ON BUYER LETTER/EMAIL/DIRECT FAX AND PHONE
TRANSACTION CODE: SELLER’S CODE: XX 50B-BG BUYER’S CODE:
LETTER OF INTENT/ RWA / CONTRACT
Date: January 01, 2014
To: PROVIDER
President / CEO
C/o Seller´s Mandate
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 purchase 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 Banks:
Age: NEW ISSUE/FRESH CUT
Currency: EUROPEAN UNION CURRENCY - EURO (EUR)
Contract Amount: EUR 50,000,000,000.- (FIFTY BILLION EUROS)
Invoice Price: 40%, 45%, OR 48% OF FACE VALUE OF EACH BG + 2% COMMISSIONS
Coupon Rate: ZERO PERCENT (0.00%) COUPONS
Commission: TWO PERCENT (2%) OF FACE VALUE FOR THE BUY SIDE PAID BY THE BUYER
First Tranche of BG: EUR 500,000,000.- (FIVE HUNDRED MILLION 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. Buyer sends letter of intent (LOI) to the Seller attached with copies of Signatory´s passport, Company’s resolution, Client Information Sheet (CIS) and Bank Statement/Tear Sheet/BCL or Bank-endorsed ATV Letter.
2. Seller, within two (2) international banking days, countersigns LOI and returns it back to Buyer with details 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. Buyer, within three (3) international banking days, instruct his Bank to send ICBPO by MT799 OR MT103-23 (see Appendix "A") to the Seller’s provided receiving bank coordinates, which copy will be also provided to Seller via e-mail for the verification and compliance.
4. Seller´s Bank, within three (3) banking days of receipt of ICBPO by MT 799 or MT103-23 confirmation, issues BG by SWIFT MT-760, which Seller’s Invoice is payable within five (5) banking days.
5. Buyer’s bank verifies, authenticates and pays for the BG within five (5) banking days, and additionally pays out the 2% consultancy fees/commissions, as per the Irrevocable Master Fee Protection Agreement (IMFPA)
6. Seller’s bank, within seven (7) banking days of receipt of full Invoice payment, sends the hard copy original BG to Buyer’s Bank by bank-bonded courier.
7. 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 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:
BUYER’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 :
SELLER´S BG ISSUING bank co-ordinates:
Bank name :
Bank address :
Bank officer :
Bank tel :
Bank fax :
Bank e-mail :
Bank Sort Code :
BIC / SWIFT code :
Account name :
IBAN / Account number :
SELLER´S PAYMENT RECIEVING BANK COORDINATES: To be advised in Seller´s Corporate Invoice
Bank name :
Bank address :
Bank officer :
Bank tel :
Bank fax :
Bank e-mail :
Bank Sort Code :
BIC / SWIFT code :
Account name :
IBAN / Account number :
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.
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.
aGREED, ACCEPTED AND Signed this 01 January 2014
For and on behalf of BUYER : _________________
Signed by : --------------------------------------------------------
Signatory Name: ______________________________
Corporate Title: ______________________________
Passport #: ______________________________
aGREED, ACCEPTED AND Signed this 01 January 2014
For and on behalf of SELLER:
Signed by : --------------------------------------------------------
Signatory Name: ______________________________
Corporate Title: ______________________________
Passport #: ______________________________
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & PAY ORDER
Dated: January ** , 2014,
DESCRIPTION OF INSTRUMENT
Instruments: BANK GUARANTEES (BG), CASH-BACKED
Term: ONE (1) YEAR AND ONE (1) DAY
Issuing Banks:
Age: NEW ISSUE/FRESH CUT
Currency: EUROPEAN UNION CURRENCY - EURO (EUR)
Contract Amount: EUR 50,000,000,000.- (FIFTY BILLION EUROS)
Invoice Price: 40%, 45%, OR 48% OF FACE VALUE OF EACH BG + 2%COMMISSIONS
Coupon Rate: ZERO PERCENT (0.00%) COUPONS
Commission: TWO PERCENT (2%) OF FACE VALUE FOR THE BUY SIDE PAID BY THE BUYER
First Tranche of BG: EUR 500,000,000.- (FIVE HUNDRED MILLION 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.
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 beneficiary 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 ONE Percent (1.0%) of the face value of each instrument, for the benefit of the consultant groups (hereinafter called collectively the “beneficiaries”) representing Master Paymaster account.
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 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:
PAYMASTER: SELLER’S MANDATE 1%