BUYER/LESSEE LETTERHEAD
TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE:
Date: 23 September 2018
LETTER OF INTENT
I,………………………………………………………………., with …………………………passport NO……………………., account holder and authorized signatory, hereby confirm with full legal and corporate responsibility, that we are ready, willing and able to undertake for the exchange of the herein described (“SBLC/BG”) 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 Lessee desires to receive a collateral facility from Lessor, in form of SBLC/BG) 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 Lessor accepts Lessee’s application for the collateral facility, in form of SBLC/BG, by issuing and transferring to the Lessee all its rights on SBLC/BG 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 Lessor hereby declares, under full penalty of perjury, that each SBLC/BG will be backed by good, clean, cleared, and of non-criminal origin cash Euro/USD funds, free and clear of all liens, encumbrances and any third party interests.
NOW THEREFORE, the Lessee has agreed to receive the instrument(s) and the Lessor has agreed to issue/deliver said instruments based on the following terms and conditions:
INSTRUMENT DESCRIPTION:
Instrument Type: SBLC/BG- CASH BACKED- ICCFormat
Term: One (1) year and one (1) day (Renewable)
Age: Lease/ Newly Issued
Issuing Bank: TOP 25 WESTERN EUROPE BANKS
Interest Rate: Zero percent (0%)
Price: 8%+4%
Contract amount: (……………………………………………….EURO/USD)
( XX,XXX,XXX.00 EURO/USD)
First Tranche: AS AGREED
Denominations: Euro/USD.
Direct MT 760 First OR Pre-Advice first via MT799, whichever CLIENT ASK FIRST.
Consultant Fees: 4% as per settlement among all Intermediaries.
Delivery: MT-760 from Issuing bank withHard Copy to follow in seven (7) banking days by bank bonded courier.
Payment:By unconditional SWIFT Wire Transfer – MT103.
Beneficiary: ……………………………………………………………………………
NOTE:WE ACCEPT YOUR PROTOCOL AND PROCEDURE AS AGREED
TRANSACTION PROCEDURE:
- Lessee submits Letter Of Intent (LOI) with full banking coordinates (there must be sufficient cash funds in this account), Enlarged 140% Color copy of Passport, Client Information Sheet, Certificate of Incorporation (if applicable), Corporate Resolution (if applicable), Non-Solicitation Statement
- After conducting due diligence, the RWA/LOI and return it to lessee and both parties shall lodge the executed contract with their respective banks.
- Within 24 hours, after getting signed Contract from Provider, lessee shall transfer 25 thousands Euro/USD to lawyer firm as issuing fees of MT760.
- Within 3-5 banking days upon verification of the TRANSMISSION FEES, theIssuing Bank will issue and deliver the Bank Instrument SBLC/BG by MT 760 to lessee’s designated bank for verification and authenticationOR PRE-ADVISE MT799 UPON CLIENT’S BANK REQUEST.(you must choose BG,SBLC)
- (A) Within 3-5 banking days upon verification, authentication and validation of the bank instrument on bank to bank basis, lessee bank will effect payment via fee to Lessor’s designated bank account by MT103.
(B) Lessee can deduct $/Euro 25,000 from 1% commission of Lessor Mandate while paying 6 + 4 BG/SBLC cost
© Lessee is allowed to pay bank fee 8% within 21 days but Intermediary fees 4% shall be paid within 3 to 5 days after receipt of Mt760.
- Within 7 banking days after receipt of full payment of the leasing fees, Lessor will deliver the hard copy of the bank instrument to the Lessee's/buyer’s bank via bank bonded courier.
- Transaction is to continue as per agreed tranche schedule. Any unauthorized bank calls, probes or communications, or an improper solicitation or disclosure involving any of the banks concerned in this transaction will result in immediate cancellation of this transaction and subject the violating party to damages.
SANCTIONS (NON PERFORMANCE)
After this contract is signed by both Lessor and Lessee, 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 1% of the first tranche of the contract to the suffering Party. 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 1933/34
ISSUING BANKCO-ORDINATES TO ISSUE SBLC / BG :
BANK NAME:
BANK ADDRESS:
SWIFT:
ACCOUNT NO:
ACCOUNT NAME:
BANK OFFICER:
TELEPHONE:
FAX:
LESSEE’S BANKING COORDINATE TO ISSUE PAYMENT MT103 AND TRANSMISSION FEES 25 THOUSANDS EURO/USD:
BANK NAME:
BANK ADDRESS:
SWIFT:
ACCOUNT NO:
ACCOUNT NAME:
BANK OFFICER:
TELEPHONE:
FAX:
LESSEE’S BANKING COORDINATE TO RECEIVE THE INSTRUMENT VIA MT 760:
Bank name:
Bank address:
Account name:
IBAN (USD):
SWIFT CODE:
BANK OFFICER:
TEL NO. :
MOBILE NO.:
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/BG 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 1933/1934 or as amended by law or any other nation.
BY SIGNING THIS LOI, ALL THE PARTIES, SBLC/BG ISSUER BANK, LESSEE BANK, LESSEE AND LESSOR 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 ……………..23 September 2018 FOR AND ON BEHALF OF LESSEE
<SEAL>
______
NAME:………………………………………...
TITLE: DIRECTOR
PASSPORT NO.: ……………………
DATE OF ISSUE:…………………………
DATE OF EXPIRATION:…………………..
NATIONALITY:……………………………….
AGREED AND ACCEPTED BY THE LESSOR THIS DAY23 September 2018:
NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
DATE OF ISSUE:
DATE OF EXPIRATION:
NATIONALITY:
SBLC/BGVERBIAGE
via SWIFT MT760
SBLC/BGNO.:XXXXXXXXXXXX
ISSUING BANK:XXXXXXXX
ADDRESS:XXXXXXXXXXXXXXXXXX
SWIFT CODE:XXXXXXXX
BANK OFFICER:XXXXXXXX
APPLICANT:XXXXXXXXXXXXXXXXXX
DATE OF ISSUE:XXXXXX
DATE OF MATURITY:XXXXXX
CURRENCY:EUROPEAN UNION CURRENCY
FACE AMOUNT:€XXXXXXXXXXX
.
RECEIVING BANK:XXXXXXXXXXXXXXXXXX
ADDRESS:XXXXXXXXXXXXXXXXXX
SWIFT CODE:XXXXXXXX
BANK OFFICER:XXXXXXXX
BENEFICIARY:XXXXXXXXXXXXXXXXXX
.
INSERT LESSEE APPROVED VERBIAGE BUT MUST BE ICC REGULATION
CLIENT’S INFORMATION SHEET
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Marketing Commission Circular of December 1998, concerning the prevention of money laundering, the following information may be supplied to Banks and/or other Federal Institutions for purposes of verification.
Corporate Entity
Name:
Street
City:
State:
Country:
Postal Code:
Signature Representative:
Title:
Individual
Full Name:
Street Address:
City:
State:
Country:
Postal Code:
Contact Information
Telephone Number:
Fax Number:
Email Address:
Languages / Translator
Language:
Passport Information : Annex 1
First Name:
Middle Name:
Last Name:
Gender:
Date of Birth:
Country of Citizenship:
Languages:
Passport Number:
Date of Issue:
Date of Expiry:
Issuing Authority:
SUMMARY OF OUR PROJECTS:
……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
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 origin of funds is in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.
Signed this23 September 2018
……………………………………………………………
Signatory Name:
Title: Director
Passport No.:
Country:
Date of Issue:
Date of Expiration:
BOARD RESOLUTION
THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF…………………………………HAVING IT’S CONTACT ADDRESS AT …………………………….(HEREINAFTER REFERRED TO AS THE “COMPANY”) HAVING A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON23 September 2018, AT THE COMPANY’S ABOVE REFERENCED CONTACT ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:
RESOLVED:THAT …………………………………….., holder of …………………………….PASSPORT NUMBER…………………….., DIRECTORAND AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS 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 BANK INSTRUMENTS transactionS 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 CONTRACTS WITH HIS SELECTED SOURCES AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.
FURTHER RESOLVED:THAT MR.……………………………………….., DIRECTOROF 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.
IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS DAY OF 23 September 2018.
SIGNED BY THE CHAIRMAN OF BOARD:
______
Signatory Name:……………………………………..
Title: Director
Passport No.:………………………………..
Country:………………………….
Date of Issue:……………………………..
Date of Expiration: ………………………
NON-CIRCUMVENTION AND NON-DISCLOSURE
ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DICLOSURE RULES (NCND) OF ALL ISSUES FROM THE ICC 500 APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS. THIS NCND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESEINTERMEDIARIES. THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE AND TRANSFERABLE TO THE BENEFICIARIES, DESIGNS, HEIRS AND ASSIGNS UPON WRITTEN NOTICE OF ALL PARTIES, AND SHALL NOT BE AMENDED WITHOUT THE EXPRESS WRITTENCONCENT OF THE PARTIES. IF NO CONTRACT IS COMSUMMATED, THIS FEE PROTECTION AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.
ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLYCONFIDENTIAL. NO COMMUNICATION BETWEEN BANKING OFFICERS.OTHER THAN TRANSMISSION BY SWIFT WIRE TRANFER AND ANY OTHER TRANSMISSION SPECIFICALLY AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATION SHALL CLEARLY REFERENCE THE TRANSACTION CODE, THE LESSOR’S CODE AND THE LESSEE’S CODE REFERRED TO HEREIN. SHOULD A CONTRACT BE SIGNED BETWEEN THE LESSOR AND LESSEE, A BANK ENDORSED CORPORATE PAY ORDER WILL BE ISSSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED BY A SWIFT WIRE TRANSFER TO THE PAYMASTER’S ACCOUNT, WHEN PAYMENTFOR THE BANK INSTRUMENT IS COMPLETED. AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL.
Executed this day……….23 September 2018…….by LESSEE
<SEAL>______
Signatory Name:………………………………………..
Title: Director
Passport No.:…………………………………………
Country:JORDAN
Date of Issue:……………………………..
Date of Expiration: …………………………….
NON-SOLICITATION LETTER
I, ………………………………………………, do hereby confirm that I have requested of you and your associates, specific confidential information and documentation regarding a currently available Private Placement Program to serve for our interest, purposes and understanding only, and not for further distribution. We are hereby agreeing to keep all information received by you as STRICLY CONFIDENTIAL AND PROPRIETARY.
I hereby declare that I am fully aware that the information presented by you is not in any way considered or intended to be solicitation of funds of any sort, or any type of offering, but is intended for general knowledge and educational purposes only. I affirm that I have requested information from you and your associates of my own choice and free will, and further that you have not solicited me in any way.
I understand that the completed transaction is strictly one of private placement, and that it is in no way relying upon or relating to the United States Securities Act of 1933 or related regulations, and it does not involve the sale of registered securities.
Further, I hereby declare that I am not a licensed broker or government employee. I have mutually agreed that this private placement transaction is exempt from the Securities Act, and is not intended for the general public, and all matters are for PRIVATE USE ONLY Agreed and Accepted by the LESSEE:
This day 23 September 2018.
<SEAL>
______
Signatory Name:……………………………………………...
Title: Director
Passport No.:…………………………
Country:………………………
Date of Issue:……………………
Date of Expiration: ………………………..
FEE PROTECTION AGREEMENT
INSTRUMENT DESCRIPTION:
Instrument Type: SBLC/BG - CASH BACKED- ICC Format
Term: One (1) year and one (1) day (Renewable)
Age: Lease/ Newly Issued
Issuing Bank: TOP 25 WESTERN EUROPE BANKS
Interest Rate: Zero percent (0%)
Price: 8%+4%
Contract amount: (………………………………………………..EURO/USD)
( XX,XXX,XXX.00 EURO/USD)
First Tranche: (…………………….. EURO/USD) (xx,xxx,xxx Euro/USD)
Denominations: Euro/USD.
Consultant Fees: 4% as per settlement among Intermediaries..
Transaction Model:Direct MT 760 First OR Pre-Advice first via MT799, whichever CLIENT ASK FIRST.
Delivery: MT-760 from Issuing bank withHard Copy to follow in seven (7) banking days by bank bonded courier.
Payment:By unconditional SWIFT Wire Transfer – MT103.
Beneficiary: …………………………………………………………………..
Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees ofFOUR Percent (4%) of the face value of the instruments, for the benefit of the consultants being hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”.
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 unencumbered Euros/Dollars and delivered, via wire transfer, to your designated trust/bank account coordinates.
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order” shall endure 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 or electronic mail 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 Years from the date of this document or the last date of the contract including any renewals, extensions and additions 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 affirm, 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. Intermediaries are NOT Advisors of any kind.
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 codes, (the Lessor’s code to be provided by the Lessor) and any other identification codes shall remain the same and shall not be changed until this transaction including any renewals, extensions and additions 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 will be accepted as an original and I confirm that I have authority to execute this Pay Order.
Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Four Percent (4%) of the face value from each and every tranche of this transaction, including any rolls or extensions, to be paid to Lessee’s broker only:
TOTAL COMMISSIONS: 4%
LESSOR’S SIDE COMMISSION (MANDATE):1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS:
Agent-1:1% FV of BG/SBLC for every tranche- CLOSED
Paymaster Name / TARIQ M ABDULHADIPaymaster Address
Paymaster Telephone
Paymaster Fax
Paymaster Email
Bank Name
Bank Address
Bank Officer
Bank Telephone
Bank Fax
SWIFT Code
ABA Routing
Account Name
Account Number (IBAN)
Beneficiary
Special Instructions / SEND PRE-ADVICE PRIOR TO SENDING CASH FUNDS TO LEGITIMATE BENIFICIARIES AND PAYMASTER FOR NOTIFICATION PURPOSES.
Required Instructions / Text Message:The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the following: “THE REMITTER IS KNOWN TO US. THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT.
Special Instructions / Same Day Transfer and Immediate Credit - CURRENCY: Euro or US Dollars. All Wire transfers shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to Paymaster………..and to: TBA for legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank.
OTHER INTERMEDIARIES: 1% OF FULL FACE VALUE, INCLUDING ROLLS AND EXTENSIONS, TO BE SPLIT AND PAID TO THE FOLLOWING PAYMASTERS: