Contract: BG-Cash-0.5-5BI-EUR/01-2017. Date: January 20, 2017
Contract: BG-Cash-0.5-5BI-EUR/01-2017.
Date: 20 January 2017
To: Provider
I,…………………., as MANAGING DIRECTOR and authorized signatory of ………… , Passport No,…………., hereby confirm with full legal and corporate responsibility, that we are ready, willing and able to undertake for the exchange of the herein described (BG / SBLC ) derived from legal sources and of non-criminal origin through our banking resources under the terms and conditions stated herein, against clean, clear, good and of non-criminal USD/EUR.
WHEREAS, the Buyer desires to receive a collateral facility from Seller, in form of BG/SBLC, for the purpose to secure working capital and proper management of his daily business, and further confirms with full corporate and legal responsibility that sufficient funds are available to cover the costs of the said credit facility.
WHEREAS, the Seller accepts Buyer’s application for the collateral facility, in form of BG/SBLC, by issuing and transferring to the Buyer all its rights on BG/SBLC title and any other interest, plus further represents and warrants that it has the ability and resource to cause the issuance and arrange through associates, contracts and sources, with full corporate responsibility, such financial instrument(s) as required and as per terms mutually agreed herein. The Seller hereby declares, under full penalty of perjury, that each BG/SBLC will be backed by good, clean, cleared, and of non-criminal origin cash Euro funds, free and clear of all liens, encumbrances and any third party interests.
NOW THEREFORE, the Buyer has agreed to receive the instrument(s) and the Seller has agreed to issue deliver said instruments based on the following terms and conditions:
INSTRUMENT DESCRIPTION:
Instrument Type: BG/SBLC - CASH BACKED- ICC Format
Term: One (1) year and one (1) day (Renewable)
Age: Newly Issued
Issuing Bank: HSBC / Barclays Bank UK or Top 25 Western European Banks.
Interest Rate: Zero percent (0%)
Price: 55%+2%
Contract amount: Euro 500,000,000,000.00 (Five Billion Euro)
Tranch : Euro 500,000,000.00 (Five Hundred Million Euro)
Transmission Fees : 1% paid after MT799/MT760
Denominations: Euro.
Consultant Fees: Two Percent (2%).
Transaction Model: BCL/RWA Letters Not Older Than 15 Days
Payment: By unconditional SWIFT Wire Transfer – MT103.
Beneficiary:
TRANSACTION PROCEDURE:
1.Buyer submits Letter Of Intent (LOI) with full banking coordinates (there must be sufficient cash funds in this account), Enlarged 134% Colour copy of Passport, Client Information Sheet, Certificate of Incorporation (if applicable), Corporate Resolution (if applicable), Non-Solicitation Statement, and an Irrevocable Fee Protection Agreement. In short, Buyer has to submit the DOA.
2. BUYER has to Provider BCL / RWA letters endorsed by his receiver bank BCL/ RWA(Not more than 15 days old Strictly). Seller Bank will do the DD and verify BCL / RWA Letters with Buyer Bank.
3. Post Successful verification of BCL/RWA Letters , Seller Bank will do the counter signatures making the contract as legal and binding and then emails it to buyer and buyer’s mandate
4. Seller bank sends the Pre-Advice via Swift MT-799 first to Buyer’s bank.
5. Post successful verification, Buyer Bank has to issue ICBPO or PAYMENT GUARANTEE of the agreed amount via Swift MT-799.
6. Post Successful Verification of PAYMENT GUARANTEE from Buyer Bank, within 02 working days, Seller will instruct the issuing bank to issue and deliver the Bank InstrumentBG/SBLC by MT760 to Buyer’s designated bank for verification and authentication.
7. Post successful verification of the bg/SBLC via MT-760 by Buyer Bank, Buyer Bank will release 1% same day of verification and balance Payment via SWIFT MT-103 within 5-7 business days to the Seller Bank Account and to the Intermediaries as per the FPA.
8. Buyer Bank has to remit total 55% to Seller Bank Account as Invoice Fees and 2% Fees for All Intermediaries as per FPA.
9. Hard copy of the BG / SBLC gets delivered through bonded courier to receiver bank within 7 business days of all payments clearance to seller and intermediaries bank accounts .
