Lessee Letterrpad

Transaction Code:

Lessor Code:

Letter of Intent (LOI)

DEED OF AGREEMENT (DOA)

(SOME SORT OF SUPPORTING OR RECOMMENDATION LETTER IS REQUIRED FROM CLIENT BANK ASSURING ISSUANCE OF SOME COLLATERAL OF PN OR ICBPO OR BLOCKFUNDS MT799 FOR PAYMENT OF BG COST AFTER RECEIPT OF MT760 BG/SBLC. NO LOI WILL BE ACCEPTABLE WITHOUT A BANK SUPPORTING LETTER OR BCL OR BANK BALANCE STATEMENT.)

The Provider :

Address :

Company Reg No :

Represented by :

ID Number :

Nationality :

Telephone No :

Provider’sEmail :

( Hereinafter to the 'SELLER' on one part)

And

The BUYER :

Address :

Represented by :

Nationality :

Passport # :

Telephone :

(Hereinafter to the 'BUYER' on the other part)

WHEREAS. The BUYER desires to PurchaseBank Instrument (BG/SBLC) from the SELLER. BUYER confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the Purchaseof this instrument is ready and BUYER further confirm to cooperate with the SELLER.


WHEREAS. The SELLER desires to Sell, transfer and assign all rights title and interest of the BG/SBLC available to it to the BUYER. SELLER represents and warrants that it has the ability and resource to arrange through associates, contracts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to BUYER. SELLER hereby declares under penalty of perjury that the BG/SBLC will be backed by funds that are good, clean, clear, and free of non criminal origin, the BG/SBLC will be free and clear of all liens, encumbrances and third party interests.

NOW THEREFORE, The BUYER has agreed to Purchasethe BG/SBLC at 55% of Face Value for the instrument requested and SELLER has agreed to issue BG/SBLC for Purchaseand both Parties hereby agree to the following:

Description of Instrument:

1. Instrument: BG, SBLC, FRESH CUT (FC), 100% CASH-BACKED, ON ICC STANDARD FORMAT LIKE ICC458 OR ICC758 OR ICC600

2 (A). Minimum Face Value: : 10 Million to xxxxxxxx in First Tranche with a BlockFunds MT799 or ICBPO required AND up to 50 Billion USD/Euro in Tranches of 500 Million USD/Euro each.

2. (B). Total Contract Amo XXXXXXXX Million Euro/Dollar; Euro/$X,000,000,000

Current Contract Amout: XXXXXXXX Million Euro/Dollar; Euro/$X,000,000,000

1st Trnache: XXXXXXXX Million Euro/Dollar; Euro/$xxx,000,000,

2nd Tranche: xxxxxxxx Million Euro/Dollar; Euro/$xxxx,000,000,

2 (C). Beneficiary:

3. Issuing Banks: Credit Suisse, Geneva, Barclays Bank, London, HSBC Bank, Germany, London, Duetsch Bank, Zurich, and JP MORGAN CHASE BANK, LONDON;

(Please choose any one of these 5 Banks, if necessary. Otherwise, we will choose for you.)

