Joint Venture Agreement Contract
JOINT VENTURE AGREEMENT CONTRACT
PROFIT FROM PRIVATE CREDIT LINE
BY FREE DELIVERY SWIFT MT542
DATE: July 28th, 2017
Contract Code
GGTI/LAC/ US922646AS37/MT542/USD3BI/28072017
Beneficiary No.1
Beneficiary No.2
GOLDEN GROUP TRUST & INVESTMENT S.A.
Effective Date
July 28th, 2017
Contract Party
LUANDA ALDAIR CAPITAL LLC
Distribution
Profits from Credit Line
BETWEEN
The LUANDA ALDAIR CAPITAL LLC represented by Mr. AHMAD BIN H A RAHMAN, holder of Passport Number: A40086064 (country?), issued date XXX with expiry date XXX, with Mailing Address at XXX, Tel: XXX – Email: , hereinafter referred to as “INVESTOR”.
AND
The GOLDEN GROUP TRUST & INVESTMENT S.A. represented by Mrs. CLAUDIA JEANET DORADO ORTIZ, Passport Nº PE116743 COLOMBIA, Reg. Corporate No Fiche 632419 Document 1423366 Panamá City, Republic of Panamá, with Legal Address at Bella Vista Street 50, Building Global Plaza Floor 15, Suite 15A Panamá City, Republic of Panamá, Tel: [571] 811 3557, Mobile: [57] 317 431 7942, Email: - hereinafter referred to as the “PARTNER”
DEFINITIONS
PROFITS FROM PRIVATE CREDIT LINE: A secured investment, that invests instrument such as BCV SOVEREIGN BOND exclusively and restrictively in fixed income instruments, undertaken with Major banks Traded Syndicate and/or United States Federal Reserve, exempt from United States Securities Exchange Commission, intended to provide funding for humanitarian ecological and economic development projects, not generally available to the public, to purchase or to otherwise acquire and to sell, exchange, lease, dispose of, and/or deal with chattels and real and/or personal property and rights of all kind on behalf of LUANDA ALDAIR CAPITAL LLC and GOLDEN GROUP TRUST & INVESTMENT S.A.
RECITALS
WHEREAS “INVESTOR” wishes to invest a BCV SOVEREIGN BOND beneficiary the company named LUANDA ALDAIR CAPITAL LLC for the amount of THREE BILLION DOLLARS ($3,000.000.000,00 USD) that is irrevocable, unconditional, assignable, divisible transferable and without protest or notification, Euroclear Reference: 92146, ISIN N°: USP17625AC16, CUSIP BB N°: P17625AC1, COMMON CODE: 053359132; DELIVERY CODE: 0661054, SETTLEMENT CODE: 805838, REFERENCE N°: BCV/USP17625AC16/92146, FILE RECORD SECURITY CODE: 145XZCHZRDU, Confirmed by Euroclear Bank, Free Delivery Swift MT542; bank officer reception into a monetization banking coordinates issued through Private Credit Line, by LUANDA ALDAIR CAPITAL LLC as “INVESTOR”.
WHEREAS, PARTNER is internationally connected at the BCV and has the necessary contacts to negotiate FREE DELIVERY SWIFT MT542 for a PRIVATE CREDIT LINE and has therefore the capability to deliver non-repayable grants for humanitarian, ecological and economic development projects according to the terms and conditions of this agreement.
WHEREAS, PARTIES have decided to enter into this agreement to define and establish their relationship under which INVESTOR and PARTNER will jointly consummate the benefits of this PRIVATE CREDIT LINE by the terms and conditions of this agreement.
WHEREAS, PARTIES acknowledge the initial term of the agreement shall commence on (12 hours after the “LINK a/c is established”) the Juliy 28th, 2017
WHEREAS, PARTIES acknowledge and understand the Platform procedures like:
•The PARTNER was confirmed APPROVED THE CREDIT LINE against FREE DELIVERY SWIFT MT542 BCV paperwork’s financial instruments, to use the bank´s credit line in favour of BCV Global Bond.
•BCV needs to verify the instrument exist already.
•We will then need copies of each (high definition first generation colour copies).
•Euroclear updated 22 pages paperworks
•BCV´s Invoice USD 18,640.00 relative issue´s costs Free Delivery Swift MT542
•Free Delivery Swift MT 542 to block at bank of credit line
•Both Parties must be capable and make a commitment JVA.
•The LTV minimum probably 35% total face value
•Credit Line Bank have to get through commitment effectively maximum in 8 banking hours after the Euroclear Bank receive of Free Delivery Swift MT542.
THEREFORE, IT IS NOW AGREED by the undersigned INVESTOR and PARTNER with full responsibility, under penalty of perjury as follows to this agreement that the various promises, covenants, warrants, and undertaking set forth herein shall constitute good and valuable consideration the receipt and adequacy of which the Parties acknowledge by signing below. The Parties hereto agree to work together in good faith, using their best efforts and resources to complete the proposed transaction.
IT IS ALSO AGREED THAT
The INVESTOR will procedure the bank instruction before referenced; Euroclear starts the process with the credit line bank, verified BCV SOVEREIGN BOND beneficiary the company named LUANDA ALDAIR CAPITAL LLC for the amount of THREE BILLION DOLLARS ($3,000.000.000,00 USD) that is irrevocable, unconditional, assignable, divisible transferable and without protest or notification, Euroclear Reference: 92146, ISIN N°: USP17625AC16, CUSIP BB N°: P17625AC1, COMMON CODE: 053359132; DELIVERY CODE: 0661054, SETTLEMENT CODE: 805838, REFERENCE N°: BCV/USP17625AC16/92146, FILE RECORD SECURITY CODE: 145XZCHZRDU, Confirmed by Euroclear Bank; following on writing instructions of GOLDEN GROUP TRUST & INVESTMENT S.A the “PARTNER” to transfer weekly (10 months) the costs of the issue Free Delivery Swift MT542.
The PARTNER will endeavour to obtain the issue of BCV FREE DELIVERY SWIFT MT542 to Euroclear Bank for One (1) year and One (1) month period.
The INVESTOR and the PARTNER agree that all profits generated from this Private Credit Line will be credited weekly (10 months) to the bank accounts to be indicated by the parties. After payment of specified transaction fees to Banks, and other bank charges and/or transactional and servicing costs to third parties involved, profits will be immediately sent to specified accounts, an account in the name of the INVESTOR and two accounts in the name of the PARTNER, according to the split provided in point 8 below.
ASSET MANAGEMENT AGREEMENT
•INVESTOR warrants being the beneficiary of THREE BILLION DOLLARS ($3.000.000.000,00 USD) transaction confirmed the Euroclear of BCV SOVEREIGN BOND ISIN N°: USP17625AC16.
•INVESTOR warrants that these assets are good, clean and non-criminal origin, unencumbered, without liens and encumbrances.
•INVESTOR warrants that after signature of this Joint Venture Agreement and final agreement of the entire procedure that they are ready, willing and able to transferred directly BCV SOVEREIGN BOND beneficiary the company named LUANDA ALDAIR CAPITAL LLC for the amount of THREE BILLION DOLLARS ($3.000.000.000,00 USD), to assigned Euroclear bank account for One (1) year and One (1) month period.
•PARTNER warrants has the capability to issue a BCV SOVEREIGN BOND FREE DELIVERY SWIFT MT542 beneficiary the company named LUANDA ALDAIR CAPITAL LLC for the amount of THREE BILLION DOLLARS ($3.000.000.000,00 USD) transaction acceptable to the PARTNER and INVESTOR. The INVESTOR agrees and guarantees irrevocably to give to the PARTNER against the BCV SOVEREIGN BOND FREE DELIVERY SWIFT MT542 one credit line amounting to Total Face Value minimum of 35% at the signature of this JV Agreement and once the transaction confirmed Euroclear and transferred the referenced Swift to assigned Euroclear bank account, the BCV SOVEREIGN BOND. All the funds will be distributed to the PARTIES of the BCV SOVEREIGN BOND with the monthly net returns being split as per this Agreement.
•PARTNER warrants that the BCV SOVEREIGN BOND FREE DELIVERY SWIFT MT542 beneficiary the company named LUANDA ALDAIR CAPITAL LLC. for the amount of THREE BILLION DOLLARS ($3.000.000.000,00 USD), shall be guarantee One (1) year and One (1) month period in favour of the INVESTOR. If the INVESTOR does not comply with the aforementioned payment, the BCV bank is instructed Cease & Desist to withdraw the Swift guarantee sent for non-compliance by the JVA.
•INVESTOR shall incur all costs including Banking costs involving Taxes, Security and any all cost to the point of investment into the Private Credit Line.
•PARTNER and INVESTOR shall manage the cash funds as mentioned above on a best efforts basis but shall endeavour to achieve a net weekly return to be agreed at Transacting Bank of the cash funds invested from the credit line.
•INVESTOR and PARTNER (hereunder called PARTIES) hereby irrevocably agree that all the profits to be Agreed at Transacting Bank deriving from the Asset Management, shall be split for all profits received by LUANDA ALDAIR CAPITAL LLC., will be paid as follow:
•50% (FIFTY PERCENT) of the net profit are payable to the INVESTOR.
•50% (FIFTY PERCENT) of the net profit are payable to the PARTNER.
•INVESTOR and PARTNER (hereunder called PARTIES) hereby irrevocably agree that all the profits obtain by the Credit Line to be Agreed at Transacting Bank, all profits received by LUANDA ALDAIR CAPITAL LLC., shall be paid as the follow percentage:
•Credit Line 35% Face Value = USD 1,050,000,000.00:
•50% = USD 525,000,000.00 INVESTOR
•25% = USD 262,500,000.00 PARTNER
•25% = USD 262,500,000.00 GGTI ASSOCIATES monthly for 10 months =
USD 26,250,000.00
•Immediately Payment at released Credit Line:
•25% = USD 262,500,000.00 GOLDEN GROUP TRUST & INVESTMENT S.A.
•First Month Payment = USD 26,250,000.00 GGTI ASSOCIATES
•The PARTIES hereto accept personal and/or corporate liability for Taxes, Imposed, levies, duties, charges and any other institutional costs applicable to the execution of their part in this agreement.
•Profit payments shall take place on a weekly basis if possible, and/or as per schedule agreed between the INVESTOR and the PARTNER.
UTILIZATION OF FUNDS
•PARTIES agree that a certain percentage of the returns received will be utilized exclusively for development and execution of projects.
•PARTIES are entitled to utilize a percentage of the returns of the profits for “life-style maintenance” purposes, subject to explicit rules and regulations of the Regulatory bodies.
CUSTODIAL TRUSTEE
•INVESTOR agrees to receive the proposal of the FREE DELIVERY SWIFT MT542 FOR PRIVATE CREDIT LINE and the INVESTOR accepted to sign the JVA and as the INVESTOR has full Mandate Custodial Trustee, lawful to manage the funds at any designated legal entity.
•PARTNER hereby authorise with full authority the INVESTOR to organize all the Process and Contracts necessary for entering said asset into a PRIVATE CREDIT LINE, on behalf of the INVESTOR, to instruct, negotiate, arrange, monitor, execute, manage and sign any and all arrangements and/or necessary contracts with third parties pertinent to all financial transactions and to assume to have all authority, powers, duties, signatory rights and responsibilities are with the INVESTOR and with the PARTNER.
•INVESTOR agrees to take the TOTAL RESPONSIBILITY OF IMMEDIATELY PAYMENT in the name of the PARTNER after the Credit Line will released in favour of the INVESTOR:
BANK NAME
:
J.P. MORGAN CHASE BANK
BANK ADDRESS
:
270 PARK, AVENUE.NEW YORK. NY 10017
ACCOUNT NAME
:
TIO SAMS LLC
ACCOUNT N°
:
39 53 747 589
ROUTING N°
:
021000021
SWIFT / bic CODE
:
CHASUS33
BANK OFFICER
:
M. RAUL CAMARGO JR
TELEPHONE / FAX N°.
:
[1] 702 248 4280
E-MAIL BANK
:
BENEFICIARY 25%
:
USD 262,500,000.00
GOLDEN GROUP TRUST & INVESTMENT S.A.
Mrs. CLAUDIA JEANET DORADO ORTIZ
PASSPORT N°: PE116743 COLOMBIA
Phone: [57] 317 431 7942
CONFIDENTIALITY
•It is strictly understood and agreed by the PARTIES hereto, and any other Party that later executes or otherwise consents to this Agreement that the information regarding this Agreement and the transaction contemplated or executed through the efforts of the PARTIES, including but not limited to the nature of the activities undertaken, the identity of companies especially or other sources of critical information, supporting documentation, contracts and all commerce contemplated herein, and all other related information, oral or written, is of a confidential nature, and no Party may disclose or cause to be disclosed to any person or entity, said confidential information without the written consent of the other Party.
NON-SOLICITATION
•PARTIES hold confidential this Agreement, and the parties’ qualification, participation, privileges and benefits which have been accomplished by non-solicited arrangement. Admittance is conduct by strict adherence for the function of this Agreement exclusively for the purpose of proprietary funding, development and operation of Projects.
NON EXCLUSIVITY
•Each Party hereto acknowledges that each possesses other interests and businesses and that this association is a Non Exclusive Association, relating only to the commerce herein contemplated or otherwise agreed to by the Parties in writing.
NON CIRCUMVENTION/NON DISCLOSURE
•Each Party separately and individually agree (for itself, its employers, related or affiliated companies, corporations, entities, divisions, subsidiaries, associates, partners, employees, guarantors, counsels, agents, consultants, representative of any nature, members of family, friends) that it will not be involved in any way in any communication or transaction with any relationship who is introduced to this transaction by another Party unless said introducing Party provides prior written consent to such communication or transaction(s). The individual contacts of each Party shall be considered proprietary and each Party agrees to not circumvent the other Party in any manner in its communication or transaction and not to disclose any confidential or proprietary information. This Non-Circumvention / Non-disclosure Agreement shall be in effect for a five (5) year period following the effective date of this Agreement, whether or not the transaction contemplated between the PARTIES have been accomplished.
BINDING EFFECT & LEGALITY
•This Agreement is binding: full recourse and commercial Agreement and the PARTIES hereto agree that it shall be recognized and enforceable by any court of competent jurisdiction as binding upon the PARTIES hereto. Each section of the Agreement is intended to The International Chamber of Commerce (ICC) Rules and Regulations, Paris, France, latest edition and shall be construed accordingly.
•PARTIES confirm they are familiar with the procedural and transactional aspects involved with this Agreement.
•The PARTIES comprehend and concur that this is an Agreement between two qualified entities, whether governmental, corporate and/or personal and the business practice and principals utilized and stipulated in this Agreement are not generally available to the public.
•This Agreement shall be binding on and inure to the benefits of the PARTIES hereto, their respective heirs, administrators, companies, attorneys and assignees.
•The PARTIES agree that there is no other reliance, representation, stipulation, warranty and/or understanding of any kind, other than those stated herein.
•Each signatory to this Agreement confirms, declares and warrants that he/she is fully responsible, empowered, legally qualified and authorised by an appropriate Board of Directors Resolution to negotiate, accept, agree, execute and deliver this Agreement and the bounding by its terms and conditions.
•PARTIES have indicated and confirmed that this Agreement is in response to their inquiry, that they have read the Agreement in its entirety and have had adequate legal and financial counselling sufficient to fully understand its contents and especially the terms and conditions.
•PARTIES confirm their intended activities are legal, proper and in the support of credible commercial, economical, ecological and humanitarian Projects.
PARTIAL INVALIDITY
•In the event any portion of this Agreement, including amendments or addenda hereto is held by a court, tribunal or arbitrator of competent jurisdiction, to be invalid, void or unenforceable, the remaining provisions of this Agreement will nevertheless continue in full force and effect, without being impaired or invalidated in any way.
FORCE MAJEURE
•All rules of Force Majeure of International Chamber of Commerce (ICC Force Majeure Clause 2003 and ICC Hardship Clause 2003 by ICC, Paris, France – ICC Publication – 650 of 2003) are hereby incorporated in and make an integral part of this Contract. If any of the Parties fail to meet the terms of this Agreement in the event of a Force Majeure only then the other Party may terminate the Agreement by written notification. In that case, the Asset Manager Facility (Said Funds) will be immediately released, unencumbered and non-depleted, free, clean and clear of any liens within twenty working days.
ARBITRATION
•In the event of any disputes out of or in connection with any aspect of this Agreement, including claim of breach, remedy shall first be sought by communication between PARTIES. If such communication fails to resolve the dispute then the PARTIES agree in advance to have the dispute submitted to settlement proceedings under the ICC ADR Rules. If the dispute has not been settled pursuant to the said Rules within 45 days following the filing of a Request for ADR or within such other period as the PARTIES may agree in writing, such dispute shall be finally settled under the Rules of Arbitration of the International Chambers of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The PARTIES agree to have the dispute submitted to binding arbitration through the British Arbitration Association in London or through a British court in London. The prevailing Party shall be entitled to attorney’s fees and costs. The proper Law of this Agreement is exclusively English Law and English Law shall be used for interpreting the Agreement and for resolving all claims or disputes
INDEPENDENT REVIEW
•The Parties hereto acknowledge and agree that each has been given the opportunity to independently review this Agreement with legal counsel and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. In the event of an ambiguity in, or dispute regarding the interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the Party who caused the uncertainty to exist or against the draftsman.
INDEMNIFICATION
•Each party shall be liable for its own actions, debts, or liabilities in connection with this Agreement, except for such business expenses to be mutually shared pursuant to written Agreement of the Parties. Each Party agrees to indemnify and hold harmless other Parties from actions, debts or liabilities caused or taken by it.
Neither Party is liable for failing to fulfil its obligations due to acts of God, civil or military authority, war, riots, strikes, fire, interventions of the world financial authorities and regulations, or other causes beyond its reasonable control.