PROPOSED TRANCHE SCHEDULE (“SCHEDULE OF DELIVERY”)
(PLEASE CUSTOMIZE BUYER’S TRANCHING SCHEDULE)
Week / DAY / FACE VALUE / REMARKS1 / 1 / €/ XXXM / 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
5-END EXHAUSTED / 1-5 / €00B
SANCTIONS (NON PERFORMANCE)
After this contract is signed by both Seller and Buyer, and copies exchanged electronically or otherwise by a delivery service, failure to follow the closing procedure in time and form herein is considered breach of this contract and puts the failing party in default position to pay a onetime penalty fee of 2% of the first tranche of the contract to the suffering Party and all Intermediaries equally.
All subsequent tranches will be based on the same procedures until collateral or funds become exhausted.
Unauthorized bank communication:
Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose bank is to be contacted. Any unauthorized contact act is breach of this contract.
Notice: This is a private sale between two entities and is not to be construed as an offer of funds nor a sale of securities as defined in the Securities Act of 193334
SELLERS BANKING CO-ORDINATES:
BANK NAME :
BANK ADDRESS :
SWIFT :
ACCOUNT NO :
ACCOUNT NAME :
BANK OFFICER :
TELEPHONE :
FAX :
E-MAIL :
BUYERS BANKING COORDINATE:
BANK NAME:BANK ADDRESS:
SWIFT:
ACCOUNT NO:
ACCOUNT NAME:
BANK OFFICER:
TELEPHONE:
FAXIMILE:
EMAIL ID:
OTHER CONDITIONS:
This Agreement is a FULL RECOURSE COMMERCIAL COMMITMENT governed by the laws of the jurisdictions in which both all the parties reside and standards under ICC Regulations.
The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C. Publication #421) and NON-CIRCUNVENTION AND NON-ELUSION & WORKING AGREEMENT, is hereby incorporated in and made an integral part of this document.
All THE parties hereby affirm and attest that each has the authority to accept and execute this full legal contract and to be bound by its terms and condition.
This transaction constitutes SBLC Credit Facility of a Bank instrument, conducted between Two (2) Principal entities to be defined by contract and as such, is not intended to be nor shall be interpreted as a securities transaction as defined by the U.S. Securities Act of 19331934 or as amended by law or any other nation.
BY SIGNING THIS LOI, ALL THE PARTIES, SBLC ISSUER BANK, BUYER BANK, BUYER AND SELLER AGREE UNDER THE LAWS AND TRADING GUIDELINES SET FORTH BY THE ICC THAT THEY ARE READY WILLING AND ABLE TO COMPLETE THIS TRANSACTION UNDER THE TERMS AND CONDITIONS STATED WITHIN THIS LETTER OF INTENT.
AGREED AND SIGN THIS DATE 20 January 2017
For and on behalf of
Signature: ______
Name / Title:
Company:
Passport Number:
Date of Issue:
Date of Expiry:
Country of Issuance:
AGREED AND ACCEPTED BY THE SELLER THIS DAY 20 January 2017:
<SEAL>
______
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:
PRE-ADVICE VIA SWIFT MT799
BUYER MAY REPLACE WITH BUYER'S BANK PREFERRED TEXT
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SWIFT INPUT: MT-799
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) STANDBY LETTER OF CREDIT (SBLC) 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.
THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE
DELIVERED AND AVAILED VIA MT760 AND EXACT STANDBY LETTER OF CREDIT (SBLC).
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:
BUYER'S SIGNATURE SELLER'S SIGNATURE
Borrower’s Initials: ______Page 6 из 18 Provider´s Initials: ______
Contract: BG-Cash-0.5-5BI-EUR/01-2017. Date: January 20, 2017
EXHIBIT B
MT760 - ISSUE OF A STANDBY LETTER OF CREDIT
(PER STANDARD ICC FORMAT)
CREDIT NUMBER : XXXXXXXX
DATE OF ISSUE : XXXXXXXX
DATE AND PLACE OF EXPIRY : XXXXXXXX
ISSUING BANK : XXXXXX APPLICANT : XXXXXXXX
BENEFICIARY : XXXXXXXXX
CURRENCY CODE : USD
CREDIT AMOUNT : XXXXXXXXX
PLACE OF PRESENTATION : AT OUR COUNTRIES
FORM OF PRESENTATION : PAPER / BY COURIER SERVICE
LANGUAGE OF ANY REQUIRED : ENGLISH
DOCUMENTS
PARTY LIABLE FOR THE
PAYMENT OF ANY CHARGES : BENEFICIARY
UNDERLYING RELATIONSHIP : XXXXXXXXXXXXX
WE HEREBY IRREVOCABLY AND UNCONTIONALLY WITHOUT PROTEST OR NOTICIATION, WITH OUR FULL RESPONSIBILITY, UNDERTAKE TO PAY AGAINST THIS STANDBY LETTER OF CREDIT NUMBER XXXXXXXX
TO THE ORDER OF [NAME OF BUYER], THE BEARER OR HOLDER THEREOF AT EXPIRY DATE OF THE DAY,
MONTH, YEAR, THE SUM OF USD XXXXX [ XXXXXXX EURO / US DOLLARS ONLY ] IN LAWFUL CURRENCY OF
EUROZONE / UNITED STATES OF AMERICA UPON SURRENDER AND PRESENTATION OF ORIGINAL HARD COPY OF THIS STANDBY LETTER AT OUR COUNTRIES AS PER OUR FILE.
