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LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 1/20 LESSEE’S SIGNATURE
DEED OF AGREEMENT
HEREIN AS THE LESSOR;
COMPANY NAME
ADDRESS
REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL
AND
HEREIN AS THE LESSEE;
COMPANY NAME
ADDRESS
REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL
Date:
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 2/20 LESSEE’S SIGNATURE
To:
We, __(Name of Buyer)___ , represented by its President - Mr. __(Signatory Name)___, holder
of __(Country)__ passport Number: _____________ , do hereby confirm with full legal and
corporate responsibility, under penalty of perjury, that we are ready, willing and able to Lease
with good, clean, cleared and of non-criminal origins Euros, through our banking source the
banking instruments described below, derived from legal sources and of non-criminal origin.
DESCRIPTION OF INSTRUMENT:
Instruments: BANK GUARANTEES (BG), CASH-BACKED
Term: ONE (1) YEAR AND ONE (1) DAY
Issuing Bank: HSBC BANK LONDON
Currency: EUROPEAN UNION CURRENCY - EURO (EUR)
Contract Amount: EUR 000,000,000.00- (xxxxxxxxxxxxxx EUROS)
Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS
Coupon Rate: ZERO PERCENT (0.00%) COUPONS
Commission: TWO PERCENT (2%) OF FACE VALUE
First Tranche of BG: EUR 000,000,000.- (000000000000000 EUROS)
Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF
DELIVERY
Settlement: BY SWIFT MT-103
Delivery: SWIFT MT-760, WITH HARD COPY TO BE DELIVERED VIA BANK-
BONDED COURIER WITHIN SEVEN (7) BANKING DAYS UPON RECEIPT OF
UNCONDITIONAL PAYMENT.
TRANSACTION PROCEDURES:
1. Lessee sends letter of intent (LOI) to the Seller attached with copies of Signatory´s passport,
Company’s Resolution and Client Information Sheet (CIS).
2. Lessor within two (2) international banking days, countersigns LOI and returns it back to
Lessee with detail of BG Issuing Bank, copy of the passport, etc. , and this LOI becomes
automatically a full commercial recourse contract, which both parties shall lodge with their
respective banks
3. Same day Lessor issue a Refundable undertaking to guarantee the payment for the swift
transmission/portfolio reservation cost (MT799/MT760) and copy send to lessee.
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 3/20 LESSEE’S SIGNATURE
4. Lessee, within two (2) international banking days, instruct his Bank to send swift
transmission/portfolio reservation cost of Euro 00,000.00 (xxxxxxxxxxxxx Euros) by wire
transfer to the Lessor’s provided receiving bank coordinates, which copy will be also provided to
Lessor via e-mail for the verification and compliance.
5. Within three (3) banking days after received above bank swift transmission/portfolio
reservation cost, Lessor should instruct his issuing bank to send to Lessee’s designated bank
receiving account with full bank responsibility, a pre-advice via swift MT799 stating capability
of delivery of the Bank Guarantee by swift MT760. (Lessor shall provide a copy of said MT99
pre-advice to Lessee for tracing
6. Within three (3) banking days lessor’s issuing bank then issues and sends the BG via swift
MT760 to party Lessee’s designated bank receiving account. (lessor’s shall provide a copy of
said MT760 to Lessee for tracing).
7. Lessee’s bank verifies, and pays for the BG within Seven (7) banking days, and additionally
pays out the 2% consultancy fees/commissions, as per the Irrevocable Master Fee Protection
Agreement (IMFPA)
8. Lessor’s bank, within three (3) banking days of receipt of full Invoice payment, sends the hard
copy original BG to Lessee’s Bank by bank-bonded courier.
9. The same Procedure is used for all other BG issuance, delivery and payment settlements.
SPECIAL CONDITIONS:
Any unauthorized calls to banks, by any party or its representative lawyer, to probe or
communicate on in an improper way in this transaction is prohibited and will result contract to be
terminated immediately.
This Letter of Intent is a full recourse commercial commitment governed by the Law of the
jurisdiction that both parties reside and standards under ICC Regulation.
WARNING NOTICE:
PARTY WHO FAILED TO PERFORM THIS CONTRACT, AS WELL AS TO FOLLOW THE
EXACT TIME-SCHEDULES AGREED HEREIN, SHALL BE LIABLE FOR PAYMENT OF
2% PENALTY FEE OF THE AMOUNT OF TRANCHE IN DEFAULT OR FACE VALUE OF
UNPERFORMED CONTRACT (IN CASE THE CONTRACT IS CANCELLED
COMPLETELY), AS IS THE CASE, AND THE NON-PERFORMING PARTY´S PERSONAL
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 4/20 LESSEE’S SIGNATURE
DETAILS (INCL. COPY OF THE PASSPORT AND OTHER CORPORATE INFORMATION)
WILL BE SUBMITTED TO THE INTERPOL AND OTHER INTER-GOVERMENTAL
ORGANIZATIONS FOR INVESTIGATION AND INTEROGATION.
NON-PERFORMANCE GUARANTEE:
Both Parties agree, with personal and corporate responsibility, that Two Percent (2%) damage
fee will apply to a Party that fails to perform. The 2% shall apply in both cases, either when the
Seller had sent a CORPORATE INVOICE with Pre-Advice and the Buyer’s Bank will not
respond, and/or when the Buyer’s Bank had sent a Pre-Advice acceptance by SWIFT to the
Seller’s Bank and no BG will follow from the Seller´s Bank by SWIFT MT-760 after getting the
Pre-Advice acceptance from the Buyer´s Bank. Both Parties must first reconfirm with their
respective Bank Officers that the present contractual terms and conditions are acceptable to
banks compliance department prior to entering into and signing any final documents.
BANKING COORDINATES OF THE PARTIES
RECIEVER’S BANKING COORDINATES
Bank name :
Bank address :
Bank officer :
Bank tel :
Bank fax :
Bank e-mail :
Bank Sort Code :
BIC / SWIFT code :
Account name :
IBAN / Account number :
PROVIDER´S BG ISSUING BANK CO-ORDINATES:
Bank name :
Bank address :
Bank officer :
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 5/20 LESSEE’S SIGNATURE
Bank tel :
Bank fax :
Bank e-mail :
Bank Sort Code :
BIC / SWIFT code :
Account name :
IBAN / Account number :
PROVIDER´S PAYMENT RECIEVING BANK COORDINATES:
Bank name :
Bank address :
Bank officer :
Bank tel :
Bank fax :
Bank e-mail :
Bank Sort Code :
BIC / SWIFT code :
Account name :
IBAN / Account number :
PROVIDER RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS TO
RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE).
Improper release of the above banking information, for any reason, without the written prior
authorization of other party, shall be considered as a Breach of Contract and will make a
defaulted party to be actionable for damages sustained hereby. Each party is not allowed to
contact the other party's bank without expressed written permission. Any party attempting to
do so will lead to cancellation of this transaction/contract.
CONDITIONS:
This Agreement shall remain valid and in full force, subject to not being signed by both
parties, for ten (10) calendar days only. This transaction must be fully completed within the
period of three (3) months of signing this Contract by both Parties.
ARBITRATION:
The Parties agree to settle any dispute arising between them on an amicable manner. In the
event of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC
office in Geneva, Switzerland, by three arbitrary appointed in accordance with ICC rules.
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 6/20 LESSEE’S SIGNATURE
ASSIGNMENT:
Neither Party may assign or delegate its interest or duties without prior written consent of the
other Party.
SEVERABILITY:
In the event that one of the articles or addendum of this Agreement is considered void and
enforceable, the whole Agreement is considered enforceable and shall cease to exist. The
Parties, in good faith, shall negotiate with any possible correction to the above in order to
prevent the dissolution of the entire Agreement.
AGREEMENT EXECUTION:
Each party to this Agreement represent that it has Full Legal Authority to execute this
Agreement and agree to be bound by the Terms and Conditions set forth herein, as well as that
this Agreement may be executed simultaneously by and between the Parties via E-mail and/or
facsimile Transmission, which should be all deemed as Original. Any statements made herein
by either party are all made under penalty of perjury.
FORCE MAJEURE:
Neither Party to this Agreement shall be responsible for breach of Contract caused by an act
of God, civil insurrections, military war operation or any local emergency. The Parties hereby
accept the International provision of the “FORCE MAJEURE” as defined by ICC 458,
Publications, whichever relates and applies to the issuance of Bank Guarantee(s).
NON-CIRCUMVENTION & NON-DISCLOSURE:
The parties herein agree the non-circumvention/non-disclosure rules of ICC, latest edition,
shall apply to the transaction for a period of (5) five years from the date of execution of this
agreement by the undersigned, his/her assigns, agents, and/or heirs. This NC/ND also applies to
any and all other transactions direct or indirect. Regarding this transaction and its possible
rollovers and extensions, each Party and their respective intermediaries warrant not revealing the
Banking Coordinates, provided herein, to any individual or institution other than those Banking
Officers necessary for completion of this transaction.
After confirming, by signature and seal, this Agreement/Contract will be effective equal as an
agreement. Each party holds one of the effective Agreement/Contract. By their execution
below, the parties hereto agree to the general terms and conditions herein and warrant onto the
other the entire agreement between parties.
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 7/20 LESSEE’S SIGNATURE
AGREED, ACCEPTED AND SIGNED THIS 26 NOVEMBER 2016
FOR AND ON BEHALF OF RECEIVER : _________________
Signed by : --------------------------------------------------------
Signatory Name: ______________________________
Corporate Title: ______________________________
Passport #: ______________________________
AGREED, ACCEPTED AND SIGNED THIS ………..
FOR AND ON BEHALF OF PROVIDER:
Signed by : --------------------------------------------------------
Signatory Name: ______________________________
Corporate Title: ______________________________
Passport #: ______________________________
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & PAY ORDER
Dated: …..,…….., 2016
DESCRIPTION OF INSTRUMENT
Instruments: BANK GUARANTEES (BG), CASH-BACKED
Term: ONE (1) YEAR AND ONE (1) DAY
Issuing Banks: HSBC BANK LONDON
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 8/20 LESSEE’S SIGNATURE
Age: NEW ISSUE/FRESH CUT
Currency: EUROPEAN UNION CURRENCY - EURO (EUR)
Contract Amount: EUR 000,000,000.00.- (xxxxxxxxxx EUROS)
Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS
Coupon Rate: ZERO PERCENT (0.00%) COUPONS
Commission: TWO PERCENT (2%) OF FACE VALUE
First Tranche of BG: EUR 000,000,000.- (XXXXXXXXXXXXXXXX EUROS)
Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF
DELIVERY
Settlement: BY SWIFT MT-103
Delivery: PRE-ADVICE BY SWIFT MT-799, FOLLOWED BY BG BY SWIFT
MT-760, WITH HARD COPY TO BE DELIVERED VIA BANK-BONDED COURIER
WITHIN SEVEN (7) BANKING DAYS UPON RECEIPT OF UNCONDITIONAL
PAYMENT.
We, __(Buyer´s Name)___ , represented by its President - Mr. ___________ , holder of
__(Country)___ passport No.: ___________ (Hereinafter referred to as the “Payor”), acting
with full corporate authority and responsibility, hereby irrevocably and unconditionally, without
protest or notification, without prejudice, recourse, or delay guarantee to pay the fee entitled to
the beneficiaries listed on this document, via wire transfer, at the time of settlement of each
and every tranche of the transaction. This Fee Agreement is our irrevocable pay order to the
intermediaries, is and shall remain a non-separable part of the contract between the buyer and
the seller.
We confirm that upon the execution of this “Fee Protection Agreement” this document is our
Irrevocable Pay order. This Agreement-Pay Order shall be lodged in our transaction bank, and
as the lodgment confirmation, a copy of the same document will be forwarded by the Paying
Bank to Seller´s bank and each beneficiaryy group´s Master Paymaster banking coordinates by
SWIFT MT-799 for the compliance, which is done at the same time when making the Invoice
settlement payment for the BG. This pay order shall remain in effect until this transaction,
including any renewals, extensions and additions are fully completed.
In recognition for the services rendered towards the completion of the contractual formalities
and the commencement of the above referenced transaction, we the undersigned Payor, hereby
irrevocably and unconditionally, without protest, demand or delay, guarantee and promise to
pay consultancy fees of two Percent (2.0%) of the face value of each instrument, for the
benefit of the consultant groups ( hereinafter called collectively the “beneficiaries”)
representing Master Paymaster account.
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 9/20 LESSEE’S SIGNATURE
The said consultancy fee shall be paid upon the successful closing of each and every tranche
concurrently with each payment of the instruments purchased by us. Further, the said
consultancy fees shall be paid in good, clean, clear and of non-criminal origin Euro-funds,
unencumbered and delivered via SWIFT wire transfer to each below designated Master
Paymaster account.
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee
Agreement-Pay Order” shall ensure to the benefit of the beneficiaries and their respective heirs,
administrators, successors and assigns, as the case may be, and shall be binding and enforceable
upon us, our successors and assigns as the case may be, until this transaction, including any
renewals, extensions and additions are fully completed.
This Fee Agreement-Pay Order, if transmitted by facsimile, shall be considered an original,
legally enforceable document.
Generally recognized International Standards of Non-Circumvention and Non-disclosure are
applicable for a period of five (5) years, from the last date of this contract, including any
renewals, extensions and additions, which are fully completed and we agree to respect those.
We hereby declare that we are fully aware that the information received from you is in direct
response to our request and is not in any way considered or intended to be a solicitation of
funds of any sort, or any type of offering,, and is intended for our general knowledge only.
We hereby alsoaffirm, under penalty of perjury, that we have requested information from
you and your organization by our choice and free will, and further that you have not solicited us
in any way.
We understand that the contemplated transaction is strictly one of private placement and is in
no way relying upon or relating to the United States Securities Act of 1933, as amended, or
related regulations, and does not involve the sale of securities. Further, we hereby declare, we
are not licensed brokers nor government employees and understand neither are you or your
organization.
We mutually agree that this private placement transaction is exempt from the Securities Act
and is not intended for the general public and all materials are for our “PRIVATE USE
ONLY”. Intermediaries are NOT Advisors of any kind.
All negotiations terms and conditions are between the principle parties and their perspective
legal counsel only! Both principle parties are responsible for the ramification of their
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 10/20 LESSEE’S SIGNATURE
own actions. All Intermediaries are considered introducers and held harmless from any
legal actions brought on by either party. Parties to this agreement are independent
contractors and all contemplated payments and/or disbursements hereunder are divided
interests. Nothing in this agreement construes or creates a partnership or employer/employee
relationship between or among the parties hereto.
All taxes, federal, state or other are the independent responsibility of each of the parties hereto.
The above stated transaction codes, as well as other identification and security codes, shall all
remain the same and shall not be changed until this transaction, including any renewals,
extensions and additions, is(are) fully completed and we agree to respect those.
The transaction code may be amended only by agreement between all parties hereto. This
transmission via facsimile or electronically via e-mail is accepted as an original, and I confirm
that I have the full authority to execute this Pay Order.
This Irrevocable Fee Protection/Pay Order for Consultancy Fees of the face value of each and
every tranche/instrument settled of this transaction, including any rolls or extensions, to be
shared equally as follows:
LESSEE´S SIDE / MASTER PAYMASTER NO.1:
BANK NAME
BANK ADDRESS
BANK OFFICER
NAME
BANK OFFICER E-
MAIL
BANK
TELEPHONE
BANK A/C NAME LESSEE´S MANDATE GROUP
IBAN / A/C NO.
(EUR)
BIC / SWIFT CODE
FEE SIZE
SPECIAL WIRE
INSTRUCTIONS
PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY
PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF
NOTIFICATION BY E-MAIL TO: _____________________,
IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT
OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 11/20 LESSEE’S SIGNATURE
TRANSACTION CODES, AS PER THE CONTRACT.
REQUIRED
MESSAGE
“SAME DAY TRANSFER AND IMMEDIATE CREDIT.
REMITTER/CLIENT IS KNOWN TO US AND IN GOOD
STANDING. THIS TRANSFER IS DONE WITH FULL BANK
RESPONSIBILITY AND OUR COMPLIANCE HAS
CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT
COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES
AND REGULATIONS.”
LESSOR’S SIDE / MASTER PAYMASTER NO.2:
BANK NAME
BANK ADDRESS
BANK OFFICER
NAME
BANK OFFICER E-
MAIL
BANK
TELEPHONE
BANK A/C NAME
IBAN / A/C NO.
(EUR)
BIC / SWIFT CODE
FEE SIZE
SPECIAL WIRE
INSTRUCTIONS
PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY
PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF
NOTIFICATION BY E-MAIL TO: _____________________,
IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT
OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE
TRANSACTION CODES, AS PER THE CONTRACT.
REQUIRED
MESSAGE
“SAME DAY TRANSFER AND IMMEDIATE CREDIT.
REMITTER/CLIENT IS KNOWN TO US AND IN GOOD
STANDING. THIS TRANSFER IS DONE WITH FULL BANK
RESPONSIBILITY AND OUR COMPLIANCE HAS
CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT
COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES
AND REGULATIONS.”
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 12/20 LESSEE’S SIGNATURE
This Agreement/Irrevocable Corporate Payment Order and the payment of commissions herein
are subject to the International Chamber of Commerce (ICC) rules and regulations, and the ICC
Arbitration Act as adopted by the ICC office in Geneva, Switzerland, by three arbitrary
appointees in accordance with the ICC rules.
All NC/ND clauses as prescribed by ICC rules (latest Edition) shall apply to this Agreement and
Payment Order. This Agreement and Irrevocable Corporate Payment Order are irrevocable,
divisible and unconditional, and may be assigned only by each beneficiaries group representing
Master Paymaster named herein. This Agreement and Irrevocable Corporate Payment Order may
be executed in one or more counterparts, each one shall be deemed an original and all together
shall constitute one and the same document.
A signed fax or electronically transmitted copy of this document shall be deemed binding on the
Parties with the same force as the signed original. The Agreement and Irrevocable Corporate
Payment Order are valid when commencement of the above-referenced transaction takes place
and shall remain valid and enforceable for the full term of the said transaction, including any
new agreement between the Buyer and Seller and/or their assigns.
Each Master Paymaster reserve the right to change its bank coordinates stated herein, at any
time, by sending a simple written notification letter to the Payer and attaching a new receiving
bank´s coordinates. Upon execution of this Agreement and the final LOI/CONTRACT, and prior
to or simultaneously with the first transaction/tranche, we guarantee that this Irrevocable Master
Fee Protection Agreement (IMFPA) and Corporate Payment Order will be lodged with our
transaction/paying bank for the compliance, which will be instructed to provide to each Master
Paymaster´s group by e-mail or telefax with SWIFT copies of the related payment instructions
upon the closing of each and every transaction of the above referenced transaction.
LESSEE’S PAYING BANK COORDINATES
BANK NAME
BANK ADDRESS
BANK OFFICER
NAME
BANK OFFICER E-
MAIL
BANK
TELEPHONE
BANK FACSIMILE
BANK A/C NAME
IBAN / A/C NO.
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 13/20 LESSEE’S SIGNATURE
(EUR)
BANK SORT
CODE
BIC / SWIFT CODE
In the event that the transaction was not performed or only performed in part, the paymasters or
beneficiaries listed above shall not hold the undersigned Payer responsible for any expenses,
charges and/or cost, or hold the Payer liable for any civil and criminal actions. The unperformed
part of this Irrevocable Master Fee Protection Agreement (IMFPA) will therefore automatically
become null and void.
AGREED, ACCEPTED AND SIGNED THIS 26 NOVEMBER 2016
FOR AND ON BEHALF OF BUYER / PAYER: ___________
Signed by : --------------------------------------------------------
Signatory Name: ______________________________
Corporate Title: ______________________________
Passport #: ______________________________
DRAFT SWIFT OF PRE-ADVICE VIA MT799
(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
‐‐‐‐‐
SWIFT INPUT: MT-799
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 14/20 LESSEE’S SIGNATURE
SENDER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:
RECEIVER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:
IN FAVOR OF:
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
‐‐‐‐‐‐‐‐
ATTENTION: .................... (ACCOUNT BANK OFFICER)
WE -------------(ISSUING BANK AND ADDRESS)----------, HEREBY CONFIRM WITH
FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER
ONE (1) BANK GUARANTEE (BG) ICC FORMAT .......... ON BEHALF OF OUR CLIENT, --
-------------ORDERING CUSTOMER()----------- IN THE TOTAL AMOUNT OF -----
(AMOUNT IN WORDS)(AMOUNT IN FIGURES) IN FAVOR OF ----(BENEFICIARY)-----,
ACCOUNT NUMBER:------
THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH
FULL BANKING RESPONSIBILITY, UPON RECEIPT OF CLEARANCE FROM OUR
CLIENT.
THIS IRREVOCABLE SWIFT IS A BINDING FULLY PERFORMED DUE BILL AND IS
IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT AGAINST THE BANK
CERTIFIED INVOICE CONDITIONAL UPON OUR ACCEPTANCE FOR THE PURCHASE
AND DELIVERY OF THE BANK INSTRUMENTS SPECIFIED BELOW:
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 15/20 LESSEE’S SIGNATURE
INSTRUMENTS : BANK GUARANTEE
CURRENCY : EUROPEAN COMMUNITY CURRENCY
TERM : ONE (1) YEAR AND ONE (1) DAY
INTEREST : 0% (ZERO COUPON )
ISSUING BANKS : HSBC
DENOMINATION : EURO EUROPEAN COMMUNITY CURRENCY
THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH
SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT BANK GUARANTEE
(BG).
THESE PRE-ADVISE IS VALID FOR FOUR (4) 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 ------------- (ISSUING BANK AND ADDRESS) ----------.
THANKS AND REGARDS,
BANK OFFICER: BANK OFFICER:
DRAFT TEXT OF BANK GUARANTEE VIA MT760
(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)
DESTINATION
BANK NAME :
ADDRESS :
ACCOUNT NUMBER :
ACCOUNT NAME :
BANK OFFICER :
SWIFT CODE :
BENEFICIARY : BENEFICIARY COMPANY NAME
AMOUNT : (00, 000,000.00)
CURRENCY : EURO
------------------------NORMAL-----------------------------
BANK GUARANTEE # : XXX/1001
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 16/20 LESSEE’S SIGNATURE
CURRENCY : EURO
PRINCIPAL AMOUNT : 00,000,000
DATE OF ISSUE :
MATURITY DATE :
DATE OF EXPIRY :
BENEFICIARY :
PLACE OF ISSUE : XXXXX
NARRATIVE
FOR THE VALUE RECEIVED BY US, WE THE UNDERSIGNED………………., HEREBY
OPEN OUR IRREVOCABLE, TRANSFERABLE, ASSIGNABLE AND CONFIRMABLE
BANK GUARANTEE IN FAVOUR OF …………………..FOR THE AMOUNT OF
EUROS…….…IN LAWFUL CURRENCY OF THE GERMANY UPON PRESENTATION
AND SURRENDER OF THIS BANK GUARANTEE AT ANY OF OUR COUNTERS
WORLDWIDE NOT LATER THAN FIFTEEN DAYS AFTER MATURITY.
PAYMENT SHALL BE AVAILABLE BY BENEFICIARY’S FIRST WRITTEN DEMAND
VIA SWIFT WIRE SYSTEM AND THE DEMAND HEREUNDER MUST BE MARKED,
DRAWN UNDER THE BANK GUARANTEE NUMBER:……..
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND CLEAR OF ANY
DEDUCTIONS, OR CHARGES, FEES OR WITHOLDING OF ANY NATURE, NOW OR
HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHELD OR ASSESSED BY THE
GOVT. OF GERMANY OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF
OR THEREIN.
THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT
PRESENTATION TO US. THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM
RULES FOR DEMAND GUARANTEES (URDG) OF THE INTERNATIONAL CHAMBER
OF COMMERCE, PARIS (FRANCE), PUBLICATION No. 758 (2010 REVISION).
WE CONFIRM THAT THE ASSETS/FUNDS BEHIND THIS BANK GUARANTEE
NO:……HAS BEEN BLOCKED IN FAVOUR OF ………………………
THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR PHONE CONFIRMATION
SHALL FOLLOW. ALL CHARGES ARE FOR THE APPLICANT. THIS CABLE IS AN
OPERATIVE INSTRUMENT. THIS LETTER OF GUARANTEE EXPIRES ON………………
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 17/20 LESSEE’S SIGNATURE
FOR AND ON BEHALF OF: ------------------------------------------
____________________________ ____________________________
BANK OFFICER NAME BANK OFFICER NAME
ISSUER BANK ISSUER BANK
DESIGNATION DESIGNATION
OFFICER CODE OFFICER CODE
CLIENT INFORMATION SHEET
Dated: -------, 2016
1. Principal:
a) Represented By:
b) Nationality:
c) Passport Number:
d) Date Of Issue:
e) Date Of Expiration:
f) Date Of Birth:
g) Place Of Birth:
h) SSN/Identity No.:
i) Contact Address:
j) Contact Telephone No.:
k) Add. Telephone No.:
l) Mobile Telephone No.:
m) Facsimile No.:
n) E-Mail Address:
o) Occupation:
p) Business Name:
q) Business Address:
r) Business Telephone:
s) Business Facsimile:
2. Address For Mail:
3. Address For Courier:
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 18/20 LESSEE’S SIGNATURE
4. Legal Counsel:
a) Address:
b) Telephone No.:
c) Facsimile No.:
5. Bank Name:
a) Address:
b) Account Name:
c) Routing No.:
d) S.W.I.F.T Code:
e) For further credtit To:
Beneficiary Acc No:
Beneficiary Name:
d) Acct. Signatory Name:
e) Bank Officer:
f) Bank Officer Address:
g) Bank Telephone Number:
h) Bank Facsimile Number:
LESSEE’S PASSPORT COPY
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 19/20 LESSEE’S SIGNATURE
LESSEE’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSOR’S SIGNATURE 20/20 LESSEE’S SIGNATURE
LESSOR’S PASSPORT COPY

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New lease bg price 6+2 (1)

  • 1. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 1/20 LESSEE’S SIGNATURE DEED OF AGREEMENT HEREIN AS THE LESSOR; COMPANY NAME ADDRESS REPRESENTED BY POSITION TELEPHONE / FAX E-MAIL AND HEREIN AS THE LESSEE; COMPANY NAME ADDRESS REPRESENTED BY POSITION TELEPHONE / FAX E-MAIL Date:
  • 2. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 2/20 LESSEE’S SIGNATURE To: We, __(Name of Buyer)___ , represented by its President - Mr. __(Signatory Name)___, holder of __(Country)__ passport Number: _____________ , do hereby confirm with full legal and corporate responsibility, under penalty of perjury, that we are ready, willing and able to Lease with good, clean, cleared and of non-criminal origins Euros, through our banking source the banking instruments described below, derived from legal sources and of non-criminal origin. DESCRIPTION OF INSTRUMENT: Instruments: BANK GUARANTEES (BG), CASH-BACKED Term: ONE (1) YEAR AND ONE (1) DAY Issuing Bank: HSBC BANK LONDON Currency: EUROPEAN UNION CURRENCY - EURO (EUR) Contract Amount: EUR 000,000,000.00- (xxxxxxxxxxxxxx EUROS) Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS Coupon Rate: ZERO PERCENT (0.00%) COUPONS Commission: TWO PERCENT (2%) OF FACE VALUE First Tranche of BG: EUR 000,000,000.- (000000000000000 EUROS) Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF DELIVERY Settlement: BY SWIFT MT-103 Delivery: SWIFT MT-760, WITH HARD COPY TO BE DELIVERED VIA BANK- BONDED COURIER WITHIN SEVEN (7) BANKING DAYS UPON RECEIPT OF UNCONDITIONAL PAYMENT. TRANSACTION PROCEDURES: 1. Lessee sends letter of intent (LOI) to the Seller attached with copies of Signatory´s passport, Company’s Resolution and Client Information Sheet (CIS). 2. Lessor within two (2) international banking days, countersigns LOI and returns it back to Lessee with detail of BG Issuing Bank, copy of the passport, etc. , and this LOI becomes automatically a full commercial recourse contract, which both parties shall lodge with their respective banks 3. Same day Lessor issue a Refundable undertaking to guarantee the payment for the swift transmission/portfolio reservation cost (MT799/MT760) and copy send to lessee.
  • 3. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 3/20 LESSEE’S SIGNATURE 4. Lessee, within two (2) international banking days, instruct his Bank to send swift transmission/portfolio reservation cost of Euro 00,000.00 (xxxxxxxxxxxxx Euros) by wire transfer to the Lessor’s provided receiving bank coordinates, which copy will be also provided to Lessor via e-mail for the verification and compliance. 5. Within three (3) banking days after received above bank swift transmission/portfolio reservation cost, Lessor should instruct his issuing bank to send to Lessee’s designated bank receiving account with full bank responsibility, a pre-advice via swift MT799 stating capability of delivery of the Bank Guarantee by swift MT760. (Lessor shall provide a copy of said MT99 pre-advice to Lessee for tracing 6. Within three (3) banking days lessor’s issuing bank then issues and sends the BG via swift MT760 to party Lessee’s designated bank receiving account. (lessor’s shall provide a copy of said MT760 to Lessee for tracing). 7. Lessee’s bank verifies, and pays for the BG within Seven (7) banking days, and additionally pays out the 2% consultancy fees/commissions, as per the Irrevocable Master Fee Protection Agreement (IMFPA) 8. Lessor’s bank, within three (3) banking days of receipt of full Invoice payment, sends the hard copy original BG to Lessee’s Bank by bank-bonded courier. 9. The same Procedure is used for all other BG issuance, delivery and payment settlements. SPECIAL CONDITIONS: Any unauthorized calls to banks, by any party or its representative lawyer, to probe or communicate on in an improper way in this transaction is prohibited and will result contract to be terminated immediately. This Letter of Intent is a full recourse commercial commitment governed by the Law of the jurisdiction that both parties reside and standards under ICC Regulation. WARNING NOTICE: PARTY WHO FAILED TO PERFORM THIS CONTRACT, AS WELL AS TO FOLLOW THE EXACT TIME-SCHEDULES AGREED HEREIN, SHALL BE LIABLE FOR PAYMENT OF 2% PENALTY FEE OF THE AMOUNT OF TRANCHE IN DEFAULT OR FACE VALUE OF UNPERFORMED CONTRACT (IN CASE THE CONTRACT IS CANCELLED COMPLETELY), AS IS THE CASE, AND THE NON-PERFORMING PARTY´S PERSONAL
  • 4. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 4/20 LESSEE’S SIGNATURE DETAILS (INCL. COPY OF THE PASSPORT AND OTHER CORPORATE INFORMATION) WILL BE SUBMITTED TO THE INTERPOL AND OTHER INTER-GOVERMENTAL ORGANIZATIONS FOR INVESTIGATION AND INTEROGATION. NON-PERFORMANCE GUARANTEE: Both Parties agree, with personal and corporate responsibility, that Two Percent (2%) damage fee will apply to a Party that fails to perform. The 2% shall apply in both cases, either when the Seller had sent a CORPORATE INVOICE with Pre-Advice and the Buyer’s Bank will not respond, and/or when the Buyer’s Bank had sent a Pre-Advice acceptance by SWIFT to the Seller’s Bank and no BG will follow from the Seller´s Bank by SWIFT MT-760 after getting the Pre-Advice acceptance from the Buyer´s Bank. Both Parties must first reconfirm with their respective Bank Officers that the present contractual terms and conditions are acceptable to banks compliance department prior to entering into and signing any final documents. BANKING COORDINATES OF THE PARTIES RECIEVER’S BANKING COORDINATES Bank name : Bank address : Bank officer : Bank tel : Bank fax : Bank e-mail : Bank Sort Code : BIC / SWIFT code : Account name : IBAN / Account number : PROVIDER´S BG ISSUING BANK CO-ORDINATES: Bank name : Bank address : Bank officer :
  • 5. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 5/20 LESSEE’S SIGNATURE Bank tel : Bank fax : Bank e-mail : Bank Sort Code : BIC / SWIFT code : Account name : IBAN / Account number : PROVIDER´S PAYMENT RECIEVING BANK COORDINATES: Bank name : Bank address : Bank officer : Bank tel : Bank fax : Bank e-mail : Bank Sort Code : BIC / SWIFT code : Account name : IBAN / Account number : PROVIDER RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS TO RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE). Improper release of the above banking information, for any reason, without the written prior authorization of other party, shall be considered as a Breach of Contract and will make a defaulted party to be actionable for damages sustained hereby. Each party is not allowed to contact the other party's bank without expressed written permission. Any party attempting to do so will lead to cancellation of this transaction/contract. CONDITIONS: This Agreement shall remain valid and in full force, subject to not being signed by both parties, for ten (10) calendar days only. This transaction must be fully completed within the period of three (3) months of signing this Contract by both Parties. ARBITRATION: The Parties agree to settle any dispute arising between them on an amicable manner. In the event of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC office in Geneva, Switzerland, by three arbitrary appointed in accordance with ICC rules.
  • 6. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 6/20 LESSEE’S SIGNATURE ASSIGNMENT: Neither Party may assign or delegate its interest or duties without prior written consent of the other Party. SEVERABILITY: In the event that one of the articles or addendum of this Agreement is considered void and enforceable, the whole Agreement is considered enforceable and shall cease to exist. The Parties, in good faith, shall negotiate with any possible correction to the above in order to prevent the dissolution of the entire Agreement. AGREEMENT EXECUTION: Each party to this Agreement represent that it has Full Legal Authority to execute this Agreement and agree to be bound by the Terms and Conditions set forth herein, as well as that this Agreement may be executed simultaneously by and between the Parties via E-mail and/or facsimile Transmission, which should be all deemed as Original. Any statements made herein by either party are all made under penalty of perjury. FORCE MAJEURE: Neither Party to this Agreement shall be responsible for breach of Contract caused by an act of God, civil insurrections, military war operation or any local emergency. The Parties hereby accept the International provision of the “FORCE MAJEURE” as defined by ICC 458, Publications, whichever relates and applies to the issuance of Bank Guarantee(s). NON-CIRCUMVENTION & NON-DISCLOSURE: The parties herein agree the non-circumvention/non-disclosure rules of ICC, latest edition, shall apply to the transaction for a period of (5) five years from the date of execution of this agreement by the undersigned, his/her assigns, agents, and/or heirs. This NC/ND also applies to any and all other transactions direct or indirect. Regarding this transaction and its possible rollovers and extensions, each Party and their respective intermediaries warrant not revealing the Banking Coordinates, provided herein, to any individual or institution other than those Banking Officers necessary for completion of this transaction. After confirming, by signature and seal, this Agreement/Contract will be effective equal as an agreement. Each party holds one of the effective Agreement/Contract. By their execution below, the parties hereto agree to the general terms and conditions herein and warrant onto the other the entire agreement between parties.
  • 7. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 7/20 LESSEE’S SIGNATURE AGREED, ACCEPTED AND SIGNED THIS 26 NOVEMBER 2016 FOR AND ON BEHALF OF RECEIVER : _________________ Signed by : -------------------------------------------------------- Signatory Name: ______________________________ Corporate Title: ______________________________ Passport #: ______________________________ AGREED, ACCEPTED AND SIGNED THIS ……….. FOR AND ON BEHALF OF PROVIDER: Signed by : -------------------------------------------------------- Signatory Name: ______________________________ Corporate Title: ______________________________ Passport #: ______________________________ IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & PAY ORDER Dated: …..,…….., 2016 DESCRIPTION OF INSTRUMENT Instruments: BANK GUARANTEES (BG), CASH-BACKED Term: ONE (1) YEAR AND ONE (1) DAY Issuing Banks: HSBC BANK LONDON
  • 8. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 8/20 LESSEE’S SIGNATURE Age: NEW ISSUE/FRESH CUT Currency: EUROPEAN UNION CURRENCY - EURO (EUR) Contract Amount: EUR 000,000,000.00.- (xxxxxxxxxx EUROS) Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS Coupon Rate: ZERO PERCENT (0.00%) COUPONS Commission: TWO PERCENT (2%) OF FACE VALUE First Tranche of BG: EUR 000,000,000.- (XXXXXXXXXXXXXXXX EUROS) Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF DELIVERY Settlement: BY SWIFT MT-103 Delivery: PRE-ADVICE BY SWIFT MT-799, FOLLOWED BY BG BY SWIFT MT-760, WITH HARD COPY TO BE DELIVERED VIA BANK-BONDED COURIER WITHIN SEVEN (7) BANKING DAYS UPON RECEIPT OF UNCONDITIONAL PAYMENT. We, __(Buyer´s Name)___ , represented by its President - Mr. ___________ , holder of __(Country)___ passport No.: ___________ (Hereinafter referred to as the “Payor”), acting with full corporate authority and responsibility, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay the fee entitled to the beneficiaries listed on this document, via wire transfer, at the time of settlement of each and every tranche of the transaction. This Fee Agreement is our irrevocable pay order to the intermediaries, is and shall remain a non-separable part of the contract between the buyer and the seller. We confirm that upon the execution of this “Fee Protection Agreement” this document is our Irrevocable Pay order. This Agreement-Pay Order shall be lodged in our transaction bank, and as the lodgment confirmation, a copy of the same document will be forwarded by the Paying Bank to Seller´s bank and each beneficiaryy group´s Master Paymaster banking coordinates by SWIFT MT-799 for the compliance, which is done at the same time when making the Invoice settlement payment for the BG. This pay order shall remain in effect until this transaction, including any renewals, extensions and additions are fully completed. In recognition for the services rendered towards the completion of the contractual formalities and the commencement of the above referenced transaction, we the undersigned Payor, hereby irrevocably and unconditionally, without protest, demand or delay, guarantee and promise to pay consultancy fees of two Percent (2.0%) of the face value of each instrument, for the benefit of the consultant groups ( hereinafter called collectively the “beneficiaries”) representing Master Paymaster account.
  • 9. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 9/20 LESSEE’S SIGNATURE The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently with each payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in good, clean, clear and of non-criminal origin Euro-funds, unencumbered and delivered via SWIFT wire transfer to each below designated Master Paymaster account. This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order” shall ensure to the benefit of the beneficiaries and their respective heirs, administrators, successors and assigns, as the case may be, and shall be binding and enforceable upon us, our successors and assigns as the case may be, until this transaction, including any renewals, extensions and additions are fully completed. This Fee Agreement-Pay Order, if transmitted by facsimile, shall be considered an original, legally enforceable document. Generally recognized International Standards of Non-Circumvention and Non-disclosure are applicable for a period of five (5) years, from the last date of this contract, including any renewals, extensions and additions, which are fully completed and we agree to respect those. We hereby declare that we are fully aware that the information received from you is in direct response to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of offering,, and is intended for our general knowledge only. We hereby alsoaffirm, under penalty of perjury, that we have requested information from you and your organization by our choice and free will, and further that you have not solicited us in any way. We understand that the contemplated transaction is strictly one of private placement and is in no way relying upon or relating to the United States Securities Act of 1933, as amended, or related regulations, and does not involve the sale of securities. Further, we hereby declare, we are not licensed brokers nor government employees and understand neither are you or your organization. We mutually agree that this private placement transaction is exempt from the Securities Act and is not intended for the general public and all materials are for our “PRIVATE USE ONLY”. Intermediaries are NOT Advisors of any kind. All negotiations terms and conditions are between the principle parties and their perspective legal counsel only! Both principle parties are responsible for the ramification of their
  • 10. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 10/20 LESSEE’S SIGNATURE own actions. All Intermediaries are considered introducers and held harmless from any legal actions brought on by either party. Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are the independent responsibility of each of the parties hereto. The above stated transaction codes, as well as other identification and security codes, shall all remain the same and shall not be changed until this transaction, including any renewals, extensions and additions, is(are) fully completed and we agree to respect those. The transaction code may be amended only by agreement between all parties hereto. This transmission via facsimile or electronically via e-mail is accepted as an original, and I confirm that I have the full authority to execute this Pay Order. This Irrevocable Fee Protection/Pay Order for Consultancy Fees of the face value of each and every tranche/instrument settled of this transaction, including any rolls or extensions, to be shared equally as follows: LESSEE´S SIDE / MASTER PAYMASTER NO.1: BANK NAME BANK ADDRESS BANK OFFICER NAME BANK OFFICER E- MAIL BANK TELEPHONE BANK A/C NAME LESSEE´S MANDATE GROUP IBAN / A/C NO. (EUR) BIC / SWIFT CODE FEE SIZE SPECIAL WIRE INSTRUCTIONS PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO: _____________________, IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE
  • 11. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 11/20 LESSEE’S SIGNATURE TRANSACTION CODES, AS PER THE CONTRACT. REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH FULL BANK RESPONSIBILITY AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.” LESSOR’S SIDE / MASTER PAYMASTER NO.2: BANK NAME BANK ADDRESS BANK OFFICER NAME BANK OFFICER E- MAIL BANK TELEPHONE BANK A/C NAME IBAN / A/C NO. (EUR) BIC / SWIFT CODE FEE SIZE SPECIAL WIRE INSTRUCTIONS PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO: _____________________, IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS PER THE CONTRACT. REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH FULL BANK RESPONSIBILITY AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.”
  • 12. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 12/20 LESSEE’S SIGNATURE This Agreement/Irrevocable Corporate Payment Order and the payment of commissions herein are subject to the International Chamber of Commerce (ICC) rules and regulations, and the ICC Arbitration Act as adopted by the ICC office in Geneva, Switzerland, by three arbitrary appointees in accordance with the ICC rules. All NC/ND clauses as prescribed by ICC rules (latest Edition) shall apply to this Agreement and Payment Order. This Agreement and Irrevocable Corporate Payment Order are irrevocable, divisible and unconditional, and may be assigned only by each beneficiaries group representing Master Paymaster named herein. This Agreement and Irrevocable Corporate Payment Order may be executed in one or more counterparts, each one shall be deemed an original and all together shall constitute one and the same document. A signed fax or electronically transmitted copy of this document shall be deemed binding on the Parties with the same force as the signed original. The Agreement and Irrevocable Corporate Payment Order are valid when commencement of the above-referenced transaction takes place and shall remain valid and enforceable for the full term of the said transaction, including any new agreement between the Buyer and Seller and/or their assigns. Each Master Paymaster reserve the right to change its bank coordinates stated herein, at any time, by sending a simple written notification letter to the Payer and attaching a new receiving bank´s coordinates. Upon execution of this Agreement and the final LOI/CONTRACT, and prior to or simultaneously with the first transaction/tranche, we guarantee that this Irrevocable Master Fee Protection Agreement (IMFPA) and Corporate Payment Order will be lodged with our transaction/paying bank for the compliance, which will be instructed to provide to each Master Paymaster´s group by e-mail or telefax with SWIFT copies of the related payment instructions upon the closing of each and every transaction of the above referenced transaction. LESSEE’S PAYING BANK COORDINATES BANK NAME BANK ADDRESS BANK OFFICER NAME BANK OFFICER E- MAIL BANK TELEPHONE BANK FACSIMILE BANK A/C NAME IBAN / A/C NO.
  • 13. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 13/20 LESSEE’S SIGNATURE (EUR) BANK SORT CODE BIC / SWIFT CODE In the event that the transaction was not performed or only performed in part, the paymasters or beneficiaries listed above shall not hold the undersigned Payer responsible for any expenses, charges and/or cost, or hold the Payer liable for any civil and criminal actions. The unperformed part of this Irrevocable Master Fee Protection Agreement (IMFPA) will therefore automatically become null and void. AGREED, ACCEPTED AND SIGNED THIS 26 NOVEMBER 2016 FOR AND ON BEHALF OF BUYER / PAYER: ___________ Signed by : -------------------------------------------------------- Signatory Name: ______________________________ Corporate Title: ______________________________ Passport #: ______________________________ DRAFT SWIFT OF PRE-ADVICE VIA MT799 (SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT) ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ ‐‐‐‐‐ SWIFT INPUT: MT-799
  • 14. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 14/20 LESSEE’S SIGNATURE SENDER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER: RECEIVER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER: IN FAVOR OF: ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ ‐‐‐‐‐‐‐‐ ATTENTION: .................... (ACCOUNT BANK OFFICER) WE -------------(ISSUING BANK AND ADDRESS)----------, HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) BANK GUARANTEE (BG) ICC FORMAT .......... ON BEHALF OF OUR CLIENT, -- -------------ORDERING CUSTOMER()----------- IN THE TOTAL AMOUNT OF ----- (AMOUNT IN WORDS)(AMOUNT IN FIGURES) IN FAVOR OF ----(BENEFICIARY)-----, ACCOUNT NUMBER:------ THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY, UPON RECEIPT OF CLEARANCE FROM OUR CLIENT. THIS IRREVOCABLE SWIFT IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT AGAINST THE BANK CERTIFIED INVOICE CONDITIONAL UPON OUR ACCEPTANCE FOR THE PURCHASE AND DELIVERY OF THE BANK INSTRUMENTS SPECIFIED BELOW:
  • 15. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 15/20 LESSEE’S SIGNATURE INSTRUMENTS : BANK GUARANTEE CURRENCY : EUROPEAN COMMUNITY CURRENCY TERM : ONE (1) YEAR AND ONE (1) DAY INTEREST : 0% (ZERO COUPON ) ISSUING BANKS : HSBC DENOMINATION : EURO EUROPEAN COMMUNITY CURRENCY THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT BANK GUARANTEE (BG). THESE PRE-ADVISE IS VALID FOR FOUR (4) 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 ------------- (ISSUING BANK AND ADDRESS) ----------. THANKS AND REGARDS, BANK OFFICER: BANK OFFICER: DRAFT TEXT OF BANK GUARANTEE VIA MT760 (SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT) DESTINATION BANK NAME : ADDRESS : ACCOUNT NUMBER : ACCOUNT NAME : BANK OFFICER : SWIFT CODE : BENEFICIARY : BENEFICIARY COMPANY NAME AMOUNT : (00, 000,000.00) CURRENCY : EURO ------------------------NORMAL----------------------------- BANK GUARANTEE # : XXX/1001
  • 16. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 16/20 LESSEE’S SIGNATURE CURRENCY : EURO PRINCIPAL AMOUNT : 00,000,000 DATE OF ISSUE : MATURITY DATE : DATE OF EXPIRY : BENEFICIARY : PLACE OF ISSUE : XXXXX NARRATIVE FOR THE VALUE RECEIVED BY US, WE THE UNDERSIGNED………………., HEREBY OPEN OUR IRREVOCABLE, TRANSFERABLE, ASSIGNABLE AND CONFIRMABLE BANK GUARANTEE IN FAVOUR OF …………………..FOR THE AMOUNT OF EUROS…….…IN LAWFUL CURRENCY OF THE GERMANY UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT ANY OF OUR COUNTERS WORLDWIDE NOT LATER THAN FIFTEEN DAYS AFTER MATURITY. PAYMENT SHALL BE AVAILABLE BY BENEFICIARY’S FIRST WRITTEN DEMAND VIA SWIFT WIRE SYSTEM AND THE DEMAND HEREUNDER MUST BE MARKED, DRAWN UNDER THE BANK GUARANTEE NUMBER:…….. SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES OR WITHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHELD OR ASSESSED BY THE GOVT. OF GERMANY OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN. THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US. THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES (URDG) OF THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS (FRANCE), PUBLICATION No. 758 (2010 REVISION). WE CONFIRM THAT THE ASSETS/FUNDS BEHIND THIS BANK GUARANTEE NO:……HAS BEEN BLOCKED IN FAVOUR OF ……………………… THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR PHONE CONFIRMATION SHALL FOLLOW. ALL CHARGES ARE FOR THE APPLICANT. THIS CABLE IS AN OPERATIVE INSTRUMENT. THIS LETTER OF GUARANTEE EXPIRES ON………………
  • 17. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 17/20 LESSEE’S SIGNATURE FOR AND ON BEHALF OF: ------------------------------------------ ____________________________ ____________________________ BANK OFFICER NAME BANK OFFICER NAME ISSUER BANK ISSUER BANK DESIGNATION DESIGNATION OFFICER CODE OFFICER CODE CLIENT INFORMATION SHEET Dated: -------, 2016 1. Principal: a) Represented By: b) Nationality: c) Passport Number: d) Date Of Issue: e) Date Of Expiration: f) Date Of Birth: g) Place Of Birth: h) SSN/Identity No.: i) Contact Address: j) Contact Telephone No.: k) Add. Telephone No.: l) Mobile Telephone No.: m) Facsimile No.: n) E-Mail Address: o) Occupation: p) Business Name: q) Business Address: r) Business Telephone: s) Business Facsimile: 2. Address For Mail: 3. Address For Courier:
  • 18. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 18/20 LESSEE’S SIGNATURE 4. Legal Counsel: a) Address: b) Telephone No.: c) Facsimile No.: 5. Bank Name: a) Address: b) Account Name: c) Routing No.: d) S.W.I.F.T Code: e) For further credtit To: Beneficiary Acc No: Beneficiary Name: d) Acct. Signatory Name: e) Bank Officer: f) Bank Officer Address: g) Bank Telephone Number: h) Bank Facsimile Number: LESSEE’S PASSPORT COPY
  • 19. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 19/20 LESSEE’S SIGNATURE
  • 20. LESSEE’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSOR’S SIGNATURE 20/20 LESSEE’S SIGNATURE LESSOR’S PASSPORT COPY