BUYER/LESSEE LETTERHEAD
TRANSACTION CODE:
LESSOR’S CODE:
LESSEE’S CODE:
Date: 27 November 2018
LETTER OF INTENT/DEED OF AGREEMENT(DOA)
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 Standby Letter of Credit/Bank Guarantee(“SBLC/BG”) derived from legal sources through our banking resources under the terms and conditions stated herein of clean, clear, good and of non-criminal origin.
WHEREAS, the Lessee desires to receive a collateral facility from Lessor, in form of SBLC/BGfor the purpose ofcredit enhancement and to secure working capital from their bank to finance their projects , and further confirms with full corporate and legal responsibility that sufficient funds are available in their account to pay and cover the costs of the establishing and issuing the said SBLC/BG.
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 or assets in Euro 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 /ASSET BACKED INSTRUMENT
Term: One (1) year and one (1) daY
Age: Lease/ New Issue
Issuing Bank: BARCLAYS BANK, LONDON
Interest Rate: Zero percent (0%)
Price: 10%+3%OR 48% + 3%
Contract amount: (S …………………………………………….US$/ EURO)
( XX,XXX,XXX.00 US$/EURO)
First Tranche: AS AGREED
Denominations: EURO
Consultant Fees: 3%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 after all payment to Provider and Intermediaries is completed.
Payment:By unconditional SWIFT Wire Transfer – MT103.
Beneficiary:……………………………………………………………………………
TRANSACTION PROCEDURE:
1)Provider is an Asset Owner with Barclays Bank London based on Gold Certificate, SKR and Certificate of Ownership 2016 for a deposit of 4,500 kg of Gold (statement of account is provided by Barclays Bank on annual basis at the end of every year).
2) The current market value of assets is approximately Euro 2.8Billion and owner can arrange and issue the instrument from US$/Euro10Million to US$/Euro 1Billion
3) Asset owner only provide bank instruments BG/SBLC against his assets in Barclays Bank as a collateral but he is not selling or moving the assets from its current location.
4)The Purchase Price of the BG/SBLC is 48+3% and Lease Price is 10+3%
5)The Processing Fee and SWIFT Transmission Fee to issue the BG/SBLC is minimum US$/Euro50,000 for BG/SBLC of face value 10M to 250M or 0.125% of face value for amounts higher than 251M.
6)Processing time is approximately 14 working days from date of receipt of SWIFT Transmission Fee in Lessor’s account.
7)Initial documents required from the applicants :
i) Clear colour Passport Copy of the applicant
ii) Customer Information Sheet (CIS)/ Know Your Customer (KYC) Form
iii)Proof of Fund (POF)in case of BCL, and proof of capacity to pay SWIFT Transmission Fee in advance.
8)Upon receiving the Client's documents (Passport copy,CIS and LOI +BCL/POF) Provider will conduct basic due diligence on the client.
9)After satisfactory Due Diligence exercise the Provider will sign LOI, which will become a Deed of Agreement for client's review and approval.
10)Upon signing the DOA Client shall transfer 0.125% SWIFT Transmission Fees or Euro 50,000 whichever is applicable to Provider’s account or his designated account (Provider's Lawyer account in Jakarta). Provider will issue a Notarized Refund letter in case of his failure to send MT799 Pre-Advice from any Top 25 Banks.
11)Upon receiving the SWIFT Transmission Fee,Provider will instruct Barclays Bank London to issue SWIFT 799 Pre-Advice to the client's bank for verification.
12)Client's bank issue Bank Payment Undertaking (BPU) to pay the Lease or Purchase fee to Provider's designated bank account.
13)Provider will instruct Barclays Bank London to swift the MT760 to client's bank for verification.
14)Upon verification of MT 760,Client's bank transfer Lease Fee/Purchase Fee to Provider's bank and pay Commissions to all Intermediaries as stipulated in the signed DOA and IMFPA.
15)Provider will claim back BG/SBLC, if the required payment is not made within 7 to 10 days.
16) Hard copy of the BG/SBLC would be sent to Client's bank by bonded courier service.
17)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 pay damages to the suffering party.
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:BARCLAY BANK PLC, LONDON
BANK ADDRESS:
SWIFT:
ACCOUNT NO:
ACCOUNT NAME:
BANK OFFICER:
TELEPHONE:
FAX:
LESSEE’S BANKING COORDINATE TO ISSUE PAYMENT MT103 AND TRANSMISSION FEES 50 THOUSANDS EURO:
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:
SWIFT:
ACCOUNT NO:
ACCOUNT NAME:
BANK OFFICER:
TELEPHONE:
FAX:
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 ……………..27 November 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 DAY27 November 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 OR US DOLLARS
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 this27 November 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 ON27 November 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 27 November 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……….27 November 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 27 November 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/ASSET BACKED- ICC Format
Term: One (1) year and one (1) day (Renewable)
Age: Lease/ New Issue
Issuing Bank: BARCKLAYS BANK, LONDON
Interest Rate: Zero percent (0%)
Price: 10%+3%or 48% + 3%
Contract amount: (……………………………………………….. EURO)
( XX,XXX,XXX.00 EURO)
First Tranche: (…………………….. EURO) (xx,xxx,xxx Euro)
Denominations: Euro.
Consultant Fees: 3% as per settlement among Intermediaries.
Transaction Model:Direct Pre-Advice first via MT799, then MT760 after receiving Lessee Bank Acceptance.
Delivery: MT-760 from Issuing bank withHard Copy to follow in seven (7) banking days by bank bonded courier after receiving BG cost 13%.
Payment:By unconditional SWIFT Wire Transfer – MT103.
Beneficiary: …………………………………………………………………..
Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee to pay consultancy fees ofTHREEPercent (3%) 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.