------------------------------Message Trailer ---------------------------------------------
{CHK: )
PKI Signature: MAC-Equivalent
---------------------------------- Intervention -------------------------------------------------
***END OF MESSAGE***
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 26
STANDBY LETTER OF CREDIT TEXT OF SWIFT MT760 PURCHASE FROM BARCLAYS
SELLER’S FULL BANK INFORMATION
BANK NAME : BARCLAYS BANK PLC
BRANCH ADDRESS : 1 CHURCHHILL PLACX LONDON, E14 5HP
BANK PHONE NUMBER :
BANK FAX NUMBER :
BANK SWIFT CODE : BARCGB22
BANK OFFICER NAME :
BANK ACCOUNT NAME :
BANK ACCOUNT NUMBER :
IBAN NUMBER :
BUYER’S FULL BANK INFORMATION
BENEFICIARY :
AMOUNT :€150,000,000.00 (ONE HUNDRED FIFTY MILLION EURO ONLY)
CURRENCY : EURO
STANDBY LETTER OF CREDIT # : TBA
DATE OF ISSUE : OCTOBER __, 2016
MATURITY DATE : OCTOBER __, 2015
DATE OF EXPIRY : OCTOBER __, 2015
PLACE OF ISSUE : LONDON, UK
BANK NAME :
BRANCH ADDRESS :
BANK SWIFT CODE :
BANK OFFICER NAME :
BANK ACCOUNT NAME :
BANK ACCOUNT NUMBER :
IBAN NUMBER :
BANK PHONE :
BANK FAX :
EMAIL :
FOR THE VALUE RECEIVED, WE THE UNDERSIGNED, BARCLAYS BANK PLC, 1 CHURCHILL PLACE, LONDON
E14 5HP, UNITED KINGDOM, HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE,
DIVISIBLE AND WITHOUT PROTEST OR NOTIFICATION PROMISE TO PAY AGAINST THIS STANDBY LETTER OF
CREDIT NUMBER: _________________ TO THE ORDER OF BENEFICIARY NAME OR THE BEARER OR HOLDER
THEREOF, AT MATURITY DATE OF OCTOBER __, 2015 BEING ONE YEAR AND ONE DAY FROM ISSUE DATE,
THE SUM OF €150,000,000.00 (ONE HUNDRED FIFTY MILLION EURO ONLY) THE LAWFUL CURRENCY OF THE
EUROPEAN UNION, UPON PRESENTATION AND SURRENDER OF THIS STANDBY LETTER OF CREDIT AT ANY
OF THE COUNTERS OF BARCLAYS BANK PLC, ON ITS DATE OF MATURITY, BUT NOT LATER THAN FIFTEEN
(15) DAYS AFTER THE MATURITY DAY.
SUCH PAYMENT SHALL BE MADE SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR
WITHHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 27
OR ASSESSED BY THE GOVERNMENT OF COUNTRY OF ISSUE OR ANY POLITICAL SUBDIVISION OR
AUTHORITY AND THEREOF.
THIS STANDBY LETTER OF CREDIT IS DIVISIBLE, ASSIGNABLE AND TRANSFERABLE WITHOUT
PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGES.
THIS STANDBY LETTER OF CREDIT IS GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICE FOR STANDBY
LETTER OF CREDIT AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, UNIFORM RULES FOR
DEMAND GUARANTEE. (ICC PUBLICATIONS NO: 500/600)
THIS STANDBY LETTER OF CREDIT IS AN OPERATIVE INSTRUMENT THAT CAN BE CONFIRMED AND VERIFIED
BANK-TO BANK BY SWIFT.
FOR AND ON BEHALF OF:
BARCLAYS BANK PLC
1 CHURCHILL PLACE
LONDON E14 5HP
UNITED KINGDOM
AUTHORIZED OFFICER 1: NAME , PIN, TITLE
AUTHORIZED OFFICER 2: NAME , PIN, TITLE
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 28
“EXHIBIT D”
SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK
(Text may vary in substance but the essential undertaking must be maintained)
FROM
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
TO
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
TRANSACTION CODE:
SBLC/SBLC NO:
CURRENCY:
AMOUNT:
ISSUING DATE:
MATURITY DATE:
FOR THE VALUE RECEIVED, WE XX<Name & Address of SBLC /SBLC/MTN Issuing Bank>XX. HEREBY
IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION PROMISE AND GUARANTEE
TO PAY ON TIME, IN FULL AND WITHOUT DELAY, AGAINST THIS SBLC /SBLC /MTN IN FAVOUR OF XX
CLIENT’S NAME XXX, THE BEARER OR HOLDER THEREOF, AT MATURITY THE OF 00,000,000.00 (amount in
word) IN THE LAWFUL CURRENCY OF XXX THE UNITED STATES OF AMERICA OR EUROPEAN UNION XXX.
SUCH PAYMENT WILL BE UPON PRESENTATION AND SURRENDER OF THIS SBLC /SBLC/MTN AT THE OFFICE
OF XX<Name of SBLC /SBLC Issuing Bank>XX WITHOUT SETOFF AND FREE AND CLEAR OF ANY
DEDUCTIONS, CHARGES, FEE OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER IMPOSED, LEVIED,
COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE ISSUING OR PAYING BANK OR ANY
POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.
THIS SBLC /SBLC /MTN SHALL BE GOVERNED AND BE CONSTRUED IN ACCORDANCE WITH THE UNIFORM
RULES FOR DEMAND GUARANTEE (URDG), AS SET FORTH BY THE INTERNATIONAL CHAMBER OF
COMMERCE, PARIS, FRANCE ICC PUBLICATION #600.
THIS SBLC /SBLC /MTN IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US.
For and on behalf of:
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 29
XXX ISSUING BANK XXX
XXX ISSUING BANK ADDRESS XXX
BANK OFFICER 1 BANK OFFICER 2
TITLE (PIN) TITLE (PIN)
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 30
IRREVOCABLE FEE PROTECTION AGREEMENT
BANK INSTRUMENT DETAILS
Instrument Type : STANDBY LETTER OF CREDIT [SBLC] as per Exhibit D
Term : One (1) Year and One (1) Day
Age : Fresh Cut / PURCHASE
Issuing Bank Menu : HSBC, CREDIT SUISSE, UBS, NATWEST, BARCLAYS BANK, DEUTSCHE BANK,
BNP PARIBAS, CITI BANK, JP MORGAN, STANDARD CHARTERED BANK
Interest Rate : Zero Per cent (0%)
Leasing fees : 35% (Thirty-Five per cent) of SBLC Face Value per annum+ 2% consultancy
fees Currency : Euro
Contract : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD)
First Tranche : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD)
Denominations : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD)
Transaction Mode : Swift only with SWIFT MT799 SLBC pre-advice as per Exhibit C.
Consultant Fees : Total 2% [Brokers: 1% SELLER side and 1% BUYER Side]
Bank RWA : Seller’s Bank sends RWA to BUYER’s Bank via secured fax, and Reciver’s
Bank sends reply back to Seller’s Bank via secured fax stating (RWA) ready
and willing and able to receive the swift MT799 AND MT760 of the bank
instrument and able to fund the bank instrument, and to ensure proper
routing of the swifts as per Exhibit A.
Delivery : BUYER to Pay for Security Deposit to send MT799 AND MT760 with hard
copy to follow
Payment : By MT103 by Swift Wire Transfer within five (5) to ten (10) banking days as
noted by BUYER in the DOA.
Hard Copy : By Bonded Courier within seven (7) banking days after receipt and
authentication of the bank instrument by SWIFT MT760
Security Deposit : BUYER to Pay to Seller Two Hundred Fifty Thousand Euro/USD ($€250,000)
to Six Hundred Fifty Thousand Euro/USD ($€650,000) as a
Refundable/Deductible Security Deposit for Seller to send MT799 AND
MT760 as per Invoice Exhibit B. Security Deposit will be fully refunded within
Thirty (30) banking days unless deducted from the invoice price.
Both Seller and BUYER/Payer agree that the Consultants involved in the transaction between BUYER/Payer
and Seller for the above-referred instrument(s) are entitled to 2% of the *SBLCs face value as consulting fees
for facilitating the transaction. These consultant fees will be shared between the Seller’s and BUYER/Payer’s
Consultants as specified herein below.
The Parties agree that the consultant fees stated (2%) are compensation and consideration for consulting
and facilitating services rendered, and are irrevocably and unconditionally guaranteed to be paid by the
BUYER/Payer to Consultants listed in this IFPA by wire transfer simultaneously with the BUYER/Payer’s
payment of 35% of the face value of the SBLCs as purchase price to the Seller for each and every tranche
and/or transaction of the SBLCs. BUYER/Payer acknowledges that failure to pay the 2% consultancy fees as
specified herein shall be cause for cancellation of the transaction.
BUYER/Payer agrees that the consultancy fees will be free of legal impediments and free of any deductions,
excluding bank transfer fees, for this and all subsequent transactions between the parties.
PAYER COORDINATES
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 31
XXX COMPANY LTD with offices located at: XXXXX, represented by its Authorized Signatory Mr XXXX, with PR
China passport No. XXXXX shall pay the commission to the intermediaries per this agreement from the
following account:
Bank Name
Bank Address
Bank Officer
Title
Secured Tel
SWIFT Code
Account Name
Account Number
Both parties hereby agree that the Consultants set forth in this IFPA shall be paid as follows:
TOTAL FEES OF 2% (TWO PERCENT) OF FACE VALUE OF EACH AND EVERY TRANCHE IN EURO/USD PAID BY
THE BUYER/PAYER TO CONSULTANTS. CONSULTANT FEES SHALL BE ALLOCATED 1% TO SELLER SIDE AND
1% to BUYER SIDE CONSULTANTS AS FOLLOWS:
AUTHORIZED SELLER REPRESENTATIVE
To receive 1.0% of face value of the SBLC as commission fees (CLOSED):
PAYMASTER NAME TBA
PAYMASTER EMAIL ADDRESS TBA
PASSPORT NUMBER
PAYMASTER TELEPHONE TBA
PAYMASTER ADDRESS
BANK NAME BB&T (Branch Banking and Trust Company) N.A.
BANK ADDRESS
BANK OFFICER
BANK TELEPHONE
BANK FAX
SWIFT CODE
ABA ROUTING
ACCOUNT NAME
ACCOUNT TYPE
ACCOUNT NUMBER
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 32
THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE BUYER/PAYER.
AUTHORIZED BUYER REPRESENTATIVE(S)
To receive 0.X% of face value of the SBLC as commission fees:
THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE BUYER/PAYER.