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND SHALL BE FREE AND CLEAR OF ANY DEDUCTIONS OR CHARGES, FEES, OR WITHHOLDINGS OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED THEREIN OR THEREOF.
PAYMENT IS AVAILABLE UPON THE BENEFICIARY'S FIRST WRITTEN DEMAND IN THE FORM OF
PRESENTATION INDICATED ABOVE ONLY TO BE SENT TO US NOT EARLIER THAN 15 [FIFTEEN] DAYS BEFORE EXPIRY DATE.
THIS STANDBY LETTER OF CREDIT IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US AND WITHOUT PAYMENT OR ANY TRANSFER FEE OR CHARGES.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE ICC UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE, PARIS, UCP 600 UNDER ICC.
PUBLICATION NO. 600 AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS ENGLAND. ANY
DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS STANDBY LETTER OF CREDIT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERICAL COURT OF ENGLAND.
THIS IS AN OPERATIVE INSTRUMENT AND NO CONFIRMATION SHALL FOLLOW.
Borrower’s Initials: ______Page 6 из 18 Provider´s Initials: ______
Contract: BG-Cash-0.5-5BI-EUR/01-2017. Date: January 20, 2017
BANK OFFICER 1:
______
AUTHORIZED SIGNATORY
NAME: TITLE: CODE:
BANK OFFICER 2:
______
AUTHORIZED SIGNATORY
NAME: TITLE: CODE:
Borrower’s Initials: ______Page 6 из 18 Provider´s Initials: ______
BUYER LETTERHEAD WITH COMPLETE ADDRESS
Transaction Code: BG-Cash-0.5-5BI-EUR/01-2017.
Seller Code: BG-Cash-0.5-5BI-EUR/01-2017.
Buyer Code:
BUYER’S SIGNATORY PASSPORT COPY
BUYER’S INCORP REGISTRATION COPY
CLIENT INFORMATION SHEET
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or other financial institutions for the purpose of verification of identity and activities of the investing Member, and the nature and origin of the funds that are to be utilized. All parties have an obligation to respect professional secrecy and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all times.
COMPANY’S INFO:Full Name Of Corporation:
Full Address:
Phone №:
Fax №:
Email:
Registration №:
BENEFICIARY’S INFO:
SIGNATORY’S FULL NAME:
Nationality:
Passport № (Country):
Date Of Issue:
Date Of Expiration:
Residential Address:
Home Phone №:
Mobile Phone №:
Home Fax №:
LANGUAGES / TRANSLATOR:
Languages:
Does the Signatory speak English?:
If No, Name of Translator:
Telephone №:
Email:
LEGAL REPRESENTATIVE:
Law Firm:
Full Address:
Phone №:
Fax №:
Email:
BANKING ORGANIZATION:
Bank Name
Address:
Bank Officer:
Phone №:
Fax № :
Account Name:
Account №:
Signatory:
Swift Code:
FUNDS INFORMATION:
Funds Available For This Transaction
Are Funds Free And Clear With No Liens Or Encumbrances?
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.
For and on behalf of
Signature: ______
Name / Title:
Company:
Passport Number:
Date of Issue:
Date of Expiry:
Country of Issuance:
BOARD RESOLUTION
THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF…………..,HAVING IT’S ADDRESS AT…………….., ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON 20th of OCTOBER 2015, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WITH:
RESOLVED: THATGARRY ALAN, MANAGING DIRECTORwith GREAT BRITAIN PASSPORT NUMBER, ………SHALL BE AND HEREBY IS APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANY 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 INTEREST OF THE COMPANY.
FURTHER RESOLVED: THATGARRY ALAN, withGREAT BRITAIN PASSPORT NUMBER,……………….,MANAGING DIRECTOR OF THE COMPANY, BE AND HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BYLAWS 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.