LOI/DEED OF AGREEMENT
To: CONNECT UNIVERSAL LLC
Via: Saleem Ahmed
THIS LETTER OF INTENT/DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”) IS EXECUTED WITHOUT PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR OWN ACCORD ON MAY __, 2014, BY AND BETWEEN:
COMPANY NAME
ADDRESS
REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL
HEREIN NAMED FC BG SELLER AS THE «PARTY A», HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN;
AND
COMPANY NAME
REG. ADDRESS
REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL
HEREIN NAMED FC BG BUYER AS THE «PARTY B», HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO FUND AGAINST THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW WITH GOOD, CLEAN, CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.
BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”.
BANK INSTRUMENT DESCRIPTION
INSTRUMENT : BANK GUARANTEE, CASH BACKED, ICC 458 OR 758 FORMAT
TYPE : OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
TERM : ONE YEAR AND ONE DAY
ISSUING BANK : DEUTSCHE, BARCLAYS, HSBC, CREDIT SUISSE OR OTHER S&P RATED AAA WEB
CONTRACT AMOUNT : MINIMUM EUR 500M UP TO EURO 50B, WITH ROLLS AND EXTENSIONS
FIRST TRANCHE : EUR 500M
ADDITIONAL TRANCHES : AS AGREED BY BOTH PARTIES
CURRENCY : EUR/USD
FUNDING RATE : 40% + 2% COMMISSION
PAYMENT : CONDITIONAL MT103
DELIVERY MODE : SWIFT MT799 FOLLOWED BY SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER
TRANSACTION PROCEDURES:
1) PARTY B SUBMITS TO PARTY A THIS SIGNED AGREEMENT, TOGETHER WITH CLIENT INFORMATION SHEET, CORPORATE BOARD RESOLUTION, NON-SOLICITATION LETTER, SIGNATORY’S PASSPORT COPY, CORPORATE REGISTRATION AND THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND CURRENT BANK STATEMENT.
2) AFTER COMPLETED DUE DILIGENCE, PARTY A COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO PARTY B, ALONG WITH PARTY A’S FULL BANKING COORDINATES TO THE PARTY B TO SEND MT799 ICBPO OF 42% FACE VALUE, AND THE SIGNATORY’S PASSPORT COPY. BOTH PARTIES SHALL LODGE THIS AGREEMENT WITH THEIR RESPECTIVE BANKS. ALSO, PARTY A WILL ISSUE AN INDEMNITY REFUNDABLE & UNDERTAKING LETTER. TO THE PARTY B TO GUARANTEE THE DELIVERY OF FC BG OR RETUTN THE SWIFT FEE TO THE BUYER.
3) WITHIN TWO (2) BANKING DAYS UPON RECEIVED PARTY A’S INDEMNITY REFUNDABLE & UNDERTAKING LETTER AND BANKOING COORDINATES, PARTY B WILL REMIT SEND MT799 ICBPO 42% FACE VALUE TO PARTY A’S DESIGNATED RECEIVING ACCOUNT. (PARTY B SHALL PROVIDE A COPY OF REMITTED RECEIPT TO PARTY A FOR TRACING).
4) WITHIN THREE (3) BANKING DAYS AFTER POF VIA CONDITIONAL MTMT799 OF 42% FACE VALUE, PARTY A SHOULD INSTRUCT ITS ISSUING BANK TO SEND TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT WITH FULL BANK RESPONSIBILITY, A PRE-ADVICE VIA SWIFT MT799 {APPENDIX B} STATING CAPABILITY OF DELIVERY BG BY SWIFT MT-760 (PARTY A SHALL PROVIDE A COPY OF SAID MT799 PRE-ADVICE TO PARTY B FOR TRACING).
5) WITHIN THREE (3) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT799, PARTY B’S PAYING BANK SHALL RELEASE THE AGREED FUNDS TO PARTY A’S DESIGNATED BANK ACCOUNT FROM PREVIOUSLY SENT MT103, AND SIMULTANEOUSLY PARTY B PAYS THE CONSULTING FEES PER EACH TRANCHE TO THE CONSULTANTS AS PER THE RELEVANT IRREVOCABLE MASTER FEE PROTECTION AGREEMENT & IRREVOCABLE CORPORATE PAYMENT ORDER.
6) WITHIN THREE (3) BANKING DAYS OF RECEIPT OF CONFIRMED THE ABOVE MT103-23 PAYMENT, PARTY A’S ISSUING BANK THEN ISSUES AND SENDS THE FC BG VIA SWIFT MT760 {APPENDIX D} TO PARTY B‘S DESIGNATED BANK RECEIVING ACCOUNT. (PARTY A SHALL PROVIDE A COPY OF SAID MT-760 TO PARTY B FOR TRACING).
7) WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENTS, PARTY A’S BANK SHALL SEND THE BG HARD COPY ORIGINAL TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT BY BANK BONDED COURIER.
8) ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY BOTH PARTIES, UNTIL COLLATERAL OR FUNDS BECOME EXHAUSTED.
9) ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IMMEDIATE CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.
WARNING NOTICE:
PARTY WHO FAILED TO PERFORM THIS CONTRACT, AS WELL AS TO FOLLOW THE EXACT TIME-SCHEDULES AGREED HEREIN, SHALL BE LIABLE FOR PAYMENT OF 2% PENALTY FEE OF THE AMOUNT OF TRANCHE IN DEFAULT OR FACE VALUE OF UNPERFORMED CONTRACT (IN CASE THE CONTRACT IS CANCELLED COMPLETELY), AS IS THE CASE, AND THE NON-PERFORMING PARTY´S PERSONAL DETAILS (INCL. COPY OF THE PASSPORT AND OTHER CORPORATE INFORMATION) WILL BE SUBMITTED TO THE INTERPOL AND OTHER INTER-GOVERMENTAL ORGANIZATIONS FOR INVESTIGATION AND INTEROGATION.
NON-PERFORMANCE GUARANTEE:
Both Parties agree, with personal and corporate responsibility, that Two Percent (2%) damage fee will apply to a Party that fails to perform. The 2% shall apply in both cases, either when the Seller had sent a CORPORATE INVOICE with Pre-Advice and the Buyer’s Bank will not respond, and/or when the Buyer’s Bank had sent a Pre-Advice acceptance by SWIFT to the Seller’s Bank and no BG will follow from the Seller´s Bank by SWIFT MT-760 after getting the Pre-Advice acceptance from the Buyer´s Bank. Both Parties must first reconfirm with their respective Bank Officers that the present contractual terms and conditions are acceptable to banks compliance department prior to entering into and signing any final documents.
This representation is made with full corporate authority and responsibility of the above. We require your swift response to avoid disappointment.
Time wasters with the transaction and buyers with their own procedures are prohibited and not welcome in any manner to avoid delays with both respective parties precious time and finance as your maximum cooperation and understanding with the matter will be gladly appreciated as we are committed to help serve you better with a good trading relation in the near future with abundant success.
BENEFICIARY OF BANK INSTRUMENTS:
SPECIAL INSTRUCTIONS BENEFICIARY OF THE BANK GUARUANTEE WILL BE “_________________________”
BANKING INFORMATION:
PARTY A’S BANKING COORDINATES:
(1) PARTY A’S ISSUING BANK COORDINATES (TO SEND MT799 PRE-ADVICE, MT760 BG AND HARD COPY OF BG):
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
(2) PARTY A’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE 40% PAYMENT & SWIFT TRANSMISSION CHARGE):
BENEFICIARY
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
NOTE PARTY A RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS TO RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE).
PARTY B’S BANKING COORDINATES:
(1) PARTY B’S BANK COORDINATES (TO RECEIVE MT799 PRE-ADVICE & MT760 BG AND MAKES 40%+2% PAYMENTS):
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
BG BENEFICIARY WILL BE
(2) PARTY B’S BANK COORDINATES (TO PAY THE SWIFT TRANSMISSION CHARGES):
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN PRIOR AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL MAKE A DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT ALLOWED TO CONTACT THE OTHER PARTY’S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY PARTY ATTEMPTING TO DO SO WILL LEAD TO CANCELLATION OF THIS TRANSACTION/AGREEMENT.
SPECIAL CONDITIONS:
ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYERS TO PROBE OR COMMUNICATION IN AN IMPROPER WAY TO PARTY A OR PARTY B’S BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITTED AND CONTRACT TERMINATED.
MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY PARTY A AND PARTY B TO FACILITATE EXHAUSTION OF THE CONTRACT. PARTY A AND PARTY B MAY CHANGE OR ADD TRANSACTION BANKS BY PROVIDING WRITTEN NOTICE WITHIN TWENTY-FOUR (24) BANKING HOURS TO EACH OTHER.
BOTH PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS, AND ACCEPT LIABILITY FOR TAXES, IMPOSTS, LEVIES OR CHARGES THAT MAY BE APPLICABLE IN THE EXECUTION OF THE TRANSACTION.
GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES AND COMMISSIONS, AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF FIVE (5) YEARS, RENEWABLE FOR ANOTHER FIVE YEARS PERIOD OF TIME AT THE OPTION OF BOTH PARTIES.
THIS TRANSACTION CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1934 AS AMENDED OR BY THE LAWS OF ANY OTHER NATION.
FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.
UPON ACCEPTANCE, THIS LOI/DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY HOLDS ONE OF THE LOI/DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.
BOTH PARTY A AND PARTY B JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER THIS CONTRACT WILL SUBJECT TO THE PENALTY OF TWO PERCENT (2%) OF FACE VALUE OF THE BG TO THE INJURED PARTY WITHOUT RECOURSE.
ARBITRATION:
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, WHICH IS NOT SETTLED BY THE PARTIES, SHALL BE SUBJECT TO BINDING ARBITRATION. THE VERDICT RENDERED BY THE PANEL OF ARBITRATORS SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. IN THE EVENT OF A DISPUTE, THE FOLLOWING PROCEDURES SHALL APPLY:
(A) A WRITTEN NOTICE SHALL BE SENT (BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED) BY THE AGGRIEVED PARTY TO THE PARTY IN DEFAULT, WHICH SHALL INCLUDE AN EXPLICIT AND DETAILED STATEMENT OF THE DISPUTE. THE PARTY BEING SERVED THE NOTICE SHALL HAVE (15) BUSINESS DAYS TO RESPOND IN WRITING AND / OR TO CURE THE DEFAULT. IF THE PARTIES FAIL TO RESOLVE THE DISPUTE WITHIN THE FIFTEEN-BUSINESS DAY PERIOD, THE MATTER WILL BE SUBMITTED TO ARBITRATION AS FOLLOWS.
(B) THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS BY ARBITRATION IN ACCORDANCE WITH THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE, PHILADELPHIA PENNSYLVANIA PER ICC DOCUMENT Y432-A AND OTHER APPLICABLE ICC DOCUMENTS. ARBITRATION PROCEEDINGS SHALL BE DIRECTED BY THREE ARBITRATORS, ONE APPOINTED BY EACH PARTY AND THE THIRD SUBSEQUENTLY APPOINTED BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS FOR ANY ARBITRATION PROCEEDING REFERRED TO HEREIN SHALL BE CHOSEN AS FOLLOWS: ONE SHALL BE CHOSEN BY THE PARTY SEEKING ARBITRATION, (B) ONE SHALL BE CHOSEN BY THE OTHER PARTY HERETO AND (C) ONE SHALL BE CHOSEN BY THE TWO ARBITRATORS SELECTED HEREUNDER.
THE ARBITRATORS TO BE CHOSEN BY THE PARTIES SHALL BE CHOSEN WITHIN 30 DAYS OF THE SERVICE OF A DEMAND FOR ARBITRATION ON ANY OF THE PARTIES. IF THE TWO ARBITRATORS APPOINTED ABOVE SHALL NOT AGREE TO THE APPOINTMENT OF THE THIRD ARBITRATOR TO BE APPOINTED AS PROVIDED HEREIN, SUCH THIRD ARBITRATOR SHALL BE APPOINTED JOINTLY BY THE OTHER TWO APPOINTED ARBITRATORS, SUBJECT TO CHALLENGE BY ANY PARTY ONLY BY REASON OF A CONFLICT OF INTEREST. THE PARTIES AGREE TO HAVE THE DISPUTE ARBITRATED IN ACCORDANCE WITH SAID RULES OF ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE HELD IN HONG KONG, CHINA, ENGLANDOR OTHER LOCATION MUTUALLY AGREED IN WRITING BY THE PARTIES FAILURE TO APPEAR WITHOUT A SHOWING OF GOOD CAUSE, SHALL ENTITLE THE OTHER PARTY TO AN AWARD.
(C) THE DECISION AND AWARD MADE BY THE ARBITRATORS SHALL INCLUDE THE AWARD OF ALL COSTS AND EXPENSES INCLUDING ATTORNEY’S FEES AND EXPENSES, INCURRED BY THE AGGRIEVED PARTY AS A RESULT OF THE DISPUTE. ANY SUCH AWARD SHALL BE PAID TO THE PREVAILING PARTY BY THE UNSUCCESSFUL PARTY WITHIN THIRTY (30) DAYS AFTER THE AWARD. IN THE EVENT OF CIRCUMVENTION, EITHER DIRECTLY OR INDIRECTLY, OR ANY OTHER DISPUTE ARISING OUT OF, OR RELATING TO THIS CONTRACT, THE AGGRIEVED PARTY SHALL BE ENTITLED TO MONETARY COMPENSATION EQUAL TO THE MAXIMUM FEE, COMMISSION, REMUNERATION, CONSIDERATION, OR BENEFIT IT WOULD HAVE RECEIVED FROM SUCH TRANSACTION, AND SUCH OTHER DAMAGES AND RELIEF AS MAY BE DEEMED APPROPRIATE. THE SUM ALLOWED AND RELIEF GRANTED SHALL HE PAID AND BECOME DUE AND PAYABLE WITHIN THE THIRTY (30) DAY PERIOD REQUIRED FOR THE PAYMENT OF FEES AND EXPENSES, UNLESS OTHERWISE SPECIFIED IN THE ARBITRATION DECISION. SETTLEMENT UPON AN AWARD SHALL BE FINAL, AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
NON-CIRCUMVENTION & NON-DISCLOSURE:
THE PARTIES HEREIN AGREE THE NON-CIRCUMVENTION / NON-DISCLOSURE RULES OF ICC, LATEST EDITION, SHALL APPLY TO THE TRANSACTION FOR A PERIOD OF (5) FIVE YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT BY THE UNDERSIGNED, HIS/HER ASSIGNS, AGENTS, AND/OR HEIRS. THIS NC/ND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT. REGARDING THIS TRANSACTION AND ITS POSSIBLE ROLLOVERS AND EXTENSIONS, EACH PARTY AND THEIR RESPECTIVE INTERMEDIARIES WARRANT NOT REVEALING THE BANKING COORDINATES, PROVIDED HEREIN, TO ANY INDIVIDUAL OR INSTITUTION OTHER THAN THOSE BANKING OFFICERS NECESSARY FOR COMPLETION OF THIS TRANSACTION.
AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL AS AN AGREEMENT/ CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENT/CONTRACTS BY THEIR EXECUTION BELOW, THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND WARRANT ONTO THE OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.
IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.
SIGNED JULY__, 2014 FOR AND ON BEHALF OF PARTY A:
_____________________________________
NAME:
TITLE:
PASSPORT NO.:
NATIONALITY:
EXPIRY DATE:
SIGNED JULY__, 2014 FOR AND BEHALF OF PARTY B:
_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:
APPENDIX B
DRAFT SWIFT OF PRE-ADVICE VIA MT799
(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)
TO:
FROM:
ATTN:
PLEASE ADVISE YOUR CLIENT:
RE: TRANSACTION CODE:
WE, XXXXXXXXX BANK HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) BANK GUARANTEE OF OUR CLIENT, ____________________ IN THE FACE AMOUNT OF _____ HUNDRED MILLION EUROS ONLY (€__00,000,000.00) IN FAVOR OF ___________________, ACCOUNT NUMBER: __________________.
THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY.
THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT BANK GUARANTEE AS PER FOLLOWING TEXT BELOW INSTRUCTION.
BG NUMBER :
PLACE OF ISSUE :
DATE OF ISSUE :
MATURITY DATE :
CUSIP NO :
ISIN NO :
CURRENCY :
FACE AMOUNT :
BENEFICIARY NAME :
FOR VALUE RECEIVED, WE, —— {NAME OF ISSUING BANK} ——, AT ——— {FULL BANK ADDRESS}————, HEREBY ISSUE OUR IRREVOCABLE, UN-CONDITIONAL AND NEGOTIABLE BANK GUARANTEE NO : ——— IN FAVOUR OF ________________ (BENEFICIARY) FOR THE AMOUNT OF ____ HUNDRED MILLION EUROS (€__00,000,000.00), VALID FOR ONE (1) YEAR AND ONE (1) DAYS AND DUE FOR PAYMENT AT MATURITY ON __________ {1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE} _____________
WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BANK GUARANTEE AT MATURITY DATE, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF _____ HUNDRED MILLION EUROS (€__00,000,000.00) TO THE ORDER OF __________________ THE BENEFICIARY’S THE BEARER OR HOLDER THEREOF AT MATURITY. SUCH PAYMENT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM AND SURRENDER OF THIS BANK GUARANTEE NO: ————— AT THIS BANK AT MATURITY DATE.
THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BANK GUARANTEE , SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BANK GUARANTEE NO: ——— DATED, _________ {GUARANTY ISSUE DATE}
THIS BANK GUARANTEE IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE {ICC}, PARIS, FRANCE, PUBLICATION 458, LATEST REVISION.
THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.
FOR AND ON BEHALF: ______________ BANK
…..……………………………………..
AUTHORISED BANKER {1}
NAME, TITLE & PIN CODE …..……………………………………..
AUTHORISED BANKER {2}
NAME, TITLE & PIN CODE
APPENDIX C
DRAFT TEXT OF CONDITIONAL BANK PAYMENT GUARANTEE VIA MT103-23 (40% OF BG FACE VALUE)
(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)
TO:
FROM:
REF.: TRANSACTION CODE:
WE, ___________________, ON BEHALF OF OUR CLIENT __________________, HEREBY PRESENT OUR CONDITIONAL, IRREVOCABLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE CASH-BACKED SWIFT WIRE TRANSFER IN YOUR FAVOR FOR THE ACCOUNT OF YOUR CLIENT _________________________ HOLDING AN ACCOUNT NUMBER: ______________ FOR AN AMOUNT OF _______________ EUROS (€__00,000,000.00).
THIS CONDITIONAL IRREVOCABLE SWIFT IS A BINDING PAYMENT COMMITMENT BY US AND WE HEREBY UNDERTAKE TO WIRE TRANSFER THE SAID AMOUNT TO YOU IN FAVOR OF YOUR CLIENT, UPON COMPLETE EXECUTION OF EACH DELIVERY OF BG AS PER SIGNED CONTRACT WITH THE TRANSACTION CODE: _______________.
WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.
THIS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE CALLABLE CASH-BACKED SWIFT WIRE TRANSFER IS VALID FOR 15 BANKING DAYS FROM THE __ THE DAY OF _______, 2013 AND UNTIL THE __ THE DAY OF ________, 2013.
THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS.
(ELECTRONIC SIGNATURES OF TWO BANK OFFICERS WITH NAMES & TITLES)
…………………………… ……………………………..
NAME/TITLE/PIN NAME/TITLE/PIN
APPENDIX D
DRAFT TEXT OF BANK GUARANTEE VIA MT760
(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)
BANK GUARANTEE NO. :
ISIN :
CUSIP :
CURRENCY CODE :
DATE OF ISSUE :
DATE OF EXPIRY :
APPLICANT :
BENEFICIARY :
AMOUNT: EURO € 000,000, 000.00 (EURO ______ HUNDRED MILLION ONLY.)
WE HEREWITH OPEN OUR BANK GUARANTEE NO.__________ AS FOLLOWS:
FOR THE VALUE RECEIVED, WE, THE UNDERSIGNED, [ISSUING BANK], HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE, DIVISIBLE, AND WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF ___________________ THE BEARER OR HOLDER THEREOF, AT MATURITY, THE SUM OF € 000,000,000.00 (EURO XXX) IN THE LAWFUL CURRENCY OF EUROPEAN UNION, UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT ANY OF THE COUNTERS OF ………………….
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF [COUNTRY OF ISSUE] OR ANY POLITICAL SUBDIVISION OR AUTHORITY AND THEREIN AND THEREOF. THIS BANK GUARANTEE IS DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND NEGOTIABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGES.
THIS BANK GUARANTEE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF [COUNTRY OF ISSUE]. THIS BANK GUARANTEE IS AN OPERATIVE INSTRUMENT.
THIS BANK GUARANTEE IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE WITHOUT PRESENTATION TO US.
THIS BANK GUARANTEE IS GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICE FOR BANK GUARANTEE AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, UNIFORM RULES FOR DEMAND GUARANTEES, (ICC PUBLICATION NO. 458).
FOR AND ON BEHALF OF [ISSUING BANK] AND SIGNED BY TWO AUTHORISED OFFICERS WITH BANK SEAL
— UNQUOTE —
THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW.
YOURS FAITHFULLY,
(SIGNATURE OF TWO BANK OFFICERS) (BANK SEAL)
___________________________ _______________________
BANK OFFICER: BANK OFFICER:
PRINT NAME/TITLE/PIN PRINT NAME/TITLE/PIN
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
& IRREVOCABLE CORPORATE PAYMENT ORDER
DATE: JULY__, 2014
TO: BOTH PARTIES’ CONSULTANTS
DESCRIPTION OF THE BANK INSTRUMENT
INSTRUMENT : BANK GUARANTEE, CASH BACKED, ICC 458 OR 758 FORMAT
TYPE : OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
TERM : ONE YEAR AND ONE DAY
ISSUING BANK : DEUTSCHE, BARCLAYS, ROBA, RBS, CREDIT SUISSE OR OTHER S&P RATED AAA WEB
CONTRACT AMOUNT : MINIMUM EUR 500M UP TO EURO 50B, WITH ROLLS AND EXTENSIONS
FIRST TRANCHE : EUR 500M
ADDITIONAL TRANCHES : AS AGREED BY BOTH PARTIES
CURRENCY : EUR
FUNDING RATE : 40% + 2% COMMISSION
PAYMENT : SWIFT FEE OR CONDITIONAL MT103-23
DELIVERY MODE : SWIFT 799 & SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER
WE, _________________________ AND OUR PARTNER: __________________ (AS THE PARTY B, HEREINAFTER AS THE “PAYER”), REPRESENTED BY THE PRESIDENT AND THE AUTHORIZED SIGNATORY MR. _______________, THE HOLDER OF ___________ PASSPORT NO: ____________, WITH OFFICE ADDRESS AT __________________________________________, DO HEREBY IRREVOCABLY GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND AUTHORITY, UNDER PENALTY OF APPLICABLE PERJURY LAWS, AGREE TO ACT AS PAYER TO PAY THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH AN IRREVOCABLE CORPORATE PAYMENT ORDER WHICH IS AN INTEGRAL PART OF ABOVE CODED AGREEMENT IN THE TOTAL AMOUNT OF TWO PERCENT (2.00%) OF THE TOTAL FACE VALUE OF THE BANK INSTRUMENT.
TOTAL TWO PERCENT (2%) COMMISSION FEES, ONE PERCENT (1%) FOR THE PARTY A SIDE AND ONE PERCENT (1%) FOR THE PARTY B SIDE, WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’ BENEFICIRIES FOR DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.
THE PARTY A SIDE:
TOTAL ONE PERCENT (1%) COMMISSION FEES WILL BE PAID TO THE FOLLOWING:
PAYMASTER:
BENEFICIARY:
BANK NAME: MCB
PASSPORT NUMBER
COUNTRY OF ISSUE: Pakistan
Mobile Number: TBA
BANK ADDRESS: Cloth Market Factory Area Faisalabad.
ACCOUNT NAME: Saleem Ahmed
ACCOUNT NO: 032702010046673
IBAN Pk62mucb0
Branch Manager Asad Ali Email:
BANK TEL: 041-2417319/ 2628880
BANK FAX: 041- 2619271
SPECIAL WIRE INSTRUCTIONS:
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL to a notification immediately upon each transfer payment together with the transactions Code: …………………
Required Message:
Special Instructions: ALL TRANSFER INSTRUCTIONS SHALL STATE:”UNENCUMBERED FUNDS ARE CLEAN AND CLEAR, LIEN FREE OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY SAME DAY UPON RECEIPT BY BENEFICIARY’S BANK.
EACH BENEFICIARY RESERVE THE RIGHT TO CHANGE IT’S BANK COORDINATES STATED HEREIN AT ANYTIME, BY SENDING A SIMPLE WRITTEN NOTIFICATION LETTER TO THE PAYOR AND ATTACHING A NEW RECEIVING BANK’S COORDINATES.
THE PARTY B SIDE:
PAYMASTER 1: TOTAL ZERO POINT FIVE PERCENT (0.5%) COMMISSION FEES WILL BE PAID TO THE FOLLOWING: OPEN FOR BUYER SIDE
PAYMASTER/BENEFICIARY TBA
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TEL / FAX
Required Massage: ALL TRANSFER INSTRUCTIONS SHALL STATE:”UNENCUMBERED FUNDS ARE CLEAN AND CLEAR, LIEN FREE OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY SAME DAY UPON RECEIPT BY BENEFICIARY’S BANK.
SPECIAL WIRE INSTRUCTION ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY PAYMASTER’S BANK.” PREADVICE MUST BE SENT VIA SWIFT PRIOR TO EACH WIRE TRANSFER AND EMAIL NOTIFICATION IMMEDIATELY UPON EACH TRANSFER OF PAYMENT WITH THE TRANSACTION CODES TO:
THE PARTY B SIDE:
PAYMASTER 2: TOTAL ZERO POINT FIVE PERCENT (0.5%) COMMISSION FEES WILL BE PAID TO THE FOLLOWING:
Paymaster Name: GOLDLINE TRADING & CONSULTING KFT.
BANK Address: 1056 Vaci u 38, Budapest HU
Bank Name: MKB Bank Zrt.
Account Number: 10300002-10604422-49020017
IBAN: HU09 1030 0002 1060 4422 4902 0017
Swift Code: MKKBHUHB
VAT: 24721590-2-42
For Benefit of: Igor Khomenko, Passport: 92 01 No.: 666219, RF
Required Massage: ALL TRANSFER INSTRUCTIONS SHALL STATE:”UNENCUMBERED FUNDS ARE CLEAN AND CLEAR, LIEN FREE OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY SAME DAY UPON RECEIPT BY BENEFICIARY’S BANK.
Special Instruction: PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL to:
SWIFT: a notification immediately upon each transfer payment together with the transactions Code: …………………
THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE “ICC” AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN HONG KONG, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL NC/ND CLAUSES AS PRESCRIBED BY ICC RULES (LATEST EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT ORDER. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL, AND MAY BE ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE SHALL BE DEEMED AN ORIGINAL AND ALL TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.
A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE DEEMED BINDING ON THE “PARTIES” WITH THE FORCE AS THE SIGNED ORIGINAL. THE AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS VALID WHEN COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL REMAIN VALID AND ENFORCEABLE FOR THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW AGREEMENT BETWEEN THE PARTIES AND/OR THEIR ASSIGNS.
THE BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE PARTY B/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND PRIOR TO, OR SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE LODGED WITH THE PARTY B/PAYER’S BANK.
THE PARTY B/PAYER’S BANK SHALL PROVIDE THE BENEFICIARIES, BY E-MAILS OR BY TELE/FAX WITH COPIES OF THE SWIFT RELATED TO ALL PAYMENT INSTRUCTIONS UPON THE CLOSING OF EACH AND EVERY TRANSACTION OF THE ABOVE TRANSACTION.
THE PARTY B/PAYER’S PAYING BANK DETAILS:
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANK E-MAIL
IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS / BENEFICIARIES LISTED ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES, CHARGES AND/OR COST, OR HOLD THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL ACTIONS. THE UNPERFORMED PART OF THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID.
THIS AGREEMENT — PAY ORDER SHALL BE LODGED IN OUR BANK AND A COPY FROM THAT BANK WILL BE FORWARDED TO ALL BENEFICIARIES.
WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.
SIGNED JULY__, 2014 FOR AND BEHALF OF PARTY B:
_____________________________________ (CORPORATE SEAL)
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:
WE ACKNOWLEDGED THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.
SIGNED JULY__, 2014 FOR AND ON BEHALF OF PARTY A:
_____________________________________ (CORPORATE SEAL)
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:
PROPOSED TRANCHE SCHEDULE
TRANCHE: FACE VALUE:
1ST €500,000,000.00
2ND €500,000,000.00
3RD
4TH
5TH
6TH
7TH
8TH
9TH
10TH
11TH
12TH
PROPOSED AND SIGNED JULY__, 2014 FOR AND BEHALF OF PARTY B:
_____________________________________ (CORPORATE SEAL)
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE:
ACKNOWLEDGED AND SIGNED JULY__, 2014 FOR AND BEHALF OF PARTY A:
_____________________________________ (CORPORATE SEAL)
NAME:
TITLE:
PASSPORT NUMBER:
ISSUING DATE:
EXPIRY DATE
CLIENT INFORMATION SHEET
Date: 21 August 2014
1.
Principal:
a) Represented By:
b) Nationality:
c) Passport Number:
d) Date Of Issue:
e) Date Of Expiration:
f) Date Of Birth:
g) Place Of Birth:
h) SSN/Identity No.:
i) Contact Address:
j) Contact Telephone No.:
k) Add. Telephone No.:
l) Mobile Telephone No.:
m) Facsimile No.:
n) E-Mail Address:
o) Occupation:
p) Business Name:
q) Business Address:
r) Business Telephone:
s) Business Facsimile:
2. Address For Mail:
3. Address For Courier:
4. Legal Counsel:
a) Address:
b) Telephone No.:
c) Facsimile No.:
5. Bank Name:
a) Address:
b) Account Name:
c) Routing No.:
d) S.W.I.F.T Code:
e) For further credtit To:
Beneficiary Acc No:
Beneficiary Name:
d) Acct. Signatory Name:
e) Bank Officer:
f) Bank Officer Address:
g) Bank Telephone Number:
h) Bank Facsimile Number:
PASSPORT COPY OF PARTY B’S AUTHORIZED SIGNATORY
CERTIFICATE OF INCORPORATION OF PARTY B
PASSPORT COPY OF PARTY A’S AUTHORIZED SIGNATORY
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