SPECIAL WIRE INSTRUCTIONS
Send a copy of the text message
Text Message: The SWIFT or CLEARSTREAM text message
covering all remittances shall clearly state the following: “SAME
DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN
TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY
AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT
TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED
FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON
COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-
TERRORIST ORIGINS. COPY TO LHARRISON@ALTIKA.COM
FOR BENEFIT OF: TBA AND/OR ASSIGNS
PAYMASTER NAME
PAYMASTER ADDRESS
PASSPORT NUMBER
PAYMASTER TELEPHONE
PAYMASTER FAX
PAYMASTER EMAIL
BANK NAME
BANK ADDRESS
BANK OFFICER
BANK TELEPHONE
BANK FAX
SWIFT CODE
ABA ROUTING
ACCOUNT NAME
ACCOUNT TYPE
ACCOUNT NUMBER
SPECIAL WIRE INSTRUCTIONS
Send a copy of the text message
Text Message: The SWIFT or CLEARSTREAM text message
covering all remittances shall clearly state the following: “SAME
DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN
TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY
AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT
TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED
FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON
COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-
TERRORIST ORIGINS.
FOR BENEFIT OF: AND/OR ASSIGNS
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 33
To receive 0.X% of face value of the SBLC as commission fees:
THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED
HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE BUYER/PAYER.
In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents,
companies, designees, trustees or executors, it is understood and agreed that the parties hereto are
mutually desirous of effecting this business transaction in cooperation with one another for their mutual
benefit and all signatory parties agree to abide by the following terms and conditions:
NON-DISCLOSURE
BUYER/Payer, Seller and all parties agree to preserve the confidentiality of all proprietary and confidential
information obtained in the course of this transaction pertaining to the Seller, BUYER/Payer and Consultants
and any of their projects. BUYER/Payer agrees to keep confidential the identity of all the Seller signatories
and all contacts provided by any Seller signatories.
NON-CIRCUMVENTION
PAYMASTER NAME
PAYMASTER ADDRESS
PASSPORT NUMBER
PAYMASTER TELEPHONE
PAYMASTER EMAIL
BANK NAME
BANK ADDRESS
BANK OFFICER
BANK TELEPHONE
BANK FAX
SWIFT CODE
ABA ROUTING
ACCOUNT NAME
ACCOUNT TYPE
ACCOUNT NUMBER
SPECIAL WIRE INSTRUCTIONS
Send a copy of the text message
Text Message: The SWIFT or CLEARSTREAM text message
covering all remittances shall clearly state the following: “SAME
DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN
TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY
AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT
TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED
FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON
COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-
TERRORIST ORIGINS. Copy to
FOR BENEFIT OF: AND/OR ASSIGNS
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 34
1. Each party agrees that they will not make any contact with, deal with, contract with or be involved with
any individuals, introduced by the other Signatory or Consultants, without specific permission from the party
that introduced them to that Party.
2. Each Signatory agrees to keep confidential the identity of and all contacts so provided by any other
signatories or Consultants.
3. The parties hereto agree that all fees as agreed by the parties shall be paid in full at the end of every
transaction (tranche).
4. This agreement shall be legally binding on the parties hereto, their principals, employees, representatives,
agents and assigns in all countries of the world.
5. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty
in all their dealings. This agreement shall be respected and honored at all times, unless otherwise mutually
agreed upon and any party will permit no attempt or hint of circumvention. The BUYER/Payer agrees that
he/she will not act in any way to circumvent the Consultants named herein in order to avoid the payment of
fees duly owed hereunder.
6. Each of the above parties agrees and understands that any overt or covert action of circumvention
prescribed by this agreement shall be construed as a fraudulent act against the other party and will be
subject to judicial action, recompense for damages, possible punitive damages and injunctive relief allowed
by the legal process.
ATTORNEY’S FEES
The parties agree that in the event of a dispute, they will, in good faith, use their best efforts to negotiate a
mutually acceptable and commercially reasonable resolution of their differences. In the event that
Consultants shall be required to bring any legal actions against the BUYER/Payer to enforce any of the terms
of this agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs. The
requirement of arbitration between BUYER/Payer and Seller does not apply to any legal action by
Consultants to recover payment of their fees from BUYER/Payer or for any damages sustained from
BUYER/Payer’s circumvention of them. Consultants reserve the right to take appropriate legal action against
BUYER/Payer/Payer in the event of non-payment of their fees.
TIME / DURATION / MANNER OF PAYMENT
BUYER/Payer agrees that payment of consultant fees as compensation for services rendered are irrevocably and
unconditionally guaranteed to be paid by the BUYER/Payer to the Consultants listed in this IFPA by wire transfer
simultaneously with payment of the instrument to Seller as specified herein for each and every tranche until the
full amount of the contract has been exhausted and tranching has been completed. The fees shall be free of
legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent
transactions between the parties.
TAXES
BUYER/Payer and Consultants understand and agree that each party shall each be individually responsible
for the payment of their own respective taxes and government charges that may be applicable.
NOTIFICATIONS / DISCLOSURES
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 35
BUYER/Payer agrees to be fully transparent and keep Payees /Consultants informed as to the status and
commencement of transactions and receipt of proceeds or instruments hereunder and shall not conceal any
information, so as to avoid the payment of Consultant fees hereunder.
CLEAN AND CLEAR FUNDS
BUYER/Payer further represents under penalty of perjury that the funds he shall use to pay for the security
deposit and pay for the instrument are of good, clean, clear, and non-criminal origin.
ACKNOWLEDGEMENT
BUYER/Payer acknowledges that the Seller Representative (Mandate) and Consultants involved in the
transaction are completely and entirely independent legal and business entities from the Seller and Issuing
Bank and therefore, BUYER/Payer waives any and all claims against them in the event of any non-
performance by any party. BUYER/Payer further acknowledges it is his and his company’s sole legal
responsibility to do proper due diligence on the Seller and BUYER/Payer’s receiving account beneficiary (if
different entity than Signatory) and that all Consultants are merely independent intermediaries in this
transaction.
BUYER/Payer further acknowledges that any and all information provided to him was in direct response to
BUYER/Payer’s request and not due to any solicitation or request on the part of Consultants. BUYER/Payer
further acknowledges that all Consultants are merely acting in a sourcing and consulting capacity as
intermediaries between the Seller and BUYER/Payer. BUYER/Payer acknowledges that Consultants are not,
and have never represented themselves to be, licensed securities brokers, bankers, security officers, forensic
investigators nor agents or employees of the Seller or his lending institution or issuing bank. BUYER/Payer
further acknowledges that to the best of his knowledge, the contemplated transactions are strictly one of
private placement, and are in no way relying upon or governed by the United States Securities Act of 1933
and does not involve the sale of securities as contemplated by said Act or any other SEC related regulations.
Therefore, BUYER/Payer agrees to waive any and all such related defenses to payment of fees to
Consultants.
HEIRS OR ASSIGNS
This agreement shall be legally binding on the parties hereto, their principals, employees, representatives,
agents and assigns in all countries of the world.
This agreement shall be binding, individually or collectively, upon and for the benefit of parties and their
respective successors and assigns for their mutual advantage or goodwill. In the event of death of any of the
parties, the surviving parties agree that the beneficiaries of the deceased party shall receive any and all
payments pursuant to this agreement that would have been earned by the deceased party, under the same
terms and conditions as if the party were not deceased.
EMAIL / FACSIMILE
This Irrevocable Fee Protection Agreement may be executed in any number of email or facsimile
counterparts with the same effect as if all parties hereto signed the document. All email or facsimile
counterparts shall be construed together and shall constitute one and the same Agreement. BUYER/Payer
agrees to accept full responsibility for authenticity. The transaction code shall be included with each
payment or piece of correspondence. The parties hereto agree that a facsimile communication transmission
or type of digitally signed electronic document is to be considered an original document, binding and
enforceable, but subject to any claim or defense that such communication was not authentic.
VIOLATIONS OF LAW, PARTIAL INVALIDITY
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 36
Each party agrees that it shall not take any action which will cause the parties of this Agreement to be in
violation of any law of any jurisdiction in which there is to be performance of this or any other Agreement
between the parties including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the U.S.
Export Control Laws, the U.S. Antitrust Laws and the U.S. Anti-Boycott Laws. In the event that any portion of
this Agreement is found to be a violation of applicable law, or otherwise void or voidable, only such portions
of the Agreement(s) which are void or voidable shall not apply, and the remainder of the Agreement(s) shall
remain in full force and effect.
GOVERNING LANGUAGE
This agreement may be translated into any other language but the governing language is English.
CONTROLLING LAW AND CONSENT TO JURISDICTION
This agreement has been made and shall be construed (interpreted) according to the laws of the United
States of America in any court of competent jurisdiction. BUYER/Payer hereby waives any other venue to
which they might be entitled by virtue of domicile, habitual residence, or otherwise.
This Irrevocable Fee Protection Agreement (IFPA) is hereby incorporated and made a part hereof of the
Deed of Agreement set forth hereinabove.
ENTIRETY
This IFPA contains the entire agreement and understanding between the Parties and Consultants concerning
non-circumvention, non-disclosure, compensation and payment of consulting fees and supersedes and
replaces all prior negotiations and proposed agreements, written or oral representations or
communications. Neither of the parties may alter, amend, nor modify this agreement, except by an
agreement in writing signed by both parties. This agreement will be governed by and construed in
accordance with the laws of United States.
This Fee Protection Agreement has been agreed and executed by the undersigned on the date 17 July 2015.
For and On behalf of the BUYER For and On behalf of the SELLER
_________________________ _________________________
Name: Name:
Company: Company:
Title: Title:
Passport #: Passport #:
Nationality: Nationality:
Issue date: 9th
of April 2010 Issue date: 14/01/2009
Expiry date: 9th
of April 2015 Expiry date: 14/01/2015
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 37
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 38
BUYER’S PASSPORT
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 39
BUYER’S COMPANY REGISTRATION
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 40
SELLER’S PASSPORT
SELLER letterhead
TRANSACTION CODE:
REFERENCE CODE:
BUYER’S CODE:
SELLER’S CODE:
rev. 050116
SELLER’S INITIALS_________ BUYER’S INITIALS_________ 41
SELLER’S COMPANY REGISTRATION

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Deed of Agreement Purchase SBLC 35+2 RWA_Security D`eposit

  • 1. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 1 DEED OF AGREEMENT FOR PURCHASE OF FRESH CUT SBLC CLIENT NAME: BANK INSTRUMENT: STANDBY LETTER OF CREDIT (SBLC) UNCONDITIONAL CASH-BACKED FACE VALUE AMOUNT :- XXX Hundred Million Euros (€000,000,000) OR XXX Hundred Million United States Dollars ($000,000,000) FIRST TRANCHE AMOUNT: XXX Hundred Million Euros (€000,000,000) OR XXX Hundred Million United States Dollars ($000,000,000) SELECT CHOICE OF ISSUING BANK: HSBC, CREDIT SUISSE, UBS, NATWEST, ROYAL BANK OF CANADA, BARCLAYS BANK, DEUTSCHE BANK, BNP PARIBAS, CITI BANK, JP MORGAN, STANDARD CHARTERED BANK – CLIENT SELECTS TWO CHOICES OF BANKS AND DEPENDING UPON INSTRUMENT AND AMOUNT, PROVIDER WILL INFORM FROM WHICH BANK IT CAN BE ISSUED FROM. PURPOSE OF THE INSTRUMENT: PRICE: Thirty-Five Percent (35%) of face value of SBLC + Two Percent (2%) Consultant fees REFUNDABLE/DEDUCTIBLE SECURITY DEPOSIT: Two Hundred Fifty Thousand Euros OR USD (€/$250,000) to Six Hundred Fifty Thousand Euros OR USD (€/$650,000) – Depending upon the first tranche amount, refer to the amounts below. PROVIDER CONSULTANT: LARS HARRISON, ALTIKA CORPORATION, +1 770.274.9417, lharrison@altika.com This Agreement is made and entered into the date of 11 August 2016 by and between the parties described below: The SELLER’S information Corporate Name Mailing Address Company Reg. No Country Represented By Title Passport No Nationality Direct Mobile phone Direct Tel No Direct Fax No Direct Email (Hereinafter referred to the SELLER’S on one part) and The BUYER'S information
  • 2. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 2 Corporate Name Mailing Address Company Reg. No Country Represented By Title Passport. no Nationality Direct tele No Direct fax No Direct email add (Hereinafter referred to the BUYER’S on the other part) WHEREAS. The BUYER desires to receive Cash-Backed SBLCs from the SELLER. BUYER’s confirms with full corporate and legal responsibility that funds are available to fulfill the requirements for the LEASING of this instrument and are ready and BUYER’s further confirms to cooperate with the SELLER to complete the transaction. WHEREAS. The SELLER desires to SELL, transfer and assign all rights title and interest of the SBLCs available to it to the BUYER’s. SELLER represents and warrants that SELLER has the ability and resources to arrange with full corporate responsibility through its Issuing Banks, financial instruments per the terms of assignments of instruments according to the terms of this Agreement. SELLER hereby declares under penalty of perjury that the SBLCs will be backed by cash funds that are good, clean, clear, and of non- criminal origin, the SBLCs will be free and clear of all liens, encumbrances and third party interests. WHEREAS the BUYER shall confirm to the Seller in writing from the receiving bank the acceptable bank instrument verbiage MT799/MT760 that the Receiving bank requires in order to accept the instrument. BUYER shall further confirm in writing to the Seller that the Receiving bank is ready, willing and able to receive the instrument from the sending bank into the BUYER’s receiving account as per the stated bank verbiage MT799/MT760 provided by BUYER to the Seller. BUYER shall also confirm in writing to Seller that BUYER’s payment bank is ready to pay for the bank instrument upon full confirmation on the bank instrument as per this agreement. By signing the Deed of Agreement, the BUYER confirms his full understanding of these requirements. WHEREAS the BUYER shall confirm that the receiving bank has the appropriate counter indemnity insurance coverage governing swift transmissions as required by authorities auditing and monitoring swift transactions and will provide proof of such insurance coverage to requesting authority, or if BUYER does not have adequate coverage that BUYER will acquire such insurance coverage. By signing the Deed of Agreement, the BUYER confirms his full understanding of these requirements, should proof of counter indemnity insurance coverage be requested. WHEREAS The BUYER agrees to provide signed and notarized / witnessed undertaking letter promising to pay the security deposit after the SELLER via the issuing bank has provided secured fax RWA letter and the BUYER’s receiving bank has confirmed a return fax RWA.
  • 3. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 3 WHEREAS, BUYER and the Beneficiary of the instrument hereby declares under penalty of perjury that BUYER at the Receiving bank has funds set aside for this transaction and is RWA to make payment to the Seller according to the terms hereunder. BUYER and the Beneficiary of the instrument further represents that the funds he shall use to pay for the security deposit of and pay for the instrument are of good, clean, clear, and non-criminal origin. NOW THEREFORE, the BUYER agrees to PURCHASE the SBLCs at a total price of 35% of Face Value per tranche plus 2% for the Consultant fees for the instruments requested and in exchange for said payment, Seller agrees to issue the SBLC(s) and both Parties hereby agree to the following: BANK INSTRUMENT DETAILS Instrument Type : STANDBY LETTER OF CREDIT [SBLC] as per Exhibit D Term : One (1) Year and One (1) Day Age : Fresh Cut / PURCHASE Issuing Bank Menu : HSBC, CREDIT SUISSE, UBS, NATWEST, BARCLAYS BANK, DEUTSCHE BANK, BNP PARIBAS, CITI BANK, JP MORGAN, STANDARD CHARTERED BANK Interest Rate : Zero Per cent (0%) Leasing fees : 35% (Thirty-Five per cent) of SBLC Face Value per annum+ 2% consultancy fees Currency : Euro Contract : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD) First Tranche : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD) Denominations : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD) Transaction Mode : Swift only with SWIFT MT799 SLBC pre-advice as per Exhibit C. Consultant Fees : Total 2% [Brokers: 1% SELLER side and 1% BUYER Side] Bank RWA : Seller’s Bank sends RWA to BUYER’s Bank via secured fax, and BUYER’s Bank sends reply back to Seller’s Bank via secured fax stating (RWA) ready and willing and able to receive the swift MT799 AND MT760 of the bank instrument and able to fund the bank instrument, and to ensure proper routing of the swifts as per Exhibit A. Delivery : BUYER to Pay for Security Deposit to send MT799 AND MT760 with hard copy to follow Payment : By MT103 by Swift Wire Transfer within five (5) to ten (10) banking days as noted by BUYER in the DOA. Hard Copy : By Bonded Courier within seven (7) banking days after receipt and authentication of the bank instrument by SWIFT MT760 Security Deposit : BUYER to Pay to Seller Two Hundred Fifty Thousand Euro/USD ($€250,000) to Six Hundred Fifty Thousand Euro/USD ($€650,000) as a Refundable/Deductible Security Deposit for Seller to send MT799 AND MT760 as per Invoice Exhibit B. Security Deposit will be fully refunded within Thirty (30) banking days unless deducted from the invoice price. BUYER SHALL PROVIDE WITH A SIGNED BANK LETTER ADDRESSED TO THE RECEIVING ACCOUNT HOLDER WITH THEIR RECEIVING BANK’S PREFERRED SWIFT MT 799/760/700 VERBIAGE TO SELLER PRIOR TO CONTRACT (SEE EXHIBITS C &D) – SWIFTS WILL NOT BE DELIVERED UNTIL THIS IS RECEIVED. SELLER HAS THE RIGHT TO USE ANY OF HIS ACCOUNT S TO RECEIVE PAYMENTS FOR THE SECURITY DEPOSIT AND PAYMENT FOR THE BANK INSTRUMENTS.
  • 4. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 4 BUYER MUST CONFIRM IN WRITING IN A SIGNED BANK LETTER FROM THE RECEIVING BANK THAT THE RECEIVING BANK AND ACCOUNT HOLDER ARE RWA TO ACCEPT THE SWIFTS AND THE RECEIVING ACCOUNT CANNOT BE CHANGED ONCE THE MT799/760 HAS BEEN PROGRAMMED AND SECURITY DEPOSIT RECEIVED. TRANSACTION PROCEDURES: 1. Seller and BUYER shall execute, sign and initial this “Deed of Agreement” which thereby automatically becomes a full recourse commercial contract after BUYER’s application has been accepted by the Seller. BUYER must provide acceptable bank verbiage MT799/MT760 to the provider. BUYER agrees to pay and confirms capability to pay for the refundable/deductible Security Deposit by showing an account statement or POF for this amount required by Seller to send MT799 and MT760. 2. Within Three (3) bank working days after both Parties have signed the Agreement, the Seller shall instruct his issuing bank to send bank RWA via secured fax to the BUYER’s Bank as per (Exhibit A). Seller shall provide a copy of the fax to the BUYER. BUYER’s Bank shall reply via secured fax to the Seller’s Bank confirming RWA to receive the MT799/MT760 bank instrument via correct swift route. BUYER shall provide a copy of the fax to the Seller. Additionally, the Seller’s issuing bank officer may place a call (to a direct mobile or bank phone provided by client) at an appointed time to the Buyer or to the Buyer’s bank to confirm the transaction. 3. Next banking day after Seller has received the RWA fax from the BUYER, the Seller will issue a signed and sealed Corporate Undertaking Letter and Invoice (Exhibit B) for the FIRST TRANCHE ONLY to deliver the fresh cut SBLC via MT799 and MT760. 4. Within Three (3) bank working days after both Parties have signed the Agreement, the BUYER shall unconditionally pay the Security Deposit for the Seller to send the MT799 and MT760. Further, BUYER shall provide the Seller via email a copy of the SWIFT receipt or wire confirmation of payment of the Security Deposit. 5. Seller shall confirm to the BUYER when the Security Deposit has cleared his account. 6. Within Three (3) banking days thereafter, the Seller’s bank will send the SWIFT MT799 (Exhibit C) to the BUYER’s bank coordinates as designated therein. 7. Within Three (3) banking days after the Seller’s bank has issued the SWIFT MT799 and provided copy to the BUYER, the BUYER shall then verify and authenticate the Seller's Bank SWIFT MT799, and upon such verification and authentication, shall instruct his bank to issue/send an MT-199/799 thereby confirming receipt of the MT799 to the Seller’s designated bank coordinates and BUYER shall send copy of the SWIFT confirmation to the Seller via e-mail. 8. Within Three (3) bank working days, after BUYER’s verification and authentication of the MT799, Seller shall instruct the SBLC Issuing Bank to transfer the said scheduled SBLC(s) via SWIFT MT760 (Exhibit D) to BUYER’s designated banking coordinates. The Seller shall also send to the BUYER the sending bank’s bank's printout copy via e-mail for tracking and compliance purposes. Should the Receiving Bank not reply within five (5) banking days to the RWA fax by the Seller’s Bank, the Seller will cancel the transaction. 9. BUYER shall communicate to the Seller that the BUYER’s receiving bank has received the MT760 from the Seller’s sending bank. BUYER shall provide to the Seller a copy of the SWIFT transmission receipt of such delivery. BUYER shall instruct and ensure that the receiving bank verifies the delivery of the SBLC
  • 5. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 5 SWIFT MT760 and once verified and authenticated, BUYER is responsible for ensuring the receiving bank shall send to the sending bank in response to the delivery of the instrument, a SWIFT MT- 199/999/799 confirming delivery of the instrument. BUYER shall provide a copy of the Receiving Bank’s swift response to the Seller’s sending bank. 10. Within Three (3) bank working days after verification and authentication of the MT760 by the BUYER’s Bank, BUYER shall acknowledge to the Seller readiness to pay for the bank instrument. Seller shall thereafter provide the BUYER a corporate invoice with bank coordinates for the payment of the bank instrument. 11. BUYER upon receipt of the corporate invoice shall within five (5) to ten (10) banking days thereafter make the full payment via unconditional MT103 to the Seller's designated banking coordinates, as well as pay out the 2% consultant fees as per the IMFPA bank coordinates (Exhibit E), and send copies of all the wire payments to the Seller and copies to each Master Paymaster via email. Should BUYER default to pay according to the terms of this Agreement, the Seller will instruct the Issuing Bank to put a claim on the SBLC and thereby forcing the BUYER's Bank to return the SBLC by SWIFT MT760 to the Issuing Bank. If there is not payment or response by the BUYER’s receiving bank to the Seller’s sending bank within five (5) banking days, the Seller will instruct the issuing bank to recall the bank instrument. This shall also occur in the event of failure to pay the consultancy fees as per the IFPA contained herein. 12. Seller's Bank, upon receipt of payment, shall deliver the hard copy of the SBLC(s) to BUYER's designated bank within Seven (7) bank working days. 13. Unless the BUYER has deducted the security deposit amount from the payment of the bank instrument, the Seller shall within 30 banking days from full payment of the instrument, refund the security deposit to the BUYER. 14. The subsequent tranching to follow, shall be according to tranching schedule “schedule of delivery” and according to the same procedures as set forth herein until the contractually committed amount is delivered to the BUYER in like manner: SELLER’s bank sends SWIFT MT799 pre advice to BUYER’s bank. BUYER’s bank replies by SWIFT MT199 confirming to SELLER’s bank that they are ready willing and able to fund the instrument after receiving the SWIFT MT760. SELLER’s bank sends SWIFT MT760. If MT799 is not required, the Seller’s bank will send MT760 directly without a pre-advise to the BUYER’s receiving bank, followed by confirmation, response and payment of MT103. Within three (3) banking days after confirmation of the SWIFT MT760, the BUYER pays 35% to the SELLER and pays 2% to consultants. Upon confirmation of the payment from the BUYER, the SELLER’s bank sends the hard copy within seven (7) days by bonded bank courier to BUYER’s bank. SECURITY DEPOSIT AMOUNT REQUIRED 100% FULLY REFUNDABLE OR DEDUCTIBLE SECURITY DEPOSIT REQUIRED BEFORE SENDING SWIFT MT799 AND MT760 BANK INSTRUMENT SECURITY DEPOSIT for 10M to 75M is USD/EUR 250,000.00 SECURITY DEPOSIT for 80M to 150M is USD/EUR 300,000.00 SECURITY DEPOSIT for 151M to 200M is USD/EUR 350,000.00 SECURITY DEPOSIT for 201M to 300M is USD/EUR 400,000.00
  • 6. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 6 SECURITY DEPOSIT for 301M to 400M is USD/EUR 450,000.00 SECURITY DEPOSIT for 401M to 500M is USD/EUR 500,000.00 SECURITY DEPOSIT for 500M + up to 50B tranche level, please inquire. PROPOSED TRANCHE SCHEDULE (PPURCHASE ADJUST TRANCHING SCHEDULE OR DELETE TRANCHING SCHEDULE IF THE PROPOSED SCHEDULE IF ALL TRANCHES ARE THE SAME AS THE FIRST TRANCHE OR ONLY ONE TRANCHE TRANSACTION Week DAY FACE VALUE REMARKS 1 1 €500M Required 1st TR. 1 2 1 3 1 4 1 5 2 1 2 2 2 3 2 4 2 5 3 1 3 2 3 3 3 4 3 5 4 1 4 2 4 3 4 4 4 5 5-END EXHAUSTED 1-5 €XXB Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure or unrelated action involving any bank or third party concerned in this transaction will result in the immediate cancellation of this transaction and subject the violating party responsible for damages. NOTE: SWIFT codes can vary depending upon transaction (i.e. MT760 can also refer to MT700 and MT542 and MT799 can also refer to MT545). PROVISIONS CONCERNING TRANCHE SCHEDULE (“Schedule of Delivery”)
  • 7. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 7 The undersigned BUYER acknowledges and agrees that the following provisions apply concerning tranching and the tranche schedule.  If after paying for the tranche, should the BUYER elect not to continue to tranche as per the contract, the BUYER must immediately notify the Provider by sending the Provider an email with an attached signed letter on corporate or individual letterhead, specifically stating that the BUYER wants to cease tranching immediately and provide the reasons for such cancellation. In addition, the BUYER through its Receiving Bank shall also send a SWIFT message to the Sending Bank instructing the Sending Bank to cease sending any additional MT799s and MT 760s to the Receiving Bank.  Should the BUYER elect to change the tranche schedule at any time, in terms of either frequency of each tranche, or amount of each tranche, the BUYER shall immediately notify the Provider (Seller) as per the above paragraph.  Should the BUYER request alternate issuing banks, an amendment of the contract or new contract will be required, new SWIFT MT799/MT760 verbiage and reprogramming / set up at the new issuing bank, which also will require a new corporate undertaking and invoice and a new refundable Security Deposit. PROVISIONS GOVERNING THE SECURED FAX: The undersigned Parties acknowledge and agree that the following provisions govern the required secured bank fax between the banks:  Both Parties are required to provide the secured bank fax number of respective bank. Email Address of the Receiving bank’s bank designated officer will be required. Both Parties are required to provide to each other a copy of the fax sent to respective bank.  CANCELLATION OF CONTRACT IF RWA PROCESS IS NOT CONDUCTED SUCCESSFULLY - If the bank RWA is not sent via secured fax by either party within five (5) banking days, unless adjunct procedures or other process is agreed by both parties in writing, either party can cancel the contract (DOA), and the Seller shall notify the issuing bank of the cancelation. PROVISIONS GOVERNING THE SECURITY DEPOSIT: The undersigned Parties acknowledge and agree that the following provisions govern the payment of the Security Deposit:  REFUND OF SECURITY DEPOSIT - If a security deposit is paid, within 30 banking days following the complete payment of the tranche of the bank instrument, the Provider will return the security deposit to the same account coordinates it was sent from.  DEDUCTION OF SECURITY DEPOSIT AMOUNT FROM FULL PAYMENT: If the Seller instructs the BUYER to deduct the security deposit from the full payment, and the BUYER deducts this amount from the full payment, then Seller will not return the security deposit.  It is the responsibility of the BUYER and its Receiving Bank of the MT799 to respond back to the Sending Bank within three (3) banking days to acknowledge receipt of the SWIFT and to either reject the MT799 with a SWIFT message to the Sending Bank specifying the reason for the rejection, OR, to announce via MT199, MT799-ICBPO or similar SWIFT, it is RWA to receive the MT760, and intends to pay for the MT760 upon full confirmation. In the event the Receiving Bank does not respond to the
  • 8. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 8 MT799, the Seller will only send a new MT799, if the BUYER first pays the Provider a security deposit of 2% of face value for 100M or more, or 5% of face value for less than 100M.  After the Provider has sent the MT799, the Security Deposit will be refunded if the BUYER asks his bank to send a MT199/999 to the sending bank that the BUYER is no longer interested in transaction and do not want to receive the MT760. Since the MT760 will only be send until the MT799 has been acknowledged by the receiving bank, it is the duty of the BUYER to ensure that his bank sends this cancellation notice in order to get the security deposit returned. Otherwise, the Provider will keep the security deposit as a condition of non-performance.  Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure involving any bank or PRA concerned in this transaction will result in the immediate cancellation of this transaction and subject the violating party responsible for damages. The security deposit will be forfeited should a cancellation occur. DEFAULT HEREUNDER AND PENALTIES FOR NON-PERFORMANCE The undersigned Parties acknowledge and agree that the following penalties govern the security deposit in the event of non-performance by either party in the transaction: 1) Once MT760 is sent and confirmed, if the Receiving Bank Account Holder and its bank do not pay for the instrument and the MT760 is therefore recalled by the Sending Bank, the BUYER shall forfeit the security deposit plus shall pay a non-performance penalty of 2% of face value of the tranche to the Provider. 2) Likewise, if the Seller fails to send an MT760, after the security deposit is paid to the invoiced account of the Provider, and confirmed by the Seller as cleared funds, the Seller shall return the and pay a penalty of 2% of face value of the tranche to the BUYER. 3) If the Seller’s Sending Bank sends the Receiving Bank of the BUYER the MT799 and it is confirmed, and the Receiving Bank fails to respond to the MT799 and the BUYER indicates an unwillingness to pay the security deposit or otherwise adhere to the terms of the contract between the parties, it shall be treated as a cancellation of the contract, and the BUYER Signatory shall forfeit the security deposit plus shall pay to the Seller a non-performance penalty of 2% of face value of the tranche. Seller has a right to cancel the transaction and issue a cease and desist order. 4) If the BUYER fails to pay for the MT760 in a timely fashion as set forth in the contract, it shall be considered a default and the BUYER shall forfeit the security deposit plus pay a non-performance penalty of 2% of face value of the tranche to the Seller. 5) If the BUYER through its Receiving Bank fails to pay the Provider within the contracted time to pay after the Provider has sent the MT760 and transmission has been confirmed by the Receiving Bank, and it is discovered that the BUYER monetized, traded or funded the instrument or otherwise received profit or value from the instrument, the BUYER shall pay a penalty of 5% of face value to the Seller and 2% of face value to the Consultants, and the instrument will be recalled. In this event, the Seller is entitled to keep any and all security deposit which has been paid to the Seller. Further, the transaction and its failing parties will be reported to the issuing bank and proper authorities. Seller will cancel the transaction. 6) If the BUYER through its Receiving Bank fails to pay for the MT760 when received by Receiving Bank, and full transmission and delivery of the MT760 is confirmed, the BUYER Signatory, regardless of whether the same party or different party than the MT760 Beneficiary, shall forfeit the security deposit plus pay a non-performance penalty of 2% of face value of tranche to the Seller.
  • 9. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 9 7) The BUYER acknowledges legal responsibility for performance of designated Receiving Account Beneficiary and hereby waives any defenses to non-performance, by claiming they are not the party or entity responsible for any failure to perform and therefore, are not subject to any penalties for non-performance. In addition, if any legal action is initiated against the Seller by the Account Holder Beneficiary (BUYER) as a result of the forfeiture of the security deposit due to Account BUYER’s non-performance, the BUYER Signatory shall be responsible for paying the Seller’s reasonable legal fees to defend such action. 8) The BUYER acknowledges that the Seller Representative and any Consultants/Intermediaries involved in the transaction are entirely independent legal and business entities from the Seller and Issuing Bank and therefore, BUYER and its Beneficiary and associated parties waive any claims against them in the event of any non-performance by any party. 9) If the Seller sends an MT799 to BUYER’s receiving bank and the receiving bank fails to respond or provide an answer back to the sending bank, then the security deposit is forfeited due to non- performance, as the MT760 has already been programmed. If any difficulty or problem occurs concerning the receiving bank responding back to the sending bank, then it is the BUYER’s sole responsibility to: a. ensure that the receiving bank sends an MT199 to the sending bank specifying the nature of the problem or difficulty or stating the bank’s inquiry, b. the BUYER must provide a letter to the Seller on bank letterhead, signed by one bank officer specifying the issue as to why the receiving bank has not yet responded to or can’t respond to the MT799, and c. BUYER must also provide Seller with a letter on BUYER’s corporate letterhead stating the reason for such failure to respond and for any delays. If BUYER fails to do all of these, then the security deposit will be forfeited for non-performance. The BUYER acknowledges that verbally stating the problem to the Seller for failure to respond to the MT799 without complying with all the above requirements will be insufficient to prevent the forfeit of the security deposit. Seller at this time has a right to cancel the transaction and issue a cease and desist order. 10) If the provider’s issuing bank sends a SWIFT MT799 and/or MT760 and the swift is held up by PRA and PRA asks for proof of insurance coverage, the client must provide proof of insurance coverage or acquire such coverage in order for the swift to be fully delivered to the beneficiary receiving bank. In such an event, client has fifteen (15) banking days to present or acquire this insurance and present to the PRA via the provider to get the swift rePURCHASEd. If the BUYER refuses to present or acquire adequate insurance to enable a swift to be fully delivered to the receiving bank, the BUYER will cause a failure and non-performance that is of no fault of the issuing bank or the provider, which will force the provider and its issuing bank to cancel the transaction. In such an event, the BUYER shall forfeit the security deposit. 11) Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure involving any bank or PRA concerned in this transaction will result in the immediate cancellation of this transaction and subject the violating party responsible for damages. The security deposit will be forfeited should a cancellation occur. PROVISIONS REGARDING SWIFT COMMUNICATIONS The undersigned parties acknowledge and agree that the following provisions shall govern the sending and receiving of SWIFTS between the sending and receiving banks in the transaction:
  • 10. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 10  It is the responsibility of the Account Beneficiary Receiving Bank (the account beneficiary receiving the MT799/760) to respond to the SWIFT sent by the Issuing Bank or sent by any of the Issuing Bank’s affiliated service companies. Should the Receiving Bank have any questions with respect to the MT799 or MT760, or if there are any errors, misspellings, etc., all such questions shall be addressed by a SWIFT message between the sending and receiving banks. All further communications shall between the sending and receiving banks via SWIFT communication, solely on a bank to bank basis. Bank officer to bank officer calls will only be arranged in special circumstances; otherwise all communication shall take place via the SWIFT system.  It is the responsibility of the BUYER Signatory to ensure that that Bank of his designated BUYER (Account Beneficiary) can in fact receive the SWIFT MT760 from the Provider’s issuing bank, and that the Receiving Bank can in fact confirm, fund and pay for the instrument. It is the responsibility of the Signatory to do due diligence on and have communication with their Receiving Account Beneficiary, to ensure that the transaction can be completed as per the contract. By signing this agreement, the BUYER Signatory confirms that the BUYER (Account Beneficiary) is RWA to complete the transaction.  The MT799 and MT760 verbiage with full account coordinates shall be agreed to by the undersigned parties in the agreement, and prepared by the Provider and the programmed by its sending bank, and thereafter lodged at the issuing bank. It is the responsibility of Signatory and BUYER to advise their Private Banker and SWIFT department that a SWIFT MT760 is to be sent by the issuing Bank and to ensure the BUYER is RWA to receive the SWIFT and the instrument, and have sufficient funds to be able to pay for the instrument once confirmed and credited by the Receiving Bank. BUYER SHOULD PROVIDE TO THE PROVIDER FROM THE RECEIVING BANK ACCEPTABLE SWIFT MT 799/760/700 VERBIAGE FROM RECEIVING BANK PRIOR TO CONTRACT– SEE EXHIBIT C,D. THIS IS A PRIVATE SALE BETWEEN TWO PRINCIPALS AND IS NOT TO BE CONSTRUED AS AN OFFERING OF FUNDS NOR SECURITIES AS DEFINED BY THE SECURITIES ACT OF 1933/34. GENERAL PROVISIONS Multiple banks and accounts may be used by BUYER and Seller to facilitate exhaustion of the Contract. BUYER and Seller may change or add transaction banks by providing written notice within eight banking hours to each other. Both Parties, as well, shall be responsible for their own institutional costs, and accept liability for taxes, imposts, levies or charges that may be applicable in the execution of this transaction. Generally recognized international standards concerning the payment of fees and commissions, as well as non-circumvention and non-disclosure rules of the ICC shall apply for a period of five (5) years. Facsimile, E-fax or e-mail transmission and copies of this document, associated contract and annexes, when fully executed are to be considered like originals and as binding documents, except where proven to be fraudulent. NON-SOLICITATION The BUYER hereby confirms and declares that the Seller, its associates or representatives or any person or persons on its behalf has/have never ever solicited the BUYER, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.
  • 11. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 11 FORCE MAJEURE Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstance beyond the control of such party. The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy. ARBITRATION All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC, Publication no. 600. ENTIRETY This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral representations or communications. Neither of the parties may alter, amend, nor modify this agreement, except by an agreement in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the other to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs. This Agreement has been agreed and executed by the undersigned on the date 11 August 2016. For and On behalf of the BUYER For and On behalf of the SELLER _________________________ ____________________________ Name: Name: Company: Company: Title: Chairman & Founder Title: CEO Passport #: Passport#: Nationality: Nationality: BRITISH Issue date: 9th of April 2010 Date of Issue: Expiry date: 9th of April 2015 Date of Expiry:
  • 12. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 12 SELLER HAS THE RIGHT TO USE ANY OF HIS ACCOUNTS TO RECEIVE PAYMENTS FOR THE SECURITY DEPOSIT AND PAYMENT FOR THE BANK INSTRUMENTS. Any change to the Account Beneficiary Bank Coordinates must be in writing and take place before the sending of the MT799 and MT760/700. The SELLER and BUYER agree to the following banking coordinates pertaining to the agreement herein stated: SELLER’S BANK COORDINATES SELLER BANK COORDINATES TO ISSUE THE SWIFT MT799 / MT 760 INSTRUMENT(S) BANK NAME CREDIT SUISSE AG BANK ADDRESS 1 CABOT SQUARE, LONDON E14 4QR, UNITED KINGDOM ACCOUNT HOLDER SWIFT CODE ACCOUNT NO BANK TEL BANK SECURED FAX BANK OFFICER BANK NAME DEUTSCHE BANK AG BANK ADDRESS WINCHESTER HOUSE, 1 GREAT WINCHESTER STR, LONDON EC2N 2DB,UNITED KINGDOM ACCOUNT HOLDER BANK OFFICER SWIFT CODE DEUTGB2L ACCOUNT NUMBER BANK NAME HSBC BANK PLC BANK ADDRESS 8 CANADA SQUARE, LONDON E14 5HQ, UNITED KINGDOM. ACCOUNT HOLDER SWIFT CODE ACCOUNT NO BANK TEL BANK SECURED FAX BANK OFFICER BANK NAME BARCLAYS BANK PLC BANK ADDRESS 1 CHURCHILL PLACE, LONDON E14 5HP, UNITED KINGDOM
  • 13. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 13 ACCOUNT HOLDER SWIFT CODE ACCOUNT NO BANK TEL BANK SECURED FAX BANK OFFICER #1 BANK NAME CITIBANK BANK ADDRESS ACCOUNT HOLDER SWIFT CODE ACCOUNT NO BANK TEL BANK SECURED FAX BANK OFFICER BANK NAME JP MORGAN BANK ADDRESS ACCOUNT HOLDER SWIFT CODE ACCOUNT NO BANK TEL BANK SECURED FAX BANK OFFICER #1 BANK NAME STANDARD CHARTERED BANK BANK ADDRESS LONDON ACCOUNT HOLDER SWIFT CODE ACCOUNT NO BANK TEL BANK SECURED FAX BANK OFFICER #1 BANK NAME STANDARD CHARTERED BANK BANK ADDRESS HONG KONG ACCOUNT HOLDER SWIFT CODE ACCOUNT NO BANK TEL BANK SECURED FAX
  • 14. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 14 BANK OFFICER #1 BUYER'S BANK COORDINATES TO RECEIVE THE MT799 PREADVISE AND MT760 BANK INSTRUMENT Bank Name Bank Address Bank Officer Secured Tel: SWIFT Code Account Holder Account Number Signatory Name BUYER'S BANK COORDINATES TO SEND THE MT103 PAYMENT FOR THE INSTRUMENT Bank Name Bank Address Bank Officer Secured Tel: SWIFT Code Account Holder Account Number Signatory Name BUYER'S BANK COORDINATES SENDING THE REFUNDABLE SECURITY DEPOSIT Bank Name Bank Address Bank Officer Secured Tel: SWIFT Code Account Holder Account Number Signatory Name
  • 15. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 15 CLIENT INFORMATION SHEET In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Marketing Fee Circular of December 1998, concerning the prevention of money laundering, the following information may be supplied to banks and/or other Federal Institutions for purposes of verification. 1) LESSEE’s Name Business Address Business Registration No. 2) Represented By Nationality Passport No. Date if Issue Date of Expiration Date & Place of Birth Address Bank co-ordinates Name of Bank: Bank address: Bank Account Name Bank Account Number Bank SWIFT CODE ROUTING NO Bank Officer Name & Title Tel No. Euroclear Account Number: 3) Funds Information Origin- Are Funds clean and Clear? Brief Corporate activities 4) Contact Information Telephone Mobile Skype Email Address Declaration: I hereby swear under penalty of perjury, that the information provided is both true and accurate. I am the signatory on the aforementioned bank account. All monies engaged in this transaction are derived from non-criminal origin; and, are good, clean and cleared. The origins of funds are in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.
  • 16. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 16 For and on behalf of __________________________________________________ NAME: COMPANY: TITLE: CEO PASSPORT NO: COUNTRY OF ISSUE: ISSUED DATE: EXPIRATION DATE:
  • 17. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 17 CORPORATE RESOLUTION Re: PRIVATE TRANSACTION OF PURCHASE OF FRESH CUT STANDBY LETTER OF CREDITS THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF -----------------, HAVING ITS ADDRESS AT ------------------ --*HEREAFTER CALLED “COMPANY”+ ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON -------------, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED TO WITHHOLD AND IT WAS RESOLVED THAT: MR ----------- with ---------------- ID NUMBER: ------------, SHALL BE AND IS HEREBY APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANY AND THAT HE IS FULLY AUTHORIZED TO ACT INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON BEHALF OF THE COMPANY IN CONNECTION WITH A SBLC TRANSACTION, AND TO EFFECT THE OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK [S] HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE INVESTMENT OR DEPOSIT CONTRACTS WITH HIS SELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTERESTS OF THE COMPANY. IT WAS FURTHER RESOLVED THAT MR ---------------------, SHALL BE AND IS HEREBY AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN FULL CONFORMITY WITH THE CHARTER, BY LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED. IT IS FURTHER CERTIFIED THAT THE ABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY ELECTED AND APPOINTED TO HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED TO ACT FOR AND ON BEHALF OF THE COMPANY, AND THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY, August 11, 2016: _________________________________________ NAME: COMPANY: TITLE: CEO PASSPORT NO: COUNTRY OF ISSUE: ISSUED DATE: EXPIRATION DATE:
  • 18. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 18 “EXHIBIT A” Sample RWA Letter via Secured Fax to be sent from Issuing Bank (Applicant) to the Receiving Bank (Beneficiary) Bank (Text may vary in substance but the essential undertaking must be maintained) TRANSACTION CODE: REFERENCE CODE: APPLICANT: BENEFICIARY: ATTN: *RECEIVING BANKER’S INFORMATION+ AMOUNT: €500,000,000.00 (FIVE HUNDRED MILLION EUROS ONLY) Dear Sir, SUBJECT: CONFIRMATION OF READY WILLING ABLE TO ISSUE AND DELIVER AN UNCONDITIONAL FRESH CUT STANDBY LETTER OF CREDIT (SBLC) FULLY CASH BACKED WITH A FACE VALUE OF €500,000,000.00 (FIVE HUNDRED MILLION EUROS ONLY) IN FAVOR OF [CLIENT BENEFICIARY NAME]. We, [Name of Issuing Bank with Bank address] hereby confirm with full banking responsibility that we are ready, willing and able to issue SBLC/(SBLC) in favour of --------------------------------------- with Account Number: -------------------------------- -- with face value of €500,000,000.00 (Five Hundred Million Euros Only) In The Lawful Currency Of The European UNION and it shall be transmitted and confirmed via Swift MT799 followed by Swift MT760. The Standby Letter of Credit (SBLC) is irrevocable, unconditional and it is transferable, assignable, negotiable, divisible, and shall be honoured on maturity date one year and one day. We further confirm that the SBLC (SBLC) is cash backed, free and cleared of any encumbrances; the cash is good, clean and clear funds of non-criminal origins. Further, we hereby confirm that we will deliver the said Standby Letter of Credit (SBLC) via Swift MT799 followed by Swift MT760 and the hard copy will be sent by Bank Bonded Courier to the designated bank coordinates below. BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXX BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXX BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXX BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXX Please, kindly confirm you are ready to receive and fund this bank instrument on behalf of the beneficiary. Please due to the confidentiality of this transaction you are advised to authenticate this RWA by replying through our secured fax number: +44 ========= only as email reply would not be accepted. This RWA message is valid for (3) THREE banking days only. FOR AND ON BEHALF OF XXXXXXXXXXXXXX -------------------------------------- BANK OFFICER NAME BANK OFFICER NAME ISSUER BANK ISSUER BANK DESIGNATION DESIGNATION OFFICER CODE OFFICER CODE
  • 19. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 19 Exhibit A1 - Sample RWA Letter via Secured Fax to be sent from Receiving Bank to the Issuing (Sending) Bank (Text may vary in substance but the essential undertaking must be maintained) TRANSACTION CODE: REFERENCE CODE: APPLICANT: BENEFICIARY: ATTN : *SENDING BANKER’S INFORMATION+ AMOUNT : €500,000,000.00 (FIVE HUNDRED MILLION EUROS ONLY) We, [Name of Receiving with Bank address] hereby confirm with full banking responsibility that we received your fax dated [00/00/000] and that we represent our bank client XXX represented its CEO, XXXXXX and that we are ready, willing and able to receive and fund the SBLC/(SBLC) in favour of our beneficiary ----------------------- ---------------- Account Number: ---------------------------------- with face value of €500,000,000.00 (Five Hundred Million Euros Only) In The Lawful Currency Of The European UNION. We further stated that it shall be transmitted and confirmed via Swift MT799 followed by Swift MT760 to the following bank coordinates: BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXX BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXX BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXX BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXX We shall confirm with full banking responsibility our receipt of the swift transmission via MT199/799. Please, kindly send out the Swift MT799 and we are ready to answer any further questions on behalf of our bank client and beneficiary through our secured fax number: +44 ========= or via swift message only. This RWA message is valid for (3) THREE banking days only. FOR AND ON BEHALF OF XXXXXXXXXXXXXX -------------------------------------- BANK OFFICER NAME BANK OFFICER NAME ISSUER BANK ISSUER BANK DESIGNATION DESIGNATION OFFICER CODE OFFICER CODE
  • 20. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 20 “EXHIBIT B” SAMPLE REFUND UNDERTAKING LETTER (Text may vary in substance but the essential undertaking must be maintained) DATE: TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: COMPANY NAME : ADDRESS : ATTN : NATIONALITY : PASSPORT NO : Dear Sir/Madam, Irrevocable Corporate Undertaking & Refund Letter We hereby confirm with full corporate responsibility under penalty of perjury that we are ready, Willing and able to deliver a Fresh Cut Standby Letter of Credit (SBLC) for total face value of €1,000,000,000.00 (One Billion Euros Only) first tranche €500,000,000.00 (Five Hundred Million Euros Only) from our issuing bank BARCLAYS BANK PLC LONDON 1 CHURCHILL PLACE E14 5HP UNITED KINGDOM, as agreed in the Deed of Agreement to your bank coordinates with HSBC PLC, London, Address; XXXXXXXXX , within 72hours upon confirmation of your wire transfer of €250,000.00 (Two Hundred And Fifty Thousand Euros Only) being the Security Deposit to deliver Swift MT799 followed by MT760 to your nominated bank account below. BUYER’s Full Banking Coordinates: BANK NAME BANK ADDRESS ACCOUNT HOLDER SWIFT CODE ACCOUNT NUMBER BANK TEL BANK SECURED FAX BANK OFFICER We however, agree to refund immediately to you the €250,000.00 (Two Hundred And Fifty Thousand Euros Only) within 14 banking days after we have delivered the Standby Letter of Credit (SBLC) by Swift MT799 and MT760 or it will be deduct from our fee as stated in the contract. For and on behalf of OFFICER SIGNATURE OFFICER NAME TITLE
  • 21. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 21 “EXHIBIT B” SAMPLE INVOICE FOR BANK CHARGES FROM THE PROVIDER (Text may vary in substance but the essential undertaking must be maintained) DATE: TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: COMPANY NAME : ADDRESS : ATTN : NATIONALITY : PASSPORT NO : Dear Sir/Madam, THIS INVOICE EXPIRES ON XX JULY 2015. IF NOT PAID BY THEN, DO NOT PAY TO THE COORDINATES WITHOUT CONFIRMING ACCOUNT DETAILS WITH US. Invoice Ref No: XXXX-11110000001 We hereby submit our invoice for the wire transfer payment of €250,000.00 (Two Hundred And Fifty Thousand Euros Only) being the Security Deposit to send Swift MT799 and MT760 for a fresh cut Standby Letter of Credit (SBLC) first tranche of €500,000,000.00 (Five Hundred Million Euros Only) which our issuing bank will send by Swift MT799 followed by MT760 to your receiving bank account as stated in our deed of agreement. Kindly transfer the total sum of €250,000.00 (Two Hundred And Fifty Thousand Euros Only) being the Security Deposit charges into our provided bank account below and send a confirmation copy after confirmation of the wire transfer our issuing bank will send by swift MT799 as agreed in the deed contract. Account to Receive the Security Deposit: BANK NAME BANK ADDRESS ACCOUNT HOLDER SWIFT CODE ACCOUNT NUMBER BANK TEL BANK SECURED FAX BANK OFFICER For and on behalf of XXXX OFFICER SIGNATURE OFFICER NAME TITLE
  • 22. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 22 “Exhibit C” TEXT OF SWIFT MT799 PRE ADVICE SELLER'S FULL BANK INFORMATION BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXXXX BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXXXXX BANK PHONE NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX BANK FAX NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXXXXX BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX IBAN NUMBER : XXXXXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXXXX ===========================NORMAL====================================================== ======================================================================================== =========================== BUYER’S FULL BANK INFORMATION BENEFICIARY : XXXXXXXXXXXXXXXXXXXXXXX AMOUNT : USD/EUR CURRENCY : $/EUR STANDBY LETTER OF CREDIT # : XXXXXXXXXXXXXXXXXXXXXXXX DATE OF ISSUE : XXXXXXXXXXXXXXXXXXXXXXXX MATURITY DATE : XXXXXXXXXXXXXXXXXXXXXXXX DATE OF EXPIRY : XXXXXXXXXXXXXXXXXXXXXXXX PLACE OF ISSUE : XXXXXXXXXXXXXXXXXXXXXXXX BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXX BRANCH ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXX BANK SWIFT CODE : XXXXXXXXXXXXXXXXXXXXXXXX BANK OFFICER NAME : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT NUMBER : XXXXXXXXXXXXXXXXXXXXXXXX BANK ACCOUNT SIGNATORY: XXXXXXXXXXXXXXXXXXXXXXXX WE, XXXXXXXXXXXXXXX BANK ADDRESS:, ISSUING SBLC, HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE SBLC IN NAME OF BENEFICIARY FOR FACE VALUE OF EURO/USD AND IT SHALL BE TRANSMITTED AND CONFIRMED VIA SWIFT MT 760 AND THE HARD COPY OF SBLC WILL BE SENT THROUGH BANK BONDED COURIER WITHIN 3 BANKING DAYS. THE SBLC IS IRREVOCABLE, UNCONDITIONAL AND IS TRANSFERABLE, ASSIGNABLE, NEGOTIABLE AND DIVISIBLE SHALL BE HONORED ON MATURITY DATE. ------------------------MESSAGE TRAILER---------------------------- FOR AND ON BEHALF OF XXXXXXXXXXXXXX
  • 23. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 23 -------------------------------------- BANK OFFICER NAME BANK OFFICER NAME ISSUER BANK ISSUER BANK DESIGNATION DESIGNATION OFFICER CODE OFFICER CODE
  • 24. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 24 Exhibit C-2 SAMPLE SBLC MT799 PREADVISE -------------------------------------MESSAGE HEADER----------------------------------------------- SWIFT INPUT: FIN 799 PRE-ADVICE SELLER: DEUTGB2LXXX BUYER BANK: --------------------INSTANT TYPE AND TRANSMISSION------------------------------------------------- MESSAGE TYPE:MT799 FROM: DEUTSCHE BANK AG ADDRESS: WINCHESTER HOUSE, 1 GREAT WINCHESTER STR, LONDON EC2N 2DB,UNITED KINGDOM ORDERING CUSTOMER: ACCOUNT NUMBER: TRANSACTION CODE: SWIFT CODE:DEUTGB2L TO: ADDRESS: ACCOUNT NAME: ACCOUNT NUMBER: BANK OFFICER: SWIFT CODE: HBVKIDJA :21:INSTRUMENT PRE-ADVICE 70:TRANSFER DEUTSCHE BANK AG ---------------------------------------MESSAGE TEXT----------------------------------------------- 20: TRANSACTION REFERENCE NUMBER 31A: DATE OF ISSUE: 31D: DEUTSCHE BANK AG 52A: BENEFICIARY: 59: CURRENCY: $ AMOUNT: $100,000,000.00 (ONE HUNDRED MILLION DOLLARS ONLY) AS PER INSTRUCTIONS OF OUR CLIENT, XXXX UK LIMITED WITH ACCOUNT NUMBER XXXX. WE DEUTSCHE BANK AG, LOCATED AT WINCHESTER HOUSE, 1 GREAT WINCHESTER STR,LONDON EC2N 2DB,UNITED KINGDOM, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY, THAT WE ARE READY, WILLING AND ABLE TO ISSUE AN UNCONDITIONAL, DIVISIBLE, AND ASSIGNABLE, CASH BACKED STANDBY LETTER OF CREDIT (SBLC) OF ICC 500/600 FORMAT, TO THE BENEFICIARY: XXXX IN THE TOTAL AMOUNT OF $100,000,000.00 (ONE HUNDRED MILLION DOLLARS ONLY) IN THE LAWFUL CURRENCY OF THE AMERICAN UNION, WITH MATURITY DATE OF ONE YEAR AND ONE MONTH FROM ISSUANCE DATE. AND IT SHALL BE TRANSMITTED AND CONFIRMED VIA SWIFT MT760 AND THE HARD COPY OF THE CASH BACKED STANDBY LETTER OF CREDIT (SBLC) WILL BE SENT THROUGH BANK BONDED COURIER WITHIN 7 BANKING DAYS THE STANDBY LETTER OF CREDIT (SBLC) IS IRREVOCABLE, UNCONDITIONAL AND IS TRANSFERABLE, ASSIGNABLE, NEGOTIABLE AND DIVISIBLE SHALL BE HONORED ON MATURITY DATE THIS PRE-ADVICE IS VALID FOR TEN (10) INTERNATIONAL BANKING DAYS ONLY AS AN OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW, ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT. FOR AND ON BEHALF OF DEUTSCHE BANK AG 1GREAT WINCHESTER STREET EC2N 2DB LONDON, UNITED KINGDOM. HENRY - (DBAGXXXXX) COLIN - (DBAGXXXXX)
  • 25. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 25 OFFICER OFFICER -------------------------------------Message Trailer --------------------------------------------- {CHK: ) PKI Signature: MAC-Equivalent ---------------------------------- Intervention ------------------------------------------------- ***END OF MESSAGE***
  • 26. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 26 STANDBY LETTER OF CREDIT TEXT OF SWIFT MT760 PURCHASE FROM BARCLAYS SELLER’S FULL BANK INFORMATION BANK NAME : BARCLAYS BANK PLC BRANCH ADDRESS : 1 CHURCHHILL PLACX LONDON, E14 5HP BANK PHONE NUMBER : BANK FAX NUMBER : BANK SWIFT CODE : BARCGB22 BANK OFFICER NAME : BANK ACCOUNT NAME : BANK ACCOUNT NUMBER : IBAN NUMBER : BUYER’S FULL BANK INFORMATION BENEFICIARY : AMOUNT :€150,000,000.00 (ONE HUNDRED FIFTY MILLION EURO ONLY) CURRENCY : EURO STANDBY LETTER OF CREDIT # : TBA DATE OF ISSUE : OCTOBER __, 2016 MATURITY DATE : OCTOBER __, 2015 DATE OF EXPIRY : OCTOBER __, 2015 PLACE OF ISSUE : LONDON, UK BANK NAME : BRANCH ADDRESS : BANK SWIFT CODE : BANK OFFICER NAME : BANK ACCOUNT NAME : BANK ACCOUNT NUMBER : IBAN NUMBER : BANK PHONE : BANK FAX : EMAIL : FOR THE VALUE RECEIVED, WE THE UNDERSIGNED, BARCLAYS BANK PLC, 1 CHURCHILL PLACE, LONDON E14 5HP, UNITED KINGDOM, HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE, DIVISIBLE AND WITHOUT PROTEST OR NOTIFICATION PROMISE TO PAY AGAINST THIS STANDBY LETTER OF CREDIT NUMBER: _________________ TO THE ORDER OF BENEFICIARY NAME OR THE BEARER OR HOLDER THEREOF, AT MATURITY DATE OF OCTOBER __, 2015 BEING ONE YEAR AND ONE DAY FROM ISSUE DATE, THE SUM OF €150,000,000.00 (ONE HUNDRED FIFTY MILLION EURO ONLY) THE LAWFUL CURRENCY OF THE EUROPEAN UNION, UPON PRESENTATION AND SURRENDER OF THIS STANDBY LETTER OF CREDIT AT ANY OF THE COUNTERS OF BARCLAYS BANK PLC, ON ITS DATE OF MATURITY, BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DAY. SUCH PAYMENT SHALL BE MADE SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD
  • 27. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 27 OR ASSESSED BY THE GOVERNMENT OF COUNTRY OF ISSUE OR ANY POLITICAL SUBDIVISION OR AUTHORITY AND THEREOF. THIS STANDBY LETTER OF CREDIT IS DIVISIBLE, ASSIGNABLE AND TRANSFERABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGES. THIS STANDBY LETTER OF CREDIT IS GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICE FOR STANDBY LETTER OF CREDIT AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, UNIFORM RULES FOR DEMAND GUARANTEE. (ICC PUBLICATIONS NO: 500/600) THIS STANDBY LETTER OF CREDIT IS AN OPERATIVE INSTRUMENT THAT CAN BE CONFIRMED AND VERIFIED BANK-TO BANK BY SWIFT. FOR AND ON BEHALF OF: BARCLAYS BANK PLC 1 CHURCHILL PLACE LONDON E14 5HP UNITED KINGDOM AUTHORIZED OFFICER 1: NAME , PIN, TITLE AUTHORIZED OFFICER 2: NAME , PIN, TITLE
  • 28. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 28 “EXHIBIT D” SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK (Text may vary in substance but the essential undertaking must be maintained) FROM BANK NAME: BANK ADDRESS: BANK TEL: BANK FAX: BENK OFFICER NAME: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO: TO BANK NAME: BANK ADDRESS: BANK TEL: BANK FAX: BENK OFFICER NAME: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO: TRANSACTION CODE: SBLC/SBLC NO: CURRENCY: AMOUNT: ISSUING DATE: MATURITY DATE: FOR THE VALUE RECEIVED, WE XX<Name & Address of SBLC /SBLC/MTN Issuing Bank>XX. HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION PROMISE AND GUARANTEE TO PAY ON TIME, IN FULL AND WITHOUT DELAY, AGAINST THIS SBLC /SBLC /MTN IN FAVOUR OF XX CLIENT’S NAME XXX, THE BEARER OR HOLDER THEREOF, AT MATURITY THE OF 00,000,000.00 (amount in word) IN THE LAWFUL CURRENCY OF XXX THE UNITED STATES OF AMERICA OR EUROPEAN UNION XXX. SUCH PAYMENT WILL BE UPON PRESENTATION AND SURRENDER OF THIS SBLC /SBLC/MTN AT THE OFFICE OF XX<Name of SBLC /SBLC Issuing Bank>XX WITHOUT SETOFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEE OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE ISSUING OR PAYING BANK OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN. THIS SBLC /SBLC /MTN SHALL BE GOVERNED AND BE CONSTRUED IN ACCORDANCE WITH THE UNIFORM RULES FOR DEMAND GUARANTEE (URDG), AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE ICC PUBLICATION #600. THIS SBLC /SBLC /MTN IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US. For and on behalf of:
  • 29. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 29 XXX ISSUING BANK XXX XXX ISSUING BANK ADDRESS XXX BANK OFFICER 1 BANK OFFICER 2 TITLE (PIN) TITLE (PIN)
  • 30. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 30 IRREVOCABLE FEE PROTECTION AGREEMENT BANK INSTRUMENT DETAILS Instrument Type : STANDBY LETTER OF CREDIT [SBLC] as per Exhibit D Term : One (1) Year and One (1) Day Age : Fresh Cut / PURCHASE Issuing Bank Menu : HSBC, CREDIT SUISSE, UBS, NATWEST, BARCLAYS BANK, DEUTSCHE BANK, BNP PARIBAS, CITI BANK, JP MORGAN, STANDARD CHARTERED BANK Interest Rate : Zero Per cent (0%) Leasing fees : 35% (Thirty-Five per cent) of SBLC Face Value per annum+ 2% consultancy fees Currency : Euro Contract : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD) First Tranche : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD) Denominations : $€000.000.000,00 (- Hundred Fifty Five Million Euro/USD) Transaction Mode : Swift only with SWIFT MT799 SLBC pre-advice as per Exhibit C. Consultant Fees : Total 2% [Brokers: 1% SELLER side and 1% BUYER Side] Bank RWA : Seller’s Bank sends RWA to BUYER’s Bank via secured fax, and Reciver’s Bank sends reply back to Seller’s Bank via secured fax stating (RWA) ready and willing and able to receive the swift MT799 AND MT760 of the bank instrument and able to fund the bank instrument, and to ensure proper routing of the swifts as per Exhibit A. Delivery : BUYER to Pay for Security Deposit to send MT799 AND MT760 with hard copy to follow Payment : By MT103 by Swift Wire Transfer within five (5) to ten (10) banking days as noted by BUYER in the DOA. Hard Copy : By Bonded Courier within seven (7) banking days after receipt and authentication of the bank instrument by SWIFT MT760 Security Deposit : BUYER to Pay to Seller Two Hundred Fifty Thousand Euro/USD ($€250,000) to Six Hundred Fifty Thousand Euro/USD ($€650,000) as a Refundable/Deductible Security Deposit for Seller to send MT799 AND MT760 as per Invoice Exhibit B. Security Deposit will be fully refunded within Thirty (30) banking days unless deducted from the invoice price. Both Seller and BUYER/Payer agree that the Consultants involved in the transaction between BUYER/Payer and Seller for the above-referred instrument(s) are entitled to 2% of the *SBLCs face value as consulting fees for facilitating the transaction. These consultant fees will be shared between the Seller’s and BUYER/Payer’s Consultants as specified herein below. The Parties agree that the consultant fees stated (2%) are compensation and consideration for consulting and facilitating services rendered, and are irrevocably and unconditionally guaranteed to be paid by the BUYER/Payer to Consultants listed in this IFPA by wire transfer simultaneously with the BUYER/Payer’s payment of 35% of the face value of the SBLCs as purchase price to the Seller for each and every tranche and/or transaction of the SBLCs. BUYER/Payer acknowledges that failure to pay the 2% consultancy fees as specified herein shall be cause for cancellation of the transaction. BUYER/Payer agrees that the consultancy fees will be free of legal impediments and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties. PAYER COORDINATES
  • 31. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 31 XXX COMPANY LTD with offices located at: XXXXX, represented by its Authorized Signatory Mr XXXX, with PR China passport No. XXXXX shall pay the commission to the intermediaries per this agreement from the following account: Bank Name Bank Address Bank Officer Title Secured Tel SWIFT Code Account Name Account Number Both parties hereby agree that the Consultants set forth in this IFPA shall be paid as follows: TOTAL FEES OF 2% (TWO PERCENT) OF FACE VALUE OF EACH AND EVERY TRANCHE IN EURO/USD PAID BY THE BUYER/PAYER TO CONSULTANTS. CONSULTANT FEES SHALL BE ALLOCATED 1% TO SELLER SIDE AND 1% to BUYER SIDE CONSULTANTS AS FOLLOWS: AUTHORIZED SELLER REPRESENTATIVE To receive 1.0% of face value of the SBLC as commission fees (CLOSED): PAYMASTER NAME TBA PAYMASTER EMAIL ADDRESS TBA PASSPORT NUMBER PAYMASTER TELEPHONE TBA PAYMASTER ADDRESS BANK NAME BB&T (Branch Banking and Trust Company) N.A. BANK ADDRESS BANK OFFICER BANK TELEPHONE BANK FAX SWIFT CODE ABA ROUTING ACCOUNT NAME ACCOUNT TYPE ACCOUNT NUMBER
  • 32. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 32 THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE BUYER/PAYER. AUTHORIZED BUYER REPRESENTATIVE(S) To receive 0.X% of face value of the SBLC as commission fees: THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE BUYER/PAYER. SPECIAL WIRE INSTRUCTIONS Send a copy of the text message Text Message: The SWIFT or CLEARSTREAM text message covering all remittances shall clearly state the following: “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON- TERRORIST ORIGINS. COPY TO LHARRISON@ALTIKA.COM FOR BENEFIT OF: TBA AND/OR ASSIGNS PAYMASTER NAME PAYMASTER ADDRESS PASSPORT NUMBER PAYMASTER TELEPHONE PAYMASTER FAX PAYMASTER EMAIL BANK NAME BANK ADDRESS BANK OFFICER BANK TELEPHONE BANK FAX SWIFT CODE ABA ROUTING ACCOUNT NAME ACCOUNT TYPE ACCOUNT NUMBER SPECIAL WIRE INSTRUCTIONS Send a copy of the text message Text Message: The SWIFT or CLEARSTREAM text message covering all remittances shall clearly state the following: “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON- TERRORIST ORIGINS. FOR BENEFIT OF: AND/OR ASSIGNS
  • 33. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 33 To receive 0.X% of face value of the SBLC as commission fees: THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE BUYER/PAYER. In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents, companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this business transaction in cooperation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions: NON-DISCLOSURE BUYER/Payer, Seller and all parties agree to preserve the confidentiality of all proprietary and confidential information obtained in the course of this transaction pertaining to the Seller, BUYER/Payer and Consultants and any of their projects. BUYER/Payer agrees to keep confidential the identity of all the Seller signatories and all contacts provided by any Seller signatories. NON-CIRCUMVENTION PAYMASTER NAME PAYMASTER ADDRESS PASSPORT NUMBER PAYMASTER TELEPHONE PAYMASTER EMAIL BANK NAME BANK ADDRESS BANK OFFICER BANK TELEPHONE BANK FAX SWIFT CODE ABA ROUTING ACCOUNT NAME ACCOUNT TYPE ACCOUNT NUMBER SPECIAL WIRE INSTRUCTIONS Send a copy of the text message Text Message: The SWIFT or CLEARSTREAM text message covering all remittances shall clearly state the following: “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER IS KNOWN TO US. THIS TRANSFER IS WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US. CLEARED, CLEAN, LIEN FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON- TERRORIST ORIGINS. Copy to FOR BENEFIT OF: AND/OR ASSIGNS
  • 34. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 34 1. Each party agrees that they will not make any contact with, deal with, contract with or be involved with any individuals, introduced by the other Signatory or Consultants, without specific permission from the party that introduced them to that Party. 2. Each Signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories or Consultants. 3. The parties hereto agree that all fees as agreed by the parties shall be paid in full at the end of every transaction (tranche). 4. This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world. 5. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings. This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention. The BUYER/Payer agrees that he/she will not act in any way to circumvent the Consultants named herein in order to avoid the payment of fees duly owed hereunder. 6. Each of the above parties agrees and understands that any overt or covert action of circumvention prescribed by this agreement shall be construed as a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief allowed by the legal process. ATTORNEY’S FEES The parties agree that in the event of a dispute, they will, in good faith, use their best efforts to negotiate a mutually acceptable and commercially reasonable resolution of their differences. In the event that Consultants shall be required to bring any legal actions against the BUYER/Payer to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs. The requirement of arbitration between BUYER/Payer and Seller does not apply to any legal action by Consultants to recover payment of their fees from BUYER/Payer or for any damages sustained from BUYER/Payer’s circumvention of them. Consultants reserve the right to take appropriate legal action against BUYER/Payer/Payer in the event of non-payment of their fees. TIME / DURATION / MANNER OF PAYMENT BUYER/Payer agrees that payment of consultant fees as compensation for services rendered are irrevocably and unconditionally guaranteed to be paid by the BUYER/Payer to the Consultants listed in this IFPA by wire transfer simultaneously with payment of the instrument to Seller as specified herein for each and every tranche until the full amount of the contract has been exhausted and tranching has been completed. The fees shall be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties. TAXES BUYER/Payer and Consultants understand and agree that each party shall each be individually responsible for the payment of their own respective taxes and government charges that may be applicable. NOTIFICATIONS / DISCLOSURES
  • 35. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 35 BUYER/Payer agrees to be fully transparent and keep Payees /Consultants informed as to the status and commencement of transactions and receipt of proceeds or instruments hereunder and shall not conceal any information, so as to avoid the payment of Consultant fees hereunder. CLEAN AND CLEAR FUNDS BUYER/Payer further represents under penalty of perjury that the funds he shall use to pay for the security deposit and pay for the instrument are of good, clean, clear, and non-criminal origin. ACKNOWLEDGEMENT BUYER/Payer acknowledges that the Seller Representative (Mandate) and Consultants involved in the transaction are completely and entirely independent legal and business entities from the Seller and Issuing Bank and therefore, BUYER/Payer waives any and all claims against them in the event of any non- performance by any party. BUYER/Payer further acknowledges it is his and his company’s sole legal responsibility to do proper due diligence on the Seller and BUYER/Payer’s receiving account beneficiary (if different entity than Signatory) and that all Consultants are merely independent intermediaries in this transaction. BUYER/Payer further acknowledges that any and all information provided to him was in direct response to BUYER/Payer’s request and not due to any solicitation or request on the part of Consultants. BUYER/Payer further acknowledges that all Consultants are merely acting in a sourcing and consulting capacity as intermediaries between the Seller and BUYER/Payer. BUYER/Payer acknowledges that Consultants are not, and have never represented themselves to be, licensed securities brokers, bankers, security officers, forensic investigators nor agents or employees of the Seller or his lending institution or issuing bank. BUYER/Payer further acknowledges that to the best of his knowledge, the contemplated transactions are strictly one of private placement, and are in no way relying upon or governed by the United States Securities Act of 1933 and does not involve the sale of securities as contemplated by said Act or any other SEC related regulations. Therefore, BUYER/Payer agrees to waive any and all such related defenses to payment of fees to Consultants. HEIRS OR ASSIGNS This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world. This agreement shall be binding, individually or collectively, upon and for the benefit of parties and their respective successors and assigns for their mutual advantage or goodwill. In the event of death of any of the parties, the surviving parties agree that the beneficiaries of the deceased party shall receive any and all payments pursuant to this agreement that would have been earned by the deceased party, under the same terms and conditions as if the party were not deceased. EMAIL / FACSIMILE This Irrevocable Fee Protection Agreement may be executed in any number of email or facsimile counterparts with the same effect as if all parties hereto signed the document. All email or facsimile counterparts shall be construed together and shall constitute one and the same Agreement. BUYER/Payer agrees to accept full responsibility for authenticity. The transaction code shall be included with each payment or piece of correspondence. The parties hereto agree that a facsimile communication transmission or type of digitally signed electronic document is to be considered an original document, binding and enforceable, but subject to any claim or defense that such communication was not authentic. VIOLATIONS OF LAW, PARTIAL INVALIDITY
  • 36. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 36 Each party agrees that it shall not take any action which will cause the parties of this Agreement to be in violation of any law of any jurisdiction in which there is to be performance of this or any other Agreement between the parties including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the U.S. Export Control Laws, the U.S. Antitrust Laws and the U.S. Anti-Boycott Laws. In the event that any portion of this Agreement is found to be a violation of applicable law, or otherwise void or voidable, only such portions of the Agreement(s) which are void or voidable shall not apply, and the remainder of the Agreement(s) shall remain in full force and effect. GOVERNING LANGUAGE This agreement may be translated into any other language but the governing language is English. CONTROLLING LAW AND CONSENT TO JURISDICTION This agreement has been made and shall be construed (interpreted) according to the laws of the United States of America in any court of competent jurisdiction. BUYER/Payer hereby waives any other venue to which they might be entitled by virtue of domicile, habitual residence, or otherwise. This Irrevocable Fee Protection Agreement (IFPA) is hereby incorporated and made a part hereof of the Deed of Agreement set forth hereinabove. ENTIRETY This IFPA contains the entire agreement and understanding between the Parties and Consultants concerning non-circumvention, non-disclosure, compensation and payment of consulting fees and supersedes and replaces all prior negotiations and proposed agreements, written or oral representations or communications. Neither of the parties may alter, amend, nor modify this agreement, except by an agreement in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of United States. This Fee Protection Agreement has been agreed and executed by the undersigned on the date 17 July 2015. For and On behalf of the BUYER For and On behalf of the SELLER _________________________ _________________________ Name: Name: Company: Company: Title: Title: Passport #: Passport #: Nationality: Nationality: Issue date: 9th of April 2010 Issue date: 14/01/2009 Expiry date: 9th of April 2015 Expiry date: 14/01/2015
  • 37. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 37
  • 38. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 38 BUYER’S PASSPORT
  • 39. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 39 BUYER’S COMPANY REGISTRATION
  • 40. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 40 SELLER’S PASSPORT
  • 41. SELLER letterhead TRANSACTION CODE: REFERENCE CODE: BUYER’S CODE: SELLER’S CODE: rev. 050116 SELLER’S INITIALS_________ BUYER’S INITIALS_________ 41 SELLER’S COMPANY REGISTRATION