4. Age: One Year and One Day

5. Sale Price: 52% + 3% commission, making it 55% of the BG Face Value

6. Delivery: {Bank-To-Bank Swift}

7. Payment: MT103

8. Hard Copy: Bonded Courier Service {within three banking days}

TRANSACTION PROCEDURES

1) / (A) BUYER SUBMITS TO SELLER THIS SIGNED AGREEMENT, TOGETHER WITH CLIENT INFORMATION SHEET, CORPORATE BOARD RESOLUTION, NON-SOLICITATION LETTER, SIGNATORY'S PASSPORT COPY, CORPORATE REGISTRATION AND THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.
(B) BUYER PROVIDES HIS BANK RWA LETTER APPROVING VERBIAGE OF OUR SWIFT MT-799 (AS PER “APPENDIX A” TO SELLER’S DESIGNATED RECEIVING BANK.
2) / (A) AFTER COMPLETING DUE DILIGENCE, SELLER COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO BUYER, ALONG WITH SELLER’S FULL BANKING COORDINATES.
3) / WITHIN THREE (3) BANKING DAYS AFTER SIGNING AND LODGING OF THIS AGREEMENT, BUYER SHALL ISSUE BLOCKED FUND OR ICBPO OR PN OR VIA SWIFT MT-799 (AS PER "APPENDIX A") OR MT103.23 TO SELLER’S DESIGNATED RECEIVING BANK.
4) / (A) WITHIN THREE (3) BANKING DAYS AFTER RECEIPT AND CONFIRMATION OF THE BLOCKED FUND VIA MT-799 OR ICBPO OR MT103.23, SELLER SHALL ISSUE A PRE-ADVICE VIA SWIFT MT-799 (AS PER "APPENDIX B").
(B) IN CASE IF ANY BUYER WANTS BANK TO BANK CONFIRMATION ABOUT ISSUANCE OF MT799 PRE-ADVICE, HE SHOULD REQUEST PROVIDER TO PROVIDE MT199 VERBIAGE FOR SENDING TO HIS BANK. THEN CLIENT CAN SEND THAT MT199 TO PROVIDER BANK FOR SUCH CONFIRMATION. PROVIDER BANK WILL REPLY BY MT199 THAT IF MT799 BLOCKFUNDS OR ICBPO OR PROMISSORY NOTE OR MT103.23 IS RECEIVED FROM BUYER BANK, MT799 PRE-ADVICE WILL BE SENT IN REPLY TO ICBPO OR BLOCKFUNDS MT799 OR PN OR MT103.23.
©CLIET VERIAGES OF MT799 BLOCKFUNDS OR ICBPO OR PROMISSORY NOTE ARE NOT ACCEPTABLE. ONLY OUR VERBIAGES AS GIVEN IN IN VARIOUS APPENDICES OF THIS DOA WILL BE ACCEPTABLE.
(D) ALL THESE PAYMENT PROMISING DOCUMENTS, ICBPO, BLOCKFUND POF, PROMISSORY NOTE HAVE TO BE SENT BY MT799 FOR 60 OR 90 DAYS VALIDITY, BUT VALIDITY WILL AUTOMATICALLY EXPIRE AT THE COMPLETION OF THE TRANSACTION, I.E. BY THE PAYMENT OF THE BG/SBLC COST PAYMENT. MOREOVER, THEY WILL ALL EXPIRE AUTOMATICALLY IF MT799 PRE-ADVICE BY THE ISSUING BANK IS NOT SENT WITHIN 7 OR 10 BANKING DAYS.
5) / WITHIN THREE (3) BANKING DAYS OF RECEIPT OF THE CONFIRMATION OF THE ABOVE MT-799 PRE-ADVICE, SELLER’S ISSUING BANK THEN ISSUES THE BANK GUARANTEE (BG) VIA SWIFT MT-760 (AS PER "APPENDIX C") TO BUYER’S DESIGNATED BANK RECEIVING ACCOUNT. SELLER SHALL PROVIDE A SCANNED COLOR COPY OF SAID MT-760 TO BUYER’S EMAIL ADDRESS FOR TRACING.
6) / WITHIN FIVE (5) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT-760 BANK GUARANTEE (BG), BUYER'S PAYING BANK SHALL RELEASE THE AGREED FUNDS TO SELLER’S DESIGNATED BANK ACCOUNT, AND SIMULTANEOUSLY BUYER PAYS DIRECTLY WIRE TRANSFER THROUGH THE RELEASE FUND OF MT-103 WITH THE CONSULTING FEES PER EACH FINANCING TO THE CONSULTANTS AS PER THE RELEVANT IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.
7) / WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENTS, SELLER’S BANK SHALL SEND THE BG HARD COPY ORIGINAL TO BUYER’S DESIGNATED BANK RECEIVING ACCOUNT BY BANK BONDED COURIER.
8) / ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPERSOLICITATION OR DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED INTHIS TRANSACTION WILL RESULT IN IMMEDIATE CANCELLATION OF THISTRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

BANKING INFORMATION

SELLER'S BANKING COORDINATES:

(1) PARTY A’S ISSUING BANK COORDINATES FOR SENDING MT-799 PRE-ADVICE, MT-760 BG AND HARD COPY OF BG

BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL

(2) SELLER’S PAYMENT RECEIVING BANK COORDINATES FOR RECEIVING POF AND 55% PAYMENT

BENEFICIARY
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
ABA ROUTING
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
SPECIAL INSTRUCTIONS: / UPON RECEIPT OF FUNDS, PAYMASTER TO SEND NOTIFICATION BY EMAIL TO THE DESIGNATED BENEFICIARIES IN GROUP #1 AT AND, RESPECTIVELY.
REQUIRED MESSAGE: / ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN, AND ARE IMMEDIATELY PAYABLE IN CASH”

BUYER BANKING COORDINATE TO ISSUE BLOCKFUNDS MT799 OR ICBPO OR MT103.23 AND MAKE ALL PAYMENTS:

BANK NAME:

BANK ADDRESS:

SWIFT:

ACCOUNT NO:

ACCOUNT NAME:

BANK OFFICER:

TELEPHONE:

FAX:

BUYER BANKING COORDINATE TO RECEIVE PRE-ADVICE VIA MT 799 FOLLOWED BY MT 760:

BANK NAME:

BANK ADDRESS:

SWIFT:

ACCOUNT NO:

ACCOUNT NAME:

BANK OFFICER:

TELEPHONE:

FAX:

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 SELLER ATTEMPTING TO DO SO WILL LEAD TO CANCELLATION OF THIS FINANCING AGREEMENT.

SPECIAL CONDITIONS

ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION IN AN IMPROPER WAY TO SELLER’S OR BUYER’S BANK(S) IN THIS FINANCING SHALL BE PROHIBITTED AND CONTRACT TERMINATED.

MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY SELLER AND BUYER TO FACILITATE EXHAUSTION OF THE CONTRACT. SELLER AND BUYER MAY CHANGE OR ADD THEIR BANKS BY PROVIDING WRITTEN NOTICE WITHIN TWENTY-FOUR (24) BANKING HOURS TO EACH OTHER.

BOTH PARTIES 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 THE FINANCING.

GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES, AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF FIVE (5) YEARS, RENEWABLE FOR ANOTHER FIVE YEARS PERIOD OF TIME AT THE OPTION OF BOTH PARTIES.

THIS FINANCING CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1934 AS AMENDED OR BY THE LAWS OF ANY OTHER NATION.

FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

UPON ACCEPTANCE, THIS AGREEMENT BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY HOLDS ONE OF THE AGREEMENT SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH SELLER AND BUYER JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER THIS CONTRACT WILL SUBJECT TO THE PENALTY OF THREE PERCENT (3%) OF FACE VALUE OF THE BG TO THE INJURED PARTY WITHOUT RECOURSE.

ARBITRATION

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, WHICH IS NOT SETTLED BY THE PARTIES, SHALL BE SUBJECT TO BINDING ARBITRATION. THE VERDICT RENDERED BY THE PANEL OF ARBITRATORS SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. IN THE EVENT OF A DISPUTE, THE FOLLOWING PROCEDURES SHALL APPLY:

(A) A WRITTEN NOTICE SHALL BE SENT (BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED) BY THE AGGRIEVED PARTY TO THE PARTY IN DEFAULT, WHICH SHALL INCLUDE AN EXPLICIT AND DETAILED STATEMENT OF THE DISPUTE. THE BUYER BEING SERVED THE NOTICE SHALL HAVE (15) BUSINESS DAYS TO RESPOND IN WRITING AND / OR TO CURE THE DEFAULT. IF THE PARTIES FAIL TO RESOLVE THE DISPUTE WITHIN THE FIFTEEN-BUSINESS DAY PERIOD, THE MATTER WILL BE SUBMITTED TO ARBITRATION AS FOLLOWS.

(B) THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS BY ARBITRATION IN ACCORDANCE WITH THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE, PER ICC DOCUMENT Y432-A AND OTHER APPLICABLE ICC DOCUMENTS. ARBITRATION PROCEEDINGS SHALL BE DIRECTED BY THREE ARBITRATORS, ONE APPOINTED BY EACH SELLER AND THE THIRD SUBSEQUENTLY APPOINTED BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS TO BE CHOSEN BY THE PARTIES SHALL BE CHOSEN WITHIN 30 DAYS OF THE SERVICE OF A DEMAND FOR ARBITRATION ON ANY OF THE PARTIES. THE APPOINTMENT OF ANY ARBITRATOR MAY BE SUBJECT TO CHALLENGE BY ANY PARTY ONLY BY REASON OF A CONFLICT OF INTEREST. THE PARTIES AGREE TO HAVE THE DISPUTE ARBITRATED IN ACCORDANCE WITH SAID RULES OF ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE HELD IN ------, OR OTHER LOCATION MUTUALLY AGREED IN WRITING BY THE PARTIES FAILURE TO APPEAR WITHOUT A SHOWING OF GOOD CAUSE, SHALL ENTITLE THE OTHER PARTY TO AN AWARD.

(C) THE DECISION AND AWARD MADE BY THE ARBITRATORS SHALL INCLUDE THE AWARD OF ALL COSTS AND EXPENSES INCLUDING ATTORNEY'S FEES AND EXPENSES, INCURRED BY THE AGGRIEVED PARTY AS A RESULT OF THE DISPUTE. ANY SUCH AWARD SHALL BE PAID TO THE THE UNSUCCESSFUL PARTY WITHIN THIRTY (30) DAYS AFTER THE AWARD. IN THE EVENT OF CIRCUMVENTION, EITHER DIRECTLY OR INDIRECTLY, OR ANY OTHER DISPUTE ARISING OUT OF, OR RELATING TO THIS CONTRACT, THE AGGRIEVED PARTY SHALL BE ENTITLED TO MONETARY COMPENSATION EQUAL TO THE MAXIMUM FEE, REMUNERATION, CONSIDERATION, OR BENEFIT IT WOULD HAVE RECEIVED FROM SUCH TRANSACTION, AND SUCH OTHER DAMAGES AND RELIEF AS MAY BE DEEMED APPROPRIATE. THE SUM ALLOWED AND RELIEF GRANTED SHALL BE PAID AND BECOME DUE AND PAYABLE WITHIN THE THIRTY (30) DAY PERIOD REQUIRED FOR THE PAYMENT OF FEES AND EXPENSES, UNLESS OTHERWISE SPECIFIED IN THE ARBITRATION DECISION. SETTLEMENT UPON AN AWARD SHALL BE FINAL, AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

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 FINANCING.

AFTER CONFIRMATION, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN AGREEMENT/ CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR EXECUTION BELOW, THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND WARRANT UNTO THE OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.

IN WITNESS WHEREOF THE PARTIES EXECUTED THIS AGREEMENT ON THE DATE BELOW WRITTEN.

signed BY THE BUYER

<SEAL>

______Date: 14 February 2015

Name:

Title:

Passport No.:

Country:

Issue Date:

Expiry Date:

signed BY THE BUYER

<SEAL>

______Date: 14 February 2015

Name:

Title:

Passport No.:

Country:

Issue Date:

Expiry Date:

ACCEPTABLE DRAFT OF ICBPO

SWIFT INPUT: MT 799

NON-NEGOTIABLE ICBPO POF MT799 VERBIAGE

ICBPO SWIFT MT799

(NON-NEGOTBLE ICBPO VERBIAGE FORMAT VIA SWIFT MT799)

------MESSAGE HEADER------

SWIFT INPUT: MT799 ICBPO

SENDER:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

BANK OFFICER:

Tel:

Fax:

AMOUNT:

ACCOUNT NAME:

ACCOUNT NUMBER:

RECEIVER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
TELEPHONE NUMBER:
EMAIL ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
IBAN NUMBER:

ACCOUNT NUMBER USD:

IBAN NUMBER USD:

BENEFICIARY:

ACCOUNT CURRENCY:

------SWIFT MESSAGE TEXT------

TRANSACTION CODE:

TRANSACTION NUMBER:

NARRATIVE:

WE, ______BANK NAME______REPRESENTED BY THE UNDERSIGNED OFFICERS HEREBY OPEN OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE, CONFIRM-ABLE AND CONDITIONAL BANK PAYMENT ORDER IN FAVOR OF ……………………. FOR AMOUNT OF EUROS/USD ------ONLY (EURO/USD------)DUE 60 DAYSFROM THE DATE OF THE TRANSMISSION OF THIS SWIFT WHICH IS:____ (DATE), OR UNTIL THE TRANSACTION IS COMPETED.