EURO PROVIDER CODE
USD PROVIDER CODE
THIS PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT (PFCEA) BOTH EURO PROVIDER AND USD PROVIDER DO NOT SHOW PROOF OF FUNDS. THIS TRASACTION IS SWIFT VIA MT 103/23 BANK TO BANK. REFER TO PROCEDURE NO. 8 ON PAGE 3 OF 19.
Verifier ID WEB2
This private foreign exchange and roll transaction agreement and the four (4) attached Addendums is entered on this day of , 2008 by and between:
USD PROVIDER:
Address :
Telephone :
Fax::
Call/Mobile :
E-mail :
Represented by :
Passport No. :
(Hereinafter referred to as USDProvider)
AND
EURO PROVIDER:
Address :
Telephone :
Facsimile :
Email:
Represented by:
USA Passport No. :
(Hereinafter referred to as EUROProvider)
WHEREAS, the USD Provider presents the legal tender UNITED STATES DOLLARS (USD) available and warrants that they are good, clean, clear, of non-criminal origin, free from any liens and taxes, freely transferable to be exchanged for EURO (EUR).
WHEREAS, the EURO Provider presents the legal tender EURO (EUR) available and warrants that they are good, clean, clear, of non-criminal origin, free from any liens and taxes, freely transferable to be exchanged for UNITED STATES DOLLARS (USD)
WHEREAS, the Parties wish to enter into this agreement for the exchange of UNITED STATES DOLLARS (USD) for EURO (EUR) under the following terms and conditions:
A. STATEMENT: Both undersigned Parties with full personal and corporate responsibility, under penalty of perjury, do hereby confirm that they are ready, willing and able to exchange good, clean, clear, legally owned and of non criminal origin USD , against good, clean, clear, legally owned and of non criminal origin EURO. This currency exchange transaction is a SWIFT to SWIFT process, according to an agreed Bank to Bank procedure, at the USD/EURO exchange rate on the day of the exchange, as per the following conditions and procedures.
1. VOLUME OF TRANSACTION.
1.1 USD in the amount of FIVE HUNDRED billion(USD 500,000,000,000.00), with a possibility of extensions and rollovers by mutual consent of the parties up to USD Twenty Trillion.
1.2.-Extensions to be agreed upon in writing at least five banking days prior to the supposed exchange.
2. EXCHANGE RATE.
2.1 Exchange rate is agreed as the official interbank exchange rate as of the date of exchange. The day when the USD funds are deposited for the transaction is considered as Exchange date. The BONUS from USD Provider shall be Gross 15%, Net 10% for the EURO Provider. We can exchange only the received currency.
Per each 100.00 USD wired by the USD Exchanger, the EURO Provider will return in EURO equivalent to 85.00 USD on the day of each tranche. The Five (5%) percent consultancy fees of the intermediaries to be executed by EURO Provider with Irrevocable Fee Protection Agreement to beneficiaries can be transferred to invoices given by you. The determined percentage can be transferred.
3. CONSULTANCY FEE: 2.5% to USD Side
2.5% to EURO Side
4. TIME OF DELIVERY
Tranches are to be made according to the Procedure as prescribed in Art. 9 of the Agreement and Addendum 3. First tranche must beUSD49,500,000.00(FORTY NINE MILLION AND FIVE HUNDRED THOUSAND USD) and subsequent tranches will be mutual agreed by the Parties.
5. CODES OF IDENTIFICATION
Both Parties agree that all documents related to this transaction bear the codes listed on page 01 of this Agreement and that the said codes remain unchange within this Agreement duration, including all rollovers, extensions and additions.
6. COSTS
6.1. Each Party, individually and separately, accepts liabilities on taxes, impost, levies, duties or charges that may be applicable while the execution of their institutional role.
6.2. Each Party individually and separately liable for their institutional costs, fees etc.
7. BANKING
7.1. The USD Provider’s bank coordinates are shown in Addendum 1.
7.2. The EURO Provider’s coordinates are shown in Addendum 2.
7.3. Both Parties confirm that their respective bank officers are fully aware of the referenced transaction, and are ready to adhere to and proceed within terms and conditions of this Agreement.
8. PROCEDURES
8.1. The EURO Provider completes his part of this contract, including banking details, signs this contract and signs the FPA portion which is an integral part of this contract and sends to the USD Provider to complete his part of this contract, including banking details together with a signed Fee Protection Agreement (FPA) signs it and sends it back to the EURO Provider.
8.2. Both parties instruct their respective banks accordingly.
8.3. The USD Provider’s bank officer contacts the EURO Provider’s bank officer via SWIFT with the text as follows:
“We The USD Provider’s Bank Explicetly Confirms that these Funds are Clear, Clean, Legally Earned Funds, are ready to send the First Tranche of Forty Nine Million Five Hundred Thousand United State Dollars (49.5 Million USD) Via SWIFT MT 103/23, please confirm that your client is ready to receive the quantity of the First Tranche as agreed between the USD Provider and the EURO Provider, as stated in the PFCEA with the:
Transaction Code:
EUROProvider’s Code:
USDProvider’s Code :
The EURO Provider’s bank responds immediately with the text as follows:
“Our client is ready to receive the First Tranche of Forty Nine Million Five Hundred Thousand United States Dollars (49.5 Million USD) Via SWIFT MT 103/23 and prepared to sent Forty Two Million Seventy Five Thousand United States Dollars (42.075 USD) Via MT 103 Converted into EUROPEAN CURRENCY of the First Tranche as agreed between the EURO Provider and the USD Provider by SWIFT wire as stated in thePFCEA with the:
Transaction Code:
EUROProvider’s Code:
USDProvider’s Code:
8.4. At the agreed window time, the USD Provider’s bank shall issue the SWIFT MT103/23 transfer of USD funds to the EURO Provider’s bank. IN THE SWIFT THE USD PROVIDER’S BANK EXPLICETLY CONFIRMS THAT THESE FUNDS ARE CLEAN, CLEAR LEGALLY EARNED FUNDS.
8.5. The EURO Provider’s bank after verification and authentication of received SWIFT shall immediately perform SWIFT MT103 transfer of EURO funds to the account stipulated by the USD Provider.
8.6. The EURO Provider’s bank will automatically pay all commissions as per Fee Protection Agreement, immediately upon completion of each tranche. The transaction tranches are not considered to be completed unless all due commissions were transferred to relevant paymasters as to the IMFPA of the present contract. In case of non payment of relevant commissions transfer, of further tranches shall be terminated immediately.
8.7. Subsequent tranches follow as per Agreement until the contracted amount of funds are exhausted.
9. AMENDMENTS OR SUPPLEMENTS
Amendments or supplements to this Agreement are valid only when made in writing and duly signed by both Parties.
10. NON –CIRCUMVENTION AND NON –DISCLOSURE
The Parties are bound by the Non-Circumvention and Non-Disclosure provisions, as established by the last publication issued by the ICC, PARIS in question.
11. FORCE MAJEURE
The Parties hereto shall not be liable for any failure to perform under the “FORCE MAJEURE” Provisions of the ICC, Paris.
12. PENALTY AND NON-PERFORMANCE
12.1. USD Provider and EURO Provider have the right to claim from one another, in the form of liquidated damages, an agreed amount equivalent to Two percent (2%) of the initial tranche amount. This is payable by the defaulting party to the aggrieved party in the event of non-performance or commitment of a breach of the respective terms or conditions of this agreement.
12.2. Termination of this contract after execution by either party would make the terminating party liable to damages to the performing party.
13. CONFIDENTIAL INFORMATION SECURITY
In connection with the Private Foreign Currency Exchange Agreement hereunder, the Parties will provide the each other with the information concerning the designated fiduciary banks originating in writing by each Party, and is designated as confidential which the Parties hereby agree to treat as “Confidential Information”. The Parties fully understood and agreed that any Confidential Information disclosed pursuant to this Agreement is secret, proprietary and of great value to each Party which value may be impaired if the secrecy of such information is not maintained. The Parties further agree that they will take reasonable security measures to preserve and protect the secrecy of such “Confidential Information” and will hold such information in trust and not to disclose such information, either directly or indirectly to any person or entity during the term of this Agreement or any time following the expiration or termination hereof; provided, however, that the Parties may disclose the Confidential Information to an assistant, agent or employee who has agreed in writing to keep such Information confidential and to whom disclosure is necessary for the providing of services under this Agreement.
14. COMMUNICATION
14.1. Communication with banks will be limited to those between the USD Provider’s bank and the EURO Provider’s bank and only by SWFT between authorized bank officers in the course of completion of this transaction. No communication by any other Party is permitted without prior written consent of the named account holders. All other communication by telephone, fax, or telex to the Exchanger’s banks is unauthorized and will lead to cancellation of this transaction immediately making this Agreement null and void.
14.2. Any notice to be given hereunder from either Party to the other shall be in writing and shall be delivered by registered mail to the mail address or by fax to the telefax number or by e-mail to e-mail address of the respective Party as provided herein. The Parties agree that acknowledged E-mail or telefax copies are treated as legally binding original documents.
15. JURISDICTIONS AND ARBITRATION
This document is a full recourse commercial contract concluded under the Swiss or any European Union Country Laws, which jurisdiction shall govern the construction, interpretation, execution, validity, enforceability, performance and any other matters of this Agreement, including breach or claim of breach thereof.
16. FULL UNDERSTANDING
16.1. The latest edition/signature of this Agreement, executed by both Parties in originals, represents the full understanding between the Parties and supersedes all other undertakings, whether verbal or written. All statements and representations are made without any omission of material fact and with full corporate and legal responsibility under penalty of perjury.
16.2. The Parties hereto accept that should the present Agreement partially or in full be found invalid or unenforceable pursuant to judicial decree or by virtue of any international regulations related to bank confirmation of USD/EURO validity, this Agreement shall be reconstructed upon mutual consent and agreement of both Parties to this commercial Agreement.
16.3. Until the physical exchange of original hard copies, the acknowledged fax copies of this Agreement shall be deemed original (Article 13).
16.4. The commission payable under this Contract is to be distributed in accordance with the Irrevocable Master Fee Protection Agreement and respective Pay Orders.
17. LEGAL AUTHORIZATION
Both Parties confirm that each of them is fully empowered, legally qualified and duly authorized by resolution of their respective managerial bodies to instruct their respective banks and to execute and deliver this Agreement, as well as to be bound by its terms and conditions.
18. LEGAL EXECUTORS OF THE PARTY
FOR THE USD PROVIDER:
Passport No.:
Nationality:
FOR THE EURO PROVIDER:
Authorized Mandate Signatory
Nationality: USA
IN WITNESS WHEREOF, the Parties hereto have agreed to all the terms and conditions contained herein, including the three (3) Addendums that follow this signature page, as evidenced by their authorized signatures below.
For the EURO Provider: / For the USD Provider:______/ ______
Name: / Name:
Title: EURO PROVIDER / Title:
USA Passport / Passport:
Date: / Date:
annex “A”
EURO PROVIDER’S Banking COORDINATES:
BANK NAME / :BANK ADDRESS / :
ACCOUNT NAME / : / .
ACCOUNT N°.usd / :
acCOUNT NO. EURO / :
SWIFT / bic CODE / :
BANK OFFICER / :
TELEPHONE N°. / :
FACSIMILE N° / :
E-MAIL BANK / :
USD PROVIDER’S BANKING COORDINATES:
BANK NAME / :BANK ADDRESS / :
ACCOUNT NAME / :
ACCOUNT N° / :
BANK NUMBER / :
SWIFT/bic CODE / :
BANK OFFICER / :
TELEPHONE N°. / :
FACSIMILE N° / :
E-MAIL BANK / :
Annex “B”
TRANCHE SCHEDULE (ALL amounts BELOW ARE IN USD) to be agreed between usd-provider and euro-provider following signature of this contract.
FIRST TRANCHE 49.5 m USD
Following tranches to be agreed upon by bank officers
annex “C”
IRREVOCABLE FEE AGREEMENT / pay ORDER TO facilitators
for the transaction of the
PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT
TO BE SIGNED BY EURO PROVIDER, to the beneficiaries of this fee agreement:
usd provider side: 2 ½ % (PAID BY THE EURO PROVIDER)
eur provider side: 2 ½ % (PAID BY THE EURO Provider)
ON THE MATTERS OF THE TRANSACTION CODE INDICATED HEREIN FOR THE EXCHANGE OF US DOLLARS AGAINST EUROS IN THE TOTAL CONTRACT AMOUNT OF 500B USD WITH ROLLS AND EXTENSIONS, AND A TOTAL BONUS OF 5% TO BE PAID IN FEES,
We, , AS THE EURO PROVIDER PAYING FEES, irrevocably and with full legal Authority, and corporate responsibility, hereby agree and guarantee to protect, and immediately cause to pay, through THE paymaster to the banking coordinates provided by the beneficiaries, THE FEE AMOUNT OF 5.0% (FIVE PERCENT) in US DollarsOR EUROS PER each tranche delivered of the total contract amount to be paid and divided as agreed herein and, to be paid to each of the facilitators/ mediators/ intermediaries and agents OF THE euro pROVIDER’S SIDE involved in this transaction and, the disbursement of consulting fees and commissions are to be made immediately upon closing of each and every transaction tranche delivered, without restrictions, imposts, IMPEDIMENTS, EXCEPT Bank charges to transfer the fees to each beneficiary, and government taxes wherever applicable and required by law, delays of any kind or nature whatsoever of All quantities / tranches scheduled to be delivered and paid by the payer/Guarantor of the consulting fees/commissions to the designated Paymasters. Furthermore, the delivery of these funds is guaranteed with full Corporate Authority and responsibility as good, clean, clear funds of non-criminal origin.
WE, the undersigned, agree that this payment is irrevocable, and unconditional, and shall be made immediately by a freely negotiable bank draft, or cash swift wire transfer in United States Dollars OR EUROS per tranche transacted of principal sums, These consulting fees and or commissions will be paid regardless whether the banks or transactions codes are changed. The same property rights of introduction of sources and of business connection will be upheld and honored as per contract.
fees paid BY THE EURO PROVIDER to the us dollar side beneficiaries paymaster:
A)USD SIDE
paymaster RECEIVING 100% of 2.5%
fees paid BY THE EURO PROVIDER to the euro side beneficiaries paymasters:
B)euro SIDE
paymaster 1: EURO MANDATE RECEIVING: 1.25% (50% OF 2.5%)
INCLUDING EURO MAnDATE/INTERMEDIARY GROUPS AS FOLLOWS:
GROUP 1: EURO MANDATE RECEIVING: .825% (33% of 2.5%)
GROUP 3: Euro INTERMEDIARIES RECEIVING: .425% (17% of 2.5%)
paymaster 2: USD Mandate RECEIVING: .825% (33% OF 2.5%)
GROUP 4: USD INTERMEDIARiES rECEIVING: .425% (17% OF 2.5%)
sIGNED by THE GUARANTOR – payer [EURO provider] OF consulting fees and commissions:
for and on behalf of
Signature:
Date:
USA passport no:
authorized mandate signatory
ANNEX D
INTERNATIONAL CHAMBER OF COMMERCE ( I.C.C 400 / 500 / 600 )
NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT
WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce.
WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).
NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:
1.TERMS AND CONDITIONS
A.The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,
B.The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source, and,
C.That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.
D.That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and
E.That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the
F.Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. For the sale of this agreement, it does not matter whether information obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this clause.
G.That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
H.All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.