Global Master Securities Lending & Borrowing Agreement
This Agreement is issued in respect of the statutory of ISO 15022, Number: BG/A04/11/0408/PARK, dated :.
Between
……………………..a company incorporated under the laws of The United Kingdomacting through its Designated office at…………………
(Hereinafter referred to as Lender)
And
(Lessee’s Company Name),a company incorporated under the laws of (Country)acting through its Designated Office at(Lessee’s Address).
(Hereinafter referred to as Borrower)
- Loan of Securities
1.1.The Lender will lend Securities to Borrower, and Borrower will borrow Securities from Lender in accordance with terms and conditions of this Agreement.
1.2.The Lender provides to Borrower the opportunity to receive in “Funds First Mode” and use Bank Instruments in the form of BG (hereinafter the Bank Instrument), following the Uniform Customs and Practice for Documentary Credits UCP of the International Chamber of Commerce Paris following the terms of “Application To Lease Bank Instrument” submitted from Borrower to Lender, under the conditions that are stated below.
1.3.The specific purpose of the use of the said Bank Instrument is the purpose of Credit Enhancement, to help the businesses of the Borrower.
- Details of Security
2.1.The Borrower orders the Bank Instrument by signing this Lending and borrowing agreement, in the form of tradable Certificate of Debt with the following details and description:
2.2.Type of Instrument: Bank Guarantee
2.3Contract Amount: United States Dollars ______
(USD___,000,000.00)
2.4.First Tranche:United States Dollars ______
(USD____,000,000.00)
Second Tranche:United States Dollars ______
(USD_____,000,000.00)
2.5.Subsequent Tranches:United States Dollars ______
(USD____,000,000.00)
2.6.Issuing Bank Name:Deutsche Bank
Frankfurt, Germany
2.7. Issuing Bank Address:Theodor-Heuss-Allee 7070468,
Frankfurt, Germany
2.8.Procedure
(I)Borrower/Lender shall sign this Master Securities Lending Agreement which shall become a formal and enforceable agreement between both Parties.
(II)Within 5 Banking Days, Borrower shall open an Irrevocable Conditional Bank Payment Order (ICBPO) in favor of Lender and shall cause ICBPO be delivered via SWIFT MT799 from Borrower’s Bank to Lender’s Bank.
(III)Within 5 Banking Days of receiving the ICBPO from Borrower’s Bank, Lender shall cause BG Issuing Bank to transmit Operative BG via SWIFT MT760 to Borrower’s Bank.
(IV)Within 5 Banking Days upon receipt of BG by SWIFT MT760, Borrower’s Bank shall verify BG and effect payment by Unconditional SWIFT MT103.
(V)Within 5 Banking Days upon receipt of Payment, the Lender’s Bank shall send Original Bank Guarantee by Bank Courier to the Borrower’s Bank.
- Rates Applicable to Loan Securities
3.1.Borrower shall pay to the Lender, the agreed service fee of 13% (Thirteen Percent) of the face amount of the instrument for a period of one year and one day.
3.2.Borrower shall issue to Lender an Irrevocable Conditional Bank Payment Order (ICBPO)via SWIFT MT799 as per the agreed verbiage, to cover the agreed service fee of 13% (Thirteen Percent) of the face amount of the instrument for a period of one year and one day.
3.3.Borrower shall pay a consultancy fee/commission of 2% (Two Percent) of the face amount of the instrument for each and every tranche under a Master Fee Protection agreement.
- Ownership of the Bank Instrument
4.1.Except as specifically set forth in a future writing signed by LENDER, the Bank Instrument is and at all times shall remain personal property owned by LENDER and not by BORROWER or any other person or entity.
4.2.Neither the Bank Instrument nor any item of the Bank Instrument is or shall become encumbered, mortgaged or pledged or put at any kind of financial risk without the authorization of the LENDER.
4.3.Neither any Bank nor any person or entity claiming on behalf of, or through Bank shall have, or claim, any right, title or interest in any of the Bank Instrument.
- Borrower’s Right to Terminate the Agreement:
Borrower may terminate this Agreement at any time, by sending a written notice to Lender. Borrower shall return the Bank Instrument immediately upon such termination of the Agreement.
- Borrower’s Obligation to Re-Delivery:
The Borrower must return the Bank Instrument unencumbered to the Lender 15 days before his maturity date. If Borrower fails to return the Bank Instrument 15 days before maturity in accordance with this Agreement, Borrower is liable for any damages caused thereby and this Agreement will be null and void. The Borrower will have the possibility to extend the leasing period for another 2 years.
- Substitution of Collateral:
Borrower, prior to the date of maturity of the Bank Instrument lent, may have delivered or delivers Alternative Collateral acceptable to Lender or cash in the amount of the aggregate market value of the lent Instrument on the same business day.
- Assignment of the Agreement:
This Agreement may not be assigned to any third party without prior written consent from the Lender.
- Lender’s Warranties:
9.1.The Lender hereby warrants and undertakes to the Borrower on a continuing basis to the intent that such warrants shall survive the completion of any transaction contemplated herein that, where acting as a Lender.
9.2.Lender grants Borrower an exclusive license to use the Bank Instrument. The License is transferable to other third parties only after authorization of the Lender.
- Borrower’s Warranties:
10.1.The Borrower hereby warrants and undertakes to the Lender on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that, where acting as a Borrower.
10.2.Borrower is obligated to observe due care when using the Bank Instrument and shall ensure that the amount of the Bank Instrument is covered by reasonable asset or insurance.
10.3.Borrower also grants that he has the capability in funds or credit facility, to pay the lending/borrowing fees at the moment of signature of this Agreement and within the moment of the successful conclusion of this transaction.
10.4.Borrower presents and warrants that no provision of this Agreement is in violation of or contradicts any Agreement or contract between Borrower and his Designated Bank.
Borrower’s Banking Coordinates for Receiving BG
Bank Name:
Bank Address:
Swift Code:
Bank Officer:
Bank Phone:
Account Name:
Account Number:
Borrower’s Banking Coordinates for Issuing ICBPO
Bank Name:
Bank Address:
Swift Code:
Bank Officer:
Bank Phone:
Account Name:
Account Number:
Lender’s Banking Coordinates for Receiving ICBPO
Bank Name:
Bank Address:
Swift Code (BIC):
Account Name:
Account Number:
** Above bank can be changed depend on Lender’s choice on final contract.
- Modification to Legislation:
Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or reenactment thereof for the time being in force.
- Event of Default:
Non observance of one or more of the above mentioned articles will render this Agreement null and void.
12.1.BG shall be issued and received within a maximum of 10 days after ICBPO is issued.
12.2.Failure of Borrower to issue ICBPO within a maximum of 10 days after signing of contract, the signed contract shall become null and void with the Borrower paying a penalty of 5% of the Face Value of the intended BG to Lender.
12.3.Failure of Lender to issue BG within a maximum of 10 days after ICBPO has been issued and received at Lender’s Bank, Borrower shall be entitled to 5% of the Face Value of the intended BG which shall be paid to Borrower by Lender and such inability to issue and provide the BG shall render the signed Agreement null and void.
- Severance:
In any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise non enforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
- Notices:
Any notice or other communication in respect of this Agreement may be given in any manner set forth below:
14.1.if in writing and delivered by courier, on the date it is delivered;
14.2.if sent by telex or by telegram, on the date the recipient’s answerback is received;
14.3.if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted;
14.4.if sent by electronically messaging system, on the date that electronic message is received.
- Governing Law and Jurisdiction:
This Agreement is governed by, and shall be construed in accordance with, English law. The Courts of London, UK, have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement, and, for those purposes, each party irrevocably submits to the jurisdiction of the court of England and Wales.
- Time:
Time shall be of the essence of the Agreement.
- Recording:
The Parties agree that each may record all telephone conversation between them.
- Miscellaneous:
18.1.This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
18.2.No amendment in respect of this Agreement will be effective unless in writing and executed by each of the Parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
18.3.Except as provided on this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.
18.4.A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.
18.5.The referenced Instrument is to be no callable prior to maturity and unconditionally guaranteed by the Issuing Bank.
Read, approved and underwritten in all pages on the day of 11TH April, 2008.
The Lender
For and On Behalf of
Signatory Name:
Title:
Passport Number: //Seal
Country of Issue:
Date of Issue:
Expiry Date:
The Borrower
For and On Behalf of
(Lessee’s Company Name)
Signatory Name:
Title:
Passport Number:
Country of Issue: //Seal
Date of Issue:
Expiry Date:
Payment Order Sample ICBPO
------Instance type and transmission------
Bank Name:
Bank Address:
Swift Code(BIC):
Account Name:
Account Number:
------Message header------
Swift input: FIN799 format message
Sender:(Lessee’s ICBPO Issuing Bank)
Receiver:
------Message Text------
20:transaction reference number
21: related reference
79: narrative
Subject: irrevocable conditional payment order
Date of issue: ______
Date of expiration: ______
Amount: USD__,000,000.00
We hereby present our irrevocable conditional payment in favor of the account of ...... in the amount of up to...... for your granting loan facility (1-year) to the
Payment will effect upon presentation of your swift to us stating that the amount of such claim (s) represents and covers the unpaid balance of indebtedness in connection with your granting loan facility (1-year) to the ...... duly signed by the authorised signatories of the applicant. Authorised signature of the applicant shall be verified by the issuing bank via swift message.
Partial drawings and multiple presentations are not acceptable.
We hereby confirm that the funds will be good, clean and clear and are from a legal source with non-criminal origins.
This SWIFT will be valid until ...(30 days from the date of issuance of ICBPO) …May, 2008. This is an operative instrument and is subject to the uniform commercial code as it relates to bank credit instruments.
Regards
(ICBPO Issuing Bank)
------Message Trailer------
------Interventions------
BANK GUARANTEE (BG) draft swift mode mt760
DESTINATION:
Bank Name:
Bank Address:
Bank Officer Telephone:
Fax:
Account Number:
Account Name:
SWIFT:
------Normal ------
20: Transaction Reference Number
21: Reference Original
79: Explanation
CURRENCY:
BANK INSTRUMENT NUMBER:
AMOUNT:
DATE OF ISSUE:
MATURITY DATE:
EXPIRY DATE : ......
BENEFICIARY: ......
PLACE OF ISSUE: ......
DATE OF ISSUE: ......
ACCOUNT NAME:
TEXT OF THE INSTRUMENT:
FOR THE VALUE RECEIVED, WE …....(Name of Issuing Bank)… HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK INSTRUMENT NUMBER (__), TO THE ORDER OF THE BENEFICIARY THEREOF ...(Name of beneficiary)…, AT DATE OF MATURITY, UPON FIRST DEMAND, THE SUM OF
(______) IN THE LAWFUL CURRENCY OF (______), UPON PRESENTATION AND SURRENDER OF THE ORIGINAL OF THIS BANK GUARANTEE AT THE OFFICE OR OFFICES OF ...(Name of Issuing Bank)…, WORLDWIDE, UPON PRESENTATION AT MATURITY.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND SHALL BE FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDING OF ANY NATURE, NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE ISSUING BANK OR ANY POLITICAL SUBDIVISION OF AUTHORITY THEREOF OR THEREIN.
THIS GUARANTEE IS FREELY TRANSFERABLE AND ASSIGNABLE.
THIS GUARANTEE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COUNTRY OF THIS ISSUING BANK AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, LATEST REVISION OF PUBLICATION 500/600.
FOR AND ON BEHALF OF ___(Name of Issuing Bank)______HEAD OFFICES
THIS ______DAY OF ______2008
…………………………..………………………….
Authorized signatoryAuthorized signatory
(Bank officer #1)(Bank officer #2)
Borrower’s Initials: Lender’s Initials: 1