This private foreign currency exchange transaction agreement and the four (4) attached Annexes are entered on this ….th day of April, 2014 by and between:
USD PROVIDER:
Company :
Address :
Telephone No. :
Facsimile No. :
E-Mail Address :
Principal :
Title :
PASSPORT NO :
(Hereinafter referred to as USD Principal or USD-P)
AND
EURO PROVIDER:
Company :
Address :
Telephone No. :
Facsimile No. :
E-Mail Address :
Principal :
Title :
PASSPORT NO :
(Hereinafter referred to as EURO Principal or EUR-P)
WHEREAS, in consideration of the promises and the mutual covenants, warranties, terms and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties agree and state that they wish to enter into this agreement for the exchange of United States Dollars (USD) for Euros (EUR) under the following terms and conditions:
This currency exchange transaction is a bank to bank transaction, to be executed via SWIFT transmittal transfer upon banks agreement, according to the following terms, conditions and agreed Bank to Bank procedure.
EURO PROVIDER’S CURRENCY: EURO
USD PROVIDER’S CURRENCY: US DOLLAR
1.1 DESCRIPTION OF THE UNITED STATES DOLLARS (USD) CURRENCY:
CURRENCY: UNITED STATES DOLLARS; LEGAL TENDER OF USA.
ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN.
YEAR OF CURRENCY ISSUE: CURRENT VALID CURRENCY; IN CIRCULATION, FREE FROM
ANY LIENS OR ENCUMBRANCES, FREELY TRADABLE IN ANY COUNTRY
CONTRACT QUANTITY: 50 BILLION USD WITH R & E
FIRST TRANCHE: .5 MILLION USD
SUBSEQUENT TRANCHES: PER TRANCHE AS AGREED
1.2 DESCRIPTION OF THE EURO (EUR) CURRENCY:
CURRENCY: EUROS, LEGAL TENDER OF E. U.
ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN.
YEAR OF CURRENCY ISSUE: CURRENT VALID CURRENCY; IN CIRCULATION, FREE FROM ANY LIENS OR ENCUMBRANCES, FREELY TRADABLE IN ANY COUNTRY
CONTRACT QUANTITY: EQUIVALENT AMOUNT OF 1 BILLION USD WITH R & E
FIRST TRANCHE: EQUIVALENT AMOUNT OF USD 49,5 MILLION USD
SUBSEQUENT TRANCHES: PER TRANCHE AS AGREED
2. TRANSACTION CONDITIONS:
TRANSACTION MODE: BANK-TO-BANK (SWIFT MT103 OR AS AGREED)
RATE OF EXCHANGE: LONDON MORNING FIXING INTER-BANK EXCHANGE RATE.
BONUS: GROSS 15% USD; NET 10% TO THE EURO PRINCIPAL
CONSULTANCY FEES: TOTAL OF 5%
USD PROVIDER SIDE: 3.75% TO USD-P’S SIDE, TO BE PAID BY EURO PRINCIPAL
EURO PROVIDER SIDE: 1.25% TO EURO-P’S SIDE, TO BE PAID BY EURO PRINCIPAL
FEE TRANSACTION MODE: FROM EURO-P’S BANK UNCONDITIONALLY TO PAYMASTERS.
USD MOVES FIRST WITH SWIFT MT103
Per each 0 USD the Euro Principal shall pay the equivalent value in EUROS of USD on the day of each tranche..
3. TRANSACTION PROCEDURES:
1) PARTIES, DIRECTLY OR THROUGH THEIR AUTHORISED MANDATED REPRESENTATIVE WOULD ACCEPT, SIGN, SEAL AND RETURN THIS CURRENCY EXCHANGE AGREEMENT ALONG WTH THE FPA BY FAX OR EMAIL IN PDF-FORMAT (HARD COPIES TO BE SENT BY COURIER SERVICE IF REQUIRED).
2) THIS AGREEMENT ALONG WITH THE FPA IS TO BE LODGED WITH EACH PARTY’S BANK.
3) THE USD PRINCIPAL’S BANK TRANSFERS USD VIA MT103 CONDITIONAL SWIFT TO THE EURO PRINCIPAL’S CLOSING BANK COORDINATES IN ACCORDANCE WITH THE BANKING INSTRUCTIONS WITHIN THIS AGREEMENT, WITH INSTRUCTIONS TO RELEASE THE USD OF CONDITIONAL SWIFT UPON ISSUANCE OF UNCONDITIONAL SWIFT MT103 OF EURO TO THE USD PRINCIPAL’S BANK.
4) UPON VERIFICATION, THE EURO PRINCIPAL’S CLOSING BANK SHALL THEN SEND, ON THE SAME BANKING DAY AS ABOVE, VIA SWIFT MT103 UNCONDITIONALLY THE EURO TO THE USD PRINCIPAL’S BANK ACCOUNT IN ACCORDANCE WITH THE BANKING INSTRUCTIONS WITHIN THIS AGREEMENT.
5) FURTHER TRANCHES ARE TO BE CONTINUED AS PER THE ABOVE PROCEDURE UNTIL THE USD IS EXHAUSTED OR THE AMOUNT OF AGREEMENT IS COMPLETED.
BANKING COORDINATES OF EURO PRINCIPAL AND USD PRINCIPAL AS PER ANNEX “A”
The Parties must follow the guidelines provided by the rules of the banks on the Anti-Terrorism Act and the Patriot Act I and II. The Buyer will not be held responsible for any harmful money laundering.
4. BANKING COORDINATES AND INSTRUCTIONS FOR USD-P AND EUR-P:
The respective bank account details are listed in ANNEX “A” attached and cannot be changed for the life of this agreement without written notice given to all beneficiaries of consulting fees and commissions five days prior to any change.
5. CONSULTANCY FEES:
The PAYOR OF THE CONSULTING FEES AND COMMISSIONS AS WELL AS THE EURO PRINCIPAL AND USD PRINCIPAL AS PRINCIPALS, irrevocably commit themselves to transfer, upon settlement of each tranche exchanged, including all rolls and extensions, the consultancy fees as follows:
A. CONSULTANCY FEES TO EURO-PRINCIPAL’S SIDE:
To be paid by the EURO Principal to the bank accounts designated by the PAYMASTERS in ANNEX D” ATTACHED.
B. CONSULTANCY FEES TO USD-PRINCIPAL’S SIDE:
To be paid by the EURO Principal to the bank accounts designated by the PAYMASTER in ANNEX
“D” ATTACHED.
6. CONSULTANCY FEES BANKING INSTRUCTIONS AND INFORMATION:
THE EURO PRINCIPAL shall release and otherwise transfer funds in the form of USD for payment of The PAY ORDERS – Fee Agreement- attached herewith to the EUR and USD FACILITATORS & BENE-FICIARIES, to the nominated bank accounts indicated in the Pay Orders, by SWIFT WIRE TRANSFER. All payments to facilitators wire transfers shall state the FOLLOWING instruction:
“FOR IMMEDIATE CREDIT- instant cash payment — same day value”
7. OTHER TERMS AND CONDITIONS:
1. EXCHANGE RATE: The exchange rate is agreed as the official inter-bank exchange rate fixed in the morning as of the date of exchange. The day when the EUROS funds are deposited in the USD Account for the transaction is considered as Exchange date.
2. TERM OF AGREEMENT: This contractual Agreement is a full recourse commercial commitment en-forceable under the laws of the jurisdiction of USA, UK, Switzerland or any European Union country as it applies. And said law shall govern the interpretation, enforceability, performance, execution, validity and any other such matters regarding this Contract.
And, it is in full force and effect until completion of the transaction and it is legally binding upon the
Parties signatories, their heirs, successors and assigns, agents, principals, attorneys and all
associated Parties involved in this contract transaction.
3. CODES OF IDENTIFICATION: The Parties to this contract agree that all documents related to this transaction shall indicate the codes as indicated herein. And, the codes shall not be changed during the term of this transaction contract, including all rollovers, renewals, extensions and all additions.
4. 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.
5. TAXES, INSTITUTIONAL COSTS: Both Parties hereto individually and separately accept liability of taxes, imposts, levies, duties or charges that may be applicable in the execution of their
respective roles in this transaction.
6. PENALTY CLAUSE FOR NON-PERFORMANCE: Should any of the Parties herein fail to perform as required by this contract, once signed, and after the Term of Validity thereof had expired, then, the failing Party shall indemnify the other Party for an amount of the 2% of the total quantity of the transaction; and one percent of said two [2%] percent shall be paid and equally distributed, to each of the facilitators that made the introduction of the signatories possible, if the non-defaulting signatory to the contract files a default claim, if not, then, the two [2%] percent shall be paid to the facilitators only. The facilitators have the right to make a legal claim for such amount of two [2%] percent as it applies, of the total amount contracted, in any court of jurisdiction against the party failing to perform.
7. LAW AND ARBITRATION: This contract is a full recourse commercial commitment enforceable under the laws of jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for arbitration, unless the aggrieved party takes legal action in a court of jurisdiction. The Swiss, British or any European Union Country Law shall be the applicable law, as the aggrieved Party may choose, and shall govern the interpretation, construction, enforceability, performance, execution, validity and any other such matters regarding this contractual agreement. The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this Agreement will be solved amicably, but if this is not possible, the arbitration procedure is to be followed.
8. This contract is intended to be performed in accordance with, and only to the extent permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this contract be considered invalid or unenforceable, then, the reminder of this contract shall not be affected and shall be enforced to the greatest extend permitted by law.
9. NON-DISCLOSURE AND NON-CIRCUMVENTION: Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure rules of all issues by the ICC, PARIS / FRANCE, last edition of which shall apply to this transaction for a period of five (5) years, no matter whether direct or indirect.
10. EDT- ELECTRONIC DOCUMENT TRANSMITTAL & COUNTERPARTS: This contract may be ex-ecuted in multiple copies at different times and places, each being considered an original and binding. All facsimile / electronic transmittal/ communications relating to this transaction and which are mutually accepted by the Parties, shall be deemed legally binding and enforceable documents for the duration of the transaction.
11. FORCE MAJEURE: The “FORCE MAJEURE” exception clause of the International Chamber of Commerce (ICC Publication No. 421) is hereby incorporated and made an integral part of this agreement. A party cannot be held in default if the reason is caused by force Majeure. Case may be, when executed by both PARTIES.
IN WITNESS WHEREOF, The undersigned have read this document and had advise of its legality and after understanding the content of this contract written in the English language, by knowledge of the language or by professional translation to the party’s language and legal advise, and initialed all the pages of this contract and, fully understand and agree that its execution constitutes an acceptance of all of its mutually protective covenants, terms and conditions, and is lawfully binding upon the “Parties”, and their legal heirs, successors, representatives and assignees.
BY THE USD PRINCIPAL / AUTHORIZED SIGNATORY:
I HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THE FULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATED BELOW BY SIGNATURE:
Signature:
DATE: XXXXXXXth, 2014
NAME:
PASSPORT NO:
Country of ISSUE:
Issuance / Validity:
AGREED AND ACCEPTED THIS CONTRACT
BY THE EURO PRINCIPAL / AUTHORIZED SIGNATORY (MANDATE):
I HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THE FULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATED BELOW BY SIGNATURE:
Signature:
DATE: XXXXXXXth, 2014
NAME:
PASSPORT NO:
Country of ISSUE:
Issuance / Validity:
AGREED AND ACCEPTED THIS CONTRACT
ANNEX “A”
ADDENDUM 1
USD PROVIDER’S BANKING COORDINATES:
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT N° :
IBAN CODE :
SWIFT / BIC CODE :
BANK OFFICER :
TELEPHONE N°. :
FACSIMILE N° :
E-MAIL BANK :
ADDENDUM 2
EUR-PR’S BANK BANKING COORDINATES
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT N° :
IBAN CODE :
SWIFT / BIC CODE :
BANK OFFICER :
TELEPHONE N°. :
FACSIMILE N° :
E-MAIL BANK :
ANNEX “B”
THE SCHEDULE OF TRANCHES
The total amount of the Contract shall be equal to Fifty BILLION UNITED STATES DOLLARS (,000,000,000.00 USD) with extensions and rollovers as per mutual agreement. Any changes hereto must be agreed upon mutually in writing and lodged with the banks and the Intermediaries’ Paymasters at least five (5) banking days in advance of the proposed date of exchange.
The entire quantity will be exchanged as mutually agreed by the Parties. The First Tranche in the amount of ,500,000.00 should be completed by the USD-PR not later than fifteen Banking days from the date of execution of this Contract.
The First Tranche should be completed by the USD-PR on the XXxx day of September, 2012.
Tranche Schedule (all amounts in USD)
DAY AMOUNT TOTAL PER DAY AGGREGATE TOTAL
1ST 49.500,000 49,500,000 49,500,000K
2nd
3rd
4th
5th
TRANCHES to be agreed
SUBSEQUENT TRANCHES TO BE AGREED UPON BY THE BANKS
IF A TRANCHE DAY IS A NATIONAL HOLIDAY, THE EXCHANGE IS TO BE EXECUTED IN THE NEXT SUBSEQUENT OR IN THE PRIOR BANKING DAY. ALL OTHER TERMS AND CONDITIONS WILL BE IN ACCORDANCE WITH THIS CONTRACT.
ANNEX “C”
IRREVOCABLE FEE AGREEMENT / PAY ORDER TO FACILITATORS
FOR THE TRANSACTION OF THE
PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT
TO BE SIGNED BY EURO PRINCIPAL, TO THE BENEFICIARIES OF THIS FEE AGREEMENT:
USD PRINCIPAL SIDE: 3.75 %( PAID BY THE EURO PRINCIPAL)
EURO PRINCIPAL SIDE: 1.25 %( PAID BY THE EURO PRINCIPAL)
ON THE MATTERS OF THE TRANSACTION CODE INDICATED HEREIN FOR THE EXCHANGE OF US DOLLARS AGAINST EUROS IN THE TOTAL CONTRAT AMOUNT OF 1B USD WITH ROLLS AND EXTENSIONS AND A TO-TAL BONUS OF 5% TO BE PAID IN FEES.
I, …………………………………….., AS THE EURO PRINCIPAL PAYING FEES, IRREVOCABLY AND WITH FULL LEGAL AUTHORITY, AND CORPORATE RESPONSIBILITY, HEREBY AGREE AND GUARANTEE TO PRO-TECT, AND IMMEDIATELY CAUSE TO PAY, THROUGH THE PAYMASTER TO THE BANKING COORDINATES PRO-VIDED BY THE BENEFICIARIES, THE FEE AMOUNT OF 5.00% (FIVE PERCENT) IN US DOLLARS OR EU-ROS 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 PRINCIPAL’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 OR TAXES IMPOSED, OR IMPEDIMENT, DELAYS OF ANY KIND OR NATURE WHATSOEVER OF ALL QUANTITIES / TRANCHES SCHED-ULED TO BE DELIVERED AND PAID BY THE PAYOR/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 PRINCIPAL TO THE US DOLLAR SIDE AND EURO SIDE PAYMASTERS:
A) EURO SIDE: 1,25% BUYER SIDE COMMISSION OF THE CONTRACT TOTAL AMOUNT
B) USD SIDE: 3,75% SELLER SIDE COMMISSION OF THE CONTRACT TOTAL AMOUNT
A1) EURO SIDE
COMMISSIONS: 1,25%, (ONE POINT ZERO TWENTY FIVE PERCENT) OF THE TOTAL CONTRACT VALUE
A1-1
PAYMASTER:
PASSPORT-N°:
EURO MANDATE GROUP: 1.25% OF TOTAL CONTRACT VALUE(OPEN)
Paymaster:
Beneficiaries: As per SUB-FPA
Bank Name:
Bank Address:
Account Name:
Account Number:
IBAN Number:
SWIFT Code:
Bank Officer:
Bank Telephone:
Annotation: E-Mail a notification immediately upon each tranche /
Transfer payment together with transaction code(s) to
e-mail:
Requred Message: All TRANSFER INSTRUCTIONS shall state:
“Funds are clean and clear of non-criminal origin and
are payable in cash immediately by beneficiary’s bank”
B1) USD SIDE
COMMISSIONS: 3.75%, (THREE POINT SEVENTY FIVE PERCENT) OF THE TOTAL CONTRACT VALUE
B1-1
PAYMASTER: MR.
PASSPORT-N°:
USD SIDE: 3.75% OF TOTAL CONTRACT VALUE (CLOSED)
Paymaster:
Beneficiaries:
As per SUB-FPA
Bank Name:
Bank Address:
Account Name:
Account Number:
IBAN Number/Routing Number
SWIFT Code:
Bank Officer:
Bank Telephone:
Annotation: E-Mail a notification immediately upon each tranche /
Transfer payment together with transaction code(s) to
e-mail:
Requred Message: All TRANSFER INSTRUCTIONS shall state:
“Funds are clean and clear of non-criminal origin and
are payable in cash immediately by beneficiary’s bank”
BY THE EURO PRINCIPAL / AUTHORIZED SIGNATORY (MANDATE):
I HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THE FULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATED BELOW BY SIGNATURE:
Signature:
Signature:
DATE:
NAME:
PASSPORT NO:
Country of ISSUE:
Issuance / Validity:
AGREED AND ACCEPTED THIS CONTRACT
BY THE USD PRINCIPAL / AUTHORIZED SIGNATORY:
I HEREBY SWEAR UNDER THE INTERNATIONAL LAWS OF PERJURY AND FRAUD THAT THE INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE AND THAT I HAVE READ AND UNDERSTOOD THE FULL CONTRACT. SIGNED AND SEALED ON THE DATE INDICATED BELOW BY SIGNATURE:
Signature:
DATE:
NAME:
PASSPORT NO:
Country of ISSUE:
Issuance / Validity:
AGREED AND ACCEPTED THIS CONTRACT
EURO PROVIDER PASSPORT
US PROVIDER PASSPORT
ANNEX “D”
The USD Provider and the EURO P presents the legal tender United States Dollars (USD) and EUROS available in a bank and warrants under penalty of perjury laws of jurisdiction as it applies, that the US DOLLAR and EURO funds are totally derived from legal sources and not from any illegal drug traffic or money laundering activities, terrorist group or association and neither from any other criminal activity, and confirms that the funds are good, clean, clear, of non-criminal origin, free from any liens and taxes, freely transferable to be exchanged for Euros (EURO) and USD.
The parties must follow the guidelines provided by the rules of the banks on the Anti-Terrorism Act and the U.S.A. Patriot Act I and II. The USD-PR and EURO-PR wil not be held
responsible for any harmful money laundring.
Each Party, individually and separately, accepts liabilities on taxes, import, levies, duties or charges that may be applicable while in the execution of their institutional role.
BY THE EURO PRINCIPAL / FINAL APPROVAL:
Signature:
DATE:
NAME:
PASSPORT NO:
Country of ISSUE:
Issuance / Validity:
AGREED AND ACCEPTED THIS CONTRACT
BY THE USD PRINCIPAL / AUTHORIZED SIGNATORY:
Signature:
DATE:
NAME:
PASSPORT NO:
Country of ISSUE:
Issuance / Validity:
AGREED AND ACCEPTED THIS CONTRACT
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