BUYERS LETTERHEAD
LETTER OF INTENT/ICPO-AGREEMENT
TRANSACTION CODE: OC.DK/DABABG/FC.58-15€/….
SELLER’S CODE:
BUYER’S CODE: OC.DK/DABABG/DD.58.56.1
SECURITY CODE: DD.OC/DABABG/58.1/…
This agreement made and entered on this Wednesday, 07 October 2009
TO: COLLATERAL PROVIDER
In regard to the above captioned transaction, we ______represented by______bearer of______Passport Number ______, a duly registered company in______, with office address at ______, confirm with full responsibility that we have immediate availability of good clean cleared funds of non-criminal origin in a sum up to ______Million (USD) for the purpose of purchasing bank instruments under the terms and conditions stated herein.
Bank Instruments Particulars:
Instruments : BANK GUARANTEES “cash-backed”
Format : UCP 458 of ICC
Type : OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
Issuing bank : DEUTSCHE BANK AG / or Top 25 Western European,
S&P AA rated or better
Term : One (1) year and One (1) day
Age : Fresh Cut (FC) /NEW ISSUE
Interest Rate : Zero Percent (0.0%) Coupon
Total Amount : USD 15 Billion (US $15,000,000,000.00) with Rolls and Extensions
Invoice Price : Fifty-Eight-Percent (58%) of Face Value
First Tranche : USD500 Million (US $500,000,000)
Sub Tranche : USD500 Million (US $500,000,000) each for the total of USD 15 billion
Denomination : USD 10, 25, 50 or 100, 500 Million
Payment : Unconditional SWIFT MT 103/FED Wire
Delivery : ELECTRONIC, Originals in 7 days per instructions
Closing Procedures:
1. Buyer submits this LOI, full Banking, Corporate Resolution, Client’s Information Sheet, Passport, Buyer’s capability (topical of Credit) (EXHIBIT A) shall be verified & confirmed via LoA- Funds on a Bank-to- Bank basis as an agreed window-time by the two bank officers of both sides confirming Buyer is RWA to fund the first tranche.
2. After completion of Seller’s “Due Diligence”, the Seller signs, and returns by fax/email the LOI, with full banking co-ordinates. Fax copies of this LOI will initiate the Transaction.
3. The Buyer will instruct his banker to send the swift MT-799 to Sellers bank confirming that they are ready to purchase the instruments by SWIFT MT-103.23 and request the Seller’s bank to confirm their readiness to supply the financial instruments and the availability of BG for this transaction.
4. SELLER’s bank will answer with MT-799 confirming that they are ready, willing and able to receive MT-103.23 and to release irrevocable delivery commitments in form of MT-760, electronical delivery, as per this Contract, within next 8 (eight) banking hours.
5. Within one (1) international banking day thereafter, Buyers bank will send SWIFT-MT-103.23 (conditional) payment After verification and authentication of the SWIFT-MT-103.23 , SELLER’s Bank will send Certified Corporate Invoice of BG’s to Buyer’s bank via bank-to-bank protocol, complete with information needed for authentication such as CUSIP/ISIN Numbers, Issuing Banks, Date of Issuance and Maturity, Denominations, Text of Instrument, Access Codes. BUYER’s Bank accepts the BANK GUARANTEE’ s and within eight (8) banking hours, SELLER’s Bank send MT-760 to Buyer’s bank and BUYER’s shall settle the payment via ICBPO SWIFT Wire MT-103 Unconditional to Seller’s Bank, including the FUNDS-RELEASE.
6. Hard copy originals will be delivered to Buyer’s Bank within Seven (7) banking days after receipt of payment by Seller’s Bank.
7. All subsequent tranches will be based on the same procedures until collateral or funds become exhausted.
BANKING COORDINATES:
A) Buyer’s Full Banking Coordinates
Bank Name :
Bank Address :
Telephone No. :
Fax No. :
SWIFT Code :
Account Name :
Account No. :
Account Officer :
B) Seller’s Full Banking Coordinates
Bank Name :
Bank Address :
Telephone No. :
Fax No. :
SWIFT Code :
Account Name :
Account No. :
Account Officer :
(Bank coordinates subject to change with (8) banking hour’s prior notice.)
Any unauthorized bank calls, communications and any improper solicitations or disclosure involving any bank concerned in this transaction will result in the immediate cancellation of this transaction and subject the violating party responsible for damages.
This MOU/LOI is a full recourse commercial commitment governed by laws of jurisdictions in which both parties reside and standards under ICC Regulations.
The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C. Publication #421) is hereby incorporated in and made an integral part of this document.
This transaction constitutes a private placement for the purchase and sale of 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 defined by U.S. Securities Act 1933/34 or as amended by law or any other nation.
The parties herein agree that the non-circumvention and non disclosure rules of all issues from ICC, the latest edition, shall apply to the transaction for a period of Five (5) years from the date of execution of this agreement by the undersigned, his/her assigns, agents and/or heirs.
Facsimile copies of this document when fully executed are to be considered original and becomes binding by the parties upon acceptance.
We hereby acknowledge and confirm that neither the Collateral Provider nor their associates, nor any person on their behalf solicited me in any way whatsoever that can be construed to be a solicitation herein.
Both 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 conditions.
We hereby confirm with full authority that the above terms are agreed and acceptable.
For and on behalf of BUYER:
INSERT COMPANY NAME
______
Name:
Title:
Passport Number & Issuing Country
Date: Wednesday, 07 October 2009
For and on behalf of SELLER:
______
Name:
Title: Managing Director
Passport Number & Issuing Country
Date: Wednesday, 07 October 2009
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:
TERMS AND CONDITIONS
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,
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,
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.
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
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 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.
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.
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.
This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Country’s, European Union Country’s, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the laws of the state of Utah will apply first with the Salt Lake County as the court of venue. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from last date of signing.
AGREEMENT TO TERMS
Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.
All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.
ACCEPTED AND AGREED WITHOUT CHANGE
# Electronic signature is valid and accepted as hand signature #
Accepted & Agreed by
A.) BG PROVIDER
Printed Name :
Company :
Designation :
Passport No :
Address :
E-mail :
Telephone :
Mobile :
Fax :
Date : Wednesday, 07 October 2009
SIGNATURE & SEAL
B.) CONSULTANTS
Printed Name :
Company :
Designation :
Passport No :
Address :
E-mail :
Telephone :
Mobile :
Fax :
Date : Wednesday, 07 October 2009
SIGNATURE & SEAL
C.) BG ‘S BUYER
Printed Name :
Company :
Designation :
Passport No :
Address :
E-mail :
Telephone :
Mobile :
Fax :
Date : Wednesday, 07 October 2009
______
SIGNATURE & SEAL
EDT ( Electronic document transmissions )EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-
1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3- EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.
NON-SOLICITATION STATEMENT
DATE: Wednesday, 07 October 2009
To: BG Seller / Provider
I, ______, AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF REGARDING CURRENTLY AVAILABLE FUNDS EXCHANGE AGAINST BANK GUARANTEE, TO SERVE ONLY MY INTEREST, EDUCATION AND NOT FOR FURTHER DISTRIBUTION.
I, AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN DIRECT RESPONSE TO MY REQUEST AND IS NOT IN ANY WAY CONSIDERED, OR INTENDED TO BE A SOLICITATION OF FUNDS OF ANY SORT OR TYPE OF OFFERING, AND FOR MY GENERAL KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS INFORMATION FROM YOU AND YOUR ORGANIZATION OF MY CHOICE ON MY FREE WILL AND FURTHER, THAT YOU HAVE NOT SOLICITED ME IN ANY WAY.
I HEREIN REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED WITH ANY GOVERNMENT AGENCY SUCH AS SECRET SERVICE, IRS, FBI, CIA, SEC, BANKING COMMISSION, OR ANY AGENCY WHOSE PURPOSE IS TO GATHER INFORMATION REGARDING SUCH OFFERING.
ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC ACCOUNTANT OR FINANCIAL PLANNER.
ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A TRANSACTION THAT IS EXEMPT FROM SECURITIES ACT AND NOT INTENDED FOR THE GENERAL PUBLIC, BUT “JUST FOR MY PRIVATE USE ONLY”
For and on behalf of
______
Authorized Signature,
Print Name:
Title:
Passport No./Country:
Expire date:
CORPORATE RESOLUTION
Re: Private Placement Transaction of BG.
THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF ______HAVING IT’S ADDRESS AT ______[HEREAFTER “COMPANY”] ATTENDED A BOARD OF DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON ______, AT THE COMPANY’S ABOVE REFERENCED ADDRESS AT WHICH THERE WAS PRESENT A QUORUM THEREOF, WHEREIN THE FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED, TO WIT:
RESOLVED:THAT ______, ______PASSPORT NUMBER ______SHALL BE AND HEREBY IS APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANY 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 a BG transaction, 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 INVESTMENT OR DEPOSIT CONTRACTS WITH HIS SELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.
FURTHER RESOLVED:THAT ______, CHAIRMAN AND CEO OF 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, BY LAWS 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.