Kamis, 16 Maret 2017
Dead of Agreement
Date
WEDNESDAY , OCTOBER 09, 2016
Ref
Buyer’s Code
Seller’s Code
Transaction Code
SBLC/
DEED OF AGREEMENT
THE SELLER:
BARCLAYS BANK PCL LONDON
BUSINESS ADDRESS:
REPRESENTED BY:
NATIONALITY:
PASSPORT NO.:
MOBILE PHONE
BUSINESS PHONE
BUSINESS FAX
E-MAIL ADDRESS
Hereinafter to the 'SELLER' on one part,
AND
THE BUYER:
BUSINESS ADDRESS:
REPRESENTED BY:
NATIONALITY:
PASSPORT NO.:
MOBILE PHONE
BUSINESS PHONE
BUSINESS FAX
E-MAIL ADDRESS
Hereinafter to the 'BUYER' on the other part,
WHEREAS, The BUYER desires to Buy EURO TEN BILLION (EUR 10,000,000,000) Bank Guarantee from the Seller. Buyer confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the purchase of this instrument is ready and buyer further confirm to cooperate with the seller.
WHEREAS, The SELLER desires to sell, transfer and assign all rights title and interest of the BG available to it to the buyer. Seller represents and warrants that it has the ability and resource to arrange through associates, contracts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to buyer. Seller hereby declares under penalty of perjury that the BG will be backed by funds that are good, clean, clear, and free of non criminal origin, the BG will be free and clear of all liens, encumbrances and third party interests.
NOW THEREFORE, The BUYER has agreed to buy the BG at 39%+5%(44%) of Face Value for the instrument requested and seller has agreed to issue BG for sale and both Parties hereby agree to the following.
I, (Name of Buyer), President Director and Authorized Signatory do hereby confirm with full legal, personal and corporate responsibility and authority, under penalty of perjury, irrevocably, unconditionally that we are ready, willing and able to purchase the following bank instruments, under the terms and conditions described below, with good, clean, clear funds of non-criminal origin, free of any liens or encumbrances whatsoever.
NOW THEREFORE, The BUYER has agreed to purchase the BG at 39%+5%(44%) of Face Value for the instrument requested and seller has agreed to sell the BG to buyer and both Parties hereby agree to the following terms stated below: s agreed to sell the BG to buyer and both Parties hereby agree to the following terms stated below:
INSTRUMENT
:
BANK GUARANTEE, CASH BACKED, ICC 458 OR 758 FORMAT
TYPE
:
OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
TERM
:
ONE YEAR AND ONE DAY
ISSUING BANK
:
BARCLAYS BANK PLC LONDON
CONTRACT AMOUNT
:
EURO 10 B, WITH ROLLS AND EXTENSIONS EURO 50 B
FIRST TRANCHE
:
EURO 500M
ADDITIONAL TRANCHES
:
TO BE DECIDED BY BOTH PARTIES
CURRENCY
:
EURO
SALE PRICE RATE
:
39% OF FACE VALUE PLUS 5% COMMISSION FEE TO AGENT
PAYMENT
:
UNCONDITIONAL MT103
DELIVERY MODE
:
SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER
Transaction Procedure:
Buyer issues a full intake package in English duly completed in all respects and signed with Buyer’s Full Banking Co-ordinates to include:
Deed Of Agreement (DOA) / Contract
Client Information Sheet (CIS)
Corporate Resolution (CR)
Non-Solicitation Statement (NS)
Non-Circumvention and Non-Disclosure Agreement (NCND)
Irrevocable Master Fee Protection Agreement (IMFPA)
Buyer Signatory and Color Copy of Passport
Buyer Certificate of Incorporation (COI)
Letter of Inclusivity
Bank Agreement to issue MT799 for Bank Instrument Purchase
Compliance Guarantee Letter from the Buyer that MT799 Arrangements have been made with the Buyer’s Bank Officer
Seller and Buyer execute, sign and initial this Deed of Agreement which thereby automatically becomes a Full Commercial Recourse Contract. Will submit with CIS, International Passport.
After signing the agreement and simultaneously or latest within 2 banking days with the return of the agreement by the buyer, buyer’s bank will send SWIFT MT799 PROOF OF FUNDS to seller’s bank (Stating funds availability to purchase BG instrument),
Within 2 banking days of the receipt of the buyer’s SWIFT MT799 PROOF OF FUNDS, seller’s bank sends SWIFT MT799 PRE-ADVICE RWA (Readiness Willing & Able ) via SWIFT to buyer’s bank ACKNOWLEDGING CAPACITY TO DELIVER BG VIA MT760 to buyer’s bank,
Within 3 banking days of the receipt of the RWA via SWIFT from Seller’s bank, Buyer’s bank issue ICBPO (Irrevocable Conditional Bank Pay Order) via SWIFT MT799 to Seller’s bank covering Purchase Fee and Buyer’s and Seller’s Agent commission (Total ICBPO for 5% of Face Value),
Within 2 banking days of the receipt of the ICBPO, Seller's bank issues BG via SWIFT MT760 for confirmation and verification and copy of the BG sent to Buyer via email.
Within 3 banking days of confirmation and verification of the Seller's SWIFT MT760 BG, full payment is released to the Seller, plus 5% commission to Buyer’s and Seller’s Agent in the IMFPA, after receipt, confirmation and authentication of the Buyer’s BG MT760.
Within 5 banking days after confirmation of receipt of payment of the Purchase Fees and Broker’s Commission, the Seller will Deliver the Hard Copy of the BG MT760 to the Buyer's bank via bank bonded courier.
Sending of the subsequent BG Instruments (if required rolls and extensions) shall be performed according to the Transaction Procedure 4 to 8 until the whole contract fulfilled.
Any unauthorized calls by any party or its representative lawyers to probes or communication in an improper way to bank(s) in this transaction shall be prohibited and contract terminated.
BUYER´S OBLIGATIONS:
The BUYER, with full corporate and legal responsibilities, and under penalty of perjury, confirms that he is fully aware the courier of his financial ability and facilities with his bank when signing this Deed of Agreement and/or other agreements and documents with the SELLER.
The BUYER further confirms that the SELLER is authorized to verify the funds of each tranche of the Contract with his bank, if necessary. In the event of unsatisfactory verification, the transaction will be suspended immediately and the buyer is in breach of the Contract and liable for legal consequences.
SELLER´S OBLIGATIONS:
The SELLER with full corporate and legal responsibilities, and under penalty of perjury, confirms that SELLER is fully aware of the commitment of the Instruments when countersigning this Deed of Agreement.
The SELLER further confirms to deliver the instruments, to negotiate and make proper arrangement with the provider to continuously supply the instruments until the whole contracted volume is exhausted. Without expressed written permission, neither party shall contact the bank of the other party. Both parties may change banking coordinates with written notice to the other party.
PENALTY CLAUSE FOR NON-PERFORMANCE
Should any of the signatory Parties herein fail to perform according to the terms and as required by this contract, once signed, then, the failing Party shall indemnify the aggrieved Party for an amount of 2%.The distribution of the 2% penalty shall be 1.25% to the aggrieved signatory Party of the contract and 0.75% to all of the Consultants designated in the Irrevocable Master Fee Protection Agreement. Said 0.75% will be divided according to the percentage delineated distributions in the Irrevocable Master Fee Protection Agreement.
NON-SOLICITATION
The Buyer hereby confirms and declares that the Seller, its associates or representatives or any person or persons on its behalf has/have never ever solicited the Buyer, its shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions.
FORCE MAJEURE
Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstance beyond the control of such party.
The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.
ARBITRATION
All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the construction or application thereof or any account cost, liability to be made hereunder or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC.
This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event that either party shall be required to bring any legal actions against the other it enforce any of the terms of this agreement the prevailing party shall be entitles to recover reasonably attorney fees and costs.
OTHER TERM
Both BUYER and SELLER duly agreed that all dealing, negotiation, terms and conditions are between the principle parties and their perspective legal counsel only. Both principle parties are responsible for the ramification of their own actions. ALL INTERMEDIARIES AND/OR ARRANGERS ARE CONSIDERED INTRODUCERS AND HELD HARMLESS FROM ANY LEGAL ACTIONS BROUGHT ON BY EITHER PARTY.
For and on behalf of the BUYER,
(Name of buyer’s company)
SEAL
__________________________________
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:
(PASSPORT PICTURE IN COLORED)
(As attached)
For and on Behalf of SELLER,
__________________________
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:
(PASSPORT PIC IN COLOR)
(As attached)
The SELLER and BUYER agree to the following Banking Co-ordinates pertaining to the agreement herein above stated:
BUYER’s Banking Coordinates : Transmission for S.W.I.F.T MT799 (POF) & MT799 ICBPO
BANK NAME
BRANCH
ADDRESS
BANK TELEPHONE
BANK FAX
BANK EMAIL
SWIFT CODE
BANK OFFICER
ACCOUNT NAME
ACCOUNT NUMBER
BUYER’s Banking Coordinates : Receiving MT760
BANK NAME
BRANCH
ADDRESS
TELEPHONE
FAX
SWIFT CODE
BANK OFFICER
ACCOUNT NAME
ACCOUNT NUMBER
SELLER’s Banking Coordinates To Receive MT799 POF AND MT799 ICBPO
BANK NAME
BARCLAYS BANK PLC LONDON
ADDRESS
1,CHURCHILL PLACE CANARY WHARY, LONDON E14 5HP
ACCOUNT NAME
JGLZ NETWORKING CONSULTANCY
SORT CODE
SWIFT CODE
BARCGB22
ACCOUNT SIGNATORY
BANK OFFICER NAME / EMAIL
MR.MARK ALDWIN
BANK TELEPHONE
ACCOUNT NUMBER
73818217
REGISTER ADDRESS
SELLER’s Banking Coordinates To Issue MT760 BG and RWA:
BANK NAME
BARCLAYS BANK PLC LONDON
BANK ADDRESS
1, CHURCHILL PLACE CANARY WHARF, LONDON E14 5HP
ACCOUNT NAME
JGLZ NETWORKING CONSULTANCY
ACCOUNT NUMBER
73818217
ACCOUNT SIGNATORY NAME
SWIFT CODE
BARCGB22
BANK OFFICER NAME/EMAIL
MR. MARK ALDWIN
BANK OFFICER TELEPHONE
REGISTER ADDRESS
SORT CODE
SELLER’S MANDATE, SELLER’S AGENT, REPRESENTATIVE AND INTRODUCER 2% COMMISSION BANKING COORDINATES: CLOSED
TOTAL 2% PAYABLE TO xxxxxxxxxxxxxxx AS PAYMASTER FOR BENEFIACIARIES (SELLER’S GROUP): MR. XXXXXXXXXXX , MR. XXXXXXXXXXX, MR.XXXXXXXXX AND MR.XXXXXXXXXXAS PER IMFPA
PAYMASTER NAME
BANK NAME
BANK ADDRESS
ACCOUNT HOLDER
ACCOUNT NUMBER (US$)
ACCOUNT SIGNATORY NAME
FOR THE BENEFICIARY OF
As per IMFPA
BANK OFFICER NAME
BANK OFFICER TELEPHONE
BANK OFFICER FACSIMILE
SWIFT CODE
BUYER’S MANDATE , INTERMEDIARIES 2% COMMISSION BANKING COORDINATES : CLOSED
TOTAL 2% PAYABLE TO AS PAYMASTER FOR BENEFIACIARIES (BUYER’S GROUP): MR. XXXXXXXXXXX, MR.XXXXXXXXX AND MR.XXXXXXXXXXAS PER IMFPA
PAYMASTER NAME
BANK NAME
BANK ADDRESS
ACCOUNT HOLDER
ACCOUNT NUMBER (US$)
ACCOUNT SIGNATORY NAME
FOR THE BENEFICIARY OF
As per IMFPA
BANK OFFICER NAME
BANK OFFICER TELEPHONE
BANK OFFICER FACSIMILE
SWIFT CODE
BUYER’S CONSULTANTS and COORDINATORS 2% COMMISSION BANKING COORDINATED :
TOTAL 2% PAYABLE TO AS PAYMASTER FOR BENEFIACIARIES (BUYER’S GROUP): MR. XXXXXXXXXXX, MR.XXXXXXXXX AND MR.XXXXXXXXXXAS PER IMFPA
PAYMASTER NAME
KRISHNAN AND HASSAN AND GROUP
BANK NAME
BANK ADDRESS
ACCOUNT HOLDER
ACCOUNT NUMBER (US$)
ACCOUNT SIGNATORY NAME
FOR THE BENEFICIARY OF
As per IMFPA
BANK OFFICER NAME
BANK OFFICER TELEPHONE
BANK OFFICER FACSIMILE
SWIFT CODE
SWIFT MT799 (PROOF OF FUNDS)
OR AS PER STANDARD ISSUING BANK FORMAT
FUNDS ARE BLOCKED FOR one year AND ONE month, FOR THE APPLICANT BENEFICIARY xx xxxxxxxxxxxxxxxxxxx WE HAVE BEEN INSTRUCTED TO CONFIRM TO YOU, THE MENTIONED AMOUNT AND WE DECLARE THAT THESE INSTRUCTIONS ARE IRREVOCABLY ACCEPTED BY US, THEREFORE WE HEREBY ISSUE OUR LETTER FOR xxxxxxxxxxxxxxx. CURRENCY: Euro AMOUNT: euro xxxxxxxxxxxxxxxxxxxxx
THESE FUNDS ARE CLEAN, CLEAR, FREE OF ANY LEVY, LIENS, OR ENCURBRANCE AND THE RULE OF FULL-DISCLOSURE HAS BEEN ESTABLISHED THAT SUCH FUNDS WERE LEGALLY OBTAINED FROM NON-CRIMINAL ACTIVITIES.
WE CONFIRM THAT THESE FUNDS, HEREBY HELD IN CUSTODY OF, (CLIENT NAME), ARE NOT PERMITTTED TO BE WITHDRAWN, MOVED, OR TRANSFERRED DURING THE PERIOD OF THE VALIDITY OF THIS IRREVOCABLE BLOCKED /RESERVED BANK CONFIRMATION FOR AND ON BEHALF ON (BANK NAME) LOCATED AT (BANK ADDRESS).
THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW.
__________________________ __________________________
AUTHORIZED BANK OFFICER (1) AUTHORIZED BANK OFFICER (2)
NAME NAME
TITLE TITLE
PIN CODE PIN CODE
SWIFT: ICBPO
IRREVOCABLE CONDITIONAL BANK PAY ORDER
Date:
From:
SWIFT Code:
To:
SWIFT Code:
Transaction Code:
WE, (BUYER’S PAYING BANK) HEREBY PRESENT OUR IRREVOCABLE, NON-ASSIGNABLE, NON-TRANSFERABLE AND CALLABLE CASH-BACKED STANDING SWIFT (ICBPO) WIRE TRANSFER IN YOUR FAVOUR FOR THE ACCOUNT OF [-----AND ACCOUNT NUMBER-----IN THE AMOUNT OF [--------------------------------------------------- CURRENCY AND AMOUNT IN WORDS AND FIGURES-----------------------------------------------] FOR THE PURCHASE OF BANK INSTRUMENTS DELIVERED BY SWIFT MT760 UPON THE RECEIPT ,SATISFACTORY VERIFICATION OF REGISTRATION ISIN/ CUSIP NUMBERS AND THE CORRESPONDING CONTENTS WITH THE ISSUED, CALLABLE CUSTODIAL SAFEKEEPING RECEIPTS WITH PHYSICAL DELIVERY TO BE MADE THEREAFTER.
WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.
THIS IRREVOCABLE S.W.I.F.T. IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT AGAINST THE BANK CERTIFIED INVOICE FOR THE PURCHASE AND DELIVERY OF THE BANK INSTRUMENTS SPECIFIED BELOW:
INSTRUMENTS:(TO BE NAMED)
ISSUING BANKS: XXXXXXXXX BANK
ISSUER:(TO BE NAMED)
CUSIP NUMBER: XXXXXX
TERM:ONE (1) YEAR AND ONE (1) DAY
INTEREST RATE:ZERO (0%) PERCENT
BENEFICIARY:(TO BE NAMED)
CONTENT: XXXXXXXXXXXXXXX
THIS CONDITIONAL IRREVOCABLE NON-DIVISIBLE, NON-ASSIGNABLE, NON-TRANSFERABLE AND CALLABLE S.W.I.F.T. WIRE TRANSFER IS VALID FOR FIFTEEN (15) BANKING DAYS FROM DD MMMMMM YYYY AND UNTIL DD MMMMMM YYYY, 17:00 GREENWICH MEANTIME (UK).
THIS IS A NON-OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS.
For and on behalf of Issuing Bank:
Yours faithfully.,
For and on behalf of
__________________________ __________________________
Authorized Bank Officer (1) Authorized Bank Officer (2)
Name Name
Title Title
Pin Code Pin Code
TEXT OF SWIFT MT 760 BANK GUARANTEE - BG
Date:
Name of Issuing Bank:
Issuing Bank address:
Bank SWIFT Code:
Bank Officer:
Name of Receiving Bank:
Receiving Bank Address
Bank SWIFT Code:
Bank Officer:
Bank Guarantee Number:
Beneficiary:
Address:
Currency: USD/EUR
Amount: USD/EUR
Issuing Date:
Maturity Date:
FOR VALUE RECEIVED, WE THE UNDERSIGNED DULY AUTHORIZED TO ACT ON BEHALF OF (Name of Bank), LONDON, xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, United KINGDOM HEREBY IRREVOCABLY, UNCONDITIONALLY AND WITHOUT PROTEST OR NOTIFICATION, UNDERTAKE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF EST. xxxxxxxxxxxxxxxxxxxxxx BEARER OR HOLDER AT MATURITY THE AMOUNT OF EURO 500,000,000.00 (FIVE HUNDRED MILLION EURO) IN THE LAWFUL CURRENCY OF EUROPEAN UNION UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT THE COUNTERS OF XXXXXXXX BANK, LONDON, XXXXXXXXXXXXXXXXXXXXXXXXXXX, UNITED KINGDOM.
SUCH PAYMENT WILL BE MADE WITHOUT SET - OFF AND FREE AND CLEAR OF ANY DEDUCTION OR CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER IMPOSED OR LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF SWITZERLAND OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN. THIS BANK GUARANTEE IS ASSIGNABLE AND TRANSFERABLE WITHOUT PRESENTATION TO US AND WITHOUT PAYMENT OF ANY TRANSFER FEES.
THIS GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOM AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) OF THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS (FRANCE), AND PUBLICATION NO: ICC 600 - 700.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF U.S.A, UNITED KINGDOM AND THE EUROPEAN UNION COUNTRIES WITH LEGAL JURISDICTION.
THIS IS AN OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW.
FOR AND ON BEHALF OF ISSUING BANK
CLIENT INFORMATION SUMMARY (CIS)
In accordance with Articles 2 through 5 of the due diligence convention and the Federal Banking Commission Circular of December 1998, and under the US Patriot Act of 2002, as amended in February 2003 concerning the Prevention of Money Laundering and 305 of the Swiss Criminal Code. The following information may be supplied to banks and/or other financial institutions for purposes of verification of Identity and activities of the Client described below, and the nature and original of the funds which are to be utilized. The foregoing is subject to agreement by all parties to whom this client and all individuals described herein, as well as the generally accepted professionals standards relating to the maintenance of confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained herein, this legal obligation shall remain in full force indefinitely without restriction.
BUYER’S COMPANY INFORMATION
PARTICULARS & DETAILS
COMPANY NAME
:
ADDRESS
:
CITY / COUNTRY
:
AUTHORIZED SIGNATORY
:
PASSPORT NUMBER
:
ISSUING COUNTRY
:
BUYER’s DESIGNATED BANK
BANK DETAILS
BANK NAME
:
BRANCH
:
ADDRESS
:
TELEPHONE
:
FAX
:
:
SWIFT CODE
:
BANK OFFICER
:
NUMBER OF ACCOUNT
:
HOLDER OF ACCOUNT
:
TYPE OF INSTRUMENT REQUESTED
FACE VALUE OF INSTRUMENTS REQUESTED
:
:
BANK GUARANTEE (BG)
EURO 10,000,000,000.00 WITH R&E UP TO EURO 50,000,000,000.00
1
BUYER’S FULL NAME
:
2
TITLE
:
3
NATIONALITY
:
4
PASSPORT NUMBER
:
ISSUED COUNTRY
:
ISSUE DATE
:
EXPIRATION DATE
:
5
COMPANY NAME
:
6
OFFICE ADDRESS
:
7
MOBILE PHONE
:
8
BUSINESS TELEPHONE
:
9
BUSINESS FAX
:
10
E-MAIL ADDRESS
:
CONFIRMED AND APPROVED BY THE BUYER:
(NAME OF COMPANY)
SEAL
....................................................................................................
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:
TRANCHE SCHEDULES
FIRST TRANCHE XXX MILLION
WEEK
DATE
TRANCHE
FACE VALUE
REMARKS
1ST TRANCHE
EURO 500,000,000.00 X 2
2ND TRANCHE
EURO 500,000,000.00 X 4
3RD TRANCHE
EURO 500,000,000.00 X 4
4TH TRANCHE
EURO 500,000,000.00 X 4
5TH TRANCHE
EURO 500,000,000.00 X 6
6TH TRANCHE
7TH TRANCHE
8TH TRANCHE
9TH TRANCHE
10TH TRANCHE
11TH TRANCHE
12TH TRANCHE
STATEMENT OF NON SOLICITATION OF FUNDS
I, Mr. xxxxxxxxxxxxxxxxx, as Cash Owner and 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 Project funding to serve only my interest, education, and not for further distribution.
I hereby agree 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 any sort, or any 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 and free will and further, and that you have not solicited me in any way.
I hereby represent that I am not an informant, nor am I associated with any government agency of the United States of America, or any other country, such as the Secret Service, Internal Revenue Service, Federal Bureau of Investigation, Central Intelligence Agency, Securities and Exchange Commission, Banking Commission, nor any agency whose purpose is to gather information regarding such offerings. I understand that the contemplated transaction is strictly one of private placement, and is in no way relying upon, or relating to, the United States Securities Act of 1933, as amended, or related regulations, and does not involve the sale of securities.
Further, I hereby declare that you have disclosed that you are not a licensed Security trader, 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 project funding transaction that is exempt from the Securities Act and not intended for the general public but Private Use only.
The electronic mail transmission of this document shall be considered a binding and enforceable instrument, treated as original copy. Original may be obtained upon request.
Agreed by THE BUYER
For and on behalf of THE BUYER:
SEAL
………………………………………….
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:
For and on behalf of THE SELLER:
__________________________
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:
NON-CIRCUMVENTION AND NON-DISCLOSURE
All parties do herein agree that the non-circumvention and non-disclosure rules (NCND) of all issues from the ICC 758 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 these intermediaries.
The undersigned agrees that this fee protection is assignable and transferable to the beneficiaries, designs, heirs & assigns upon written notice of all parties and shall not be amended without the express written consent of the parties. If no contract is consummated, this fee protection agreement is null and void in its entirety.
All disclosed banking information shall be strictly confidential. No communication between banking officers. Other than transmission by SWIFT wire transfer and any other transmission specifically authorized by the beneficiaries, is permitted. All communications shall clearly reference the transaction code, the Seller's code and the Buyer's code referred to herein.
Should a contract be signed between the Seller and the Buyer, a bank endorsed corporate pay order will be issued to the paymaster of each group, followed by a SWIFT wire transfer to the paymaster's account, when payment for the bank instrument is completed.
An executed facsimile or email copy shall be deemed to be as an ORIGINAL.
For and on behalf of THE SELLER:
__________________________
Name:
Nationality:
Passport Number:
Date of Issuance:
Date of Expiration:
For and on behalf of BUYER:
(NAME OF COMPANY)
SEAL
___________________________________
Name:
Passport #:
Nationality:
Issue Date:
Expiry Date:
RESOLUTION OF THE BOARD OF DIRECTORS
A quorum of directors of (Buyer’s Company Name), (Hereinafter called the "Company") with its address at (Buyer’s Company Address), attended in person or by telephone/video conference a Board of Directors meeting which was duly noticed and held on (Date). A detailed discussion regarding various issues and aspects of this transaction was held to the full satisfaction of the Board members and the following resolutions were unanimously adopted:
RESOLUTION:
It is resolved that , holder of Passport No (Passport Number of the Buyer), as Company’s Office In (Buyer’s Company address),and authorized Representative/ Signatory of the company, to enter into this transaction involving the assignment of Bank Debentures and other Bank Instruments.
RESOLUTION:
It is resolved that, holder as President Director and authorized Signatory of the company, to arrange the leasing of Bank Instruments, in the amount of 10 Billion Euros (Euro 10,000,000,000.00) with rolls and extensions,
RESOLUTION:
It is resolved that (Buyer’s Name), holder as President Director and authorized Signatory of (Buyer’s Company Name), be assigned full authority to instruct, arrange, monitor, execute, manage and sign all paperwork, agreements, contracts and all documentation as may be necessary with third parties, pertinent to this transactions involving the leasing of Bank Instruments.
RESOLUTION:
It is further resolved at this meeting of the Board of Directors that Mr: xxxxxxxxxxxx (name of seller) is hereby authorized to pay/distribute on behalf of (Buyer’s Company Name) any and all transaction related fees and entitlements to any banks, trading entities, program managers, facilitators, lawyers and other involved persons and companies of his choice, as he may deem appropriate and at his absolute discretion, on behalf of (Buyer’s Company Name)
RESOLUTION:
That (Buyer’s Name), as the President Director of the company, is hereby authorized to certify that the foregoing resolutions and 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 purposes set forth herein are accomplished.
It is further certified that the foregoing resolutions have never been modified or amended and are now in full force and effect. The above named representative of the company has been duly elected and appointed to hold office, the representative is presently holding office, and is empowered to act for and on behalf of the company. This fax or email copy of the Board Resolution shall be of equal value and effect to the original, and shall be accepted as such by everyone, for all purposes, everywhere.
The above motions and resolutions were duly made, seconded and unanimously passed and carried out at the completion of this meeting.
In witness whereof, I have hereunto set our hand and seal of the company in our own free will and act, in certification of the above resolutions and provisions on this contract 2016
For and on behalf of the company
(Name of Company)
SEAL
………………………………………………
Name:
Title:
Passport No:
Place of Issue:
Date of Issue:
Bank Agreement to issue MT799
ON BANK LETTERHEAD
Date_________________
Mr. ______________
Address
City, State, Zip
Dear Mr.__________________
You have made us aware that you are about to purchase bank instruments from a major bank with a face value of (indicate dollar amount)
We are aware that you will be required to pay for these instruments at a percentage of the face value and will require our assistance to verify bank to bank that you have the funds to pay for the purchase of these instruments by us sending bank to bank proof of funds to the Seller’s bank via MT799.
This is to confirm that we are ready, willing and able to assist you in this procedural requirement and will send the MT799 bank to bank proof of funds to the Seller’s bank when you advise us to do so.
We understand that the proposed transaction is a contractual transaction and terms and conditions are outlined and agreed to in a formal contract. Please provide us with a copy of this Agreement after it has been countersigned by the Bank Instrument Seller.
We will then provide you with our MT799 banking service to confirm to the Seller’s bank your financial readiness and capability to pay the required purchase fee.
Sincerely,
Bank Officer’s Signature Swift Transmission Officer’s Signature
Bank Offiicer’s Name and Title Name and Title
(SCANNED COLOR , COPY AND PASTE - FROM THE ORIGINAL BANK LETTER)
(ONE SCANNED COLOR COPY TO BE SENT SEPERATELY VIA EMAIL AS ATTACHEMENT)
CONFIRMATION LETTER
Confirming that arrangements for MT799 have been made with the Bank Instrument Buyer’s Bank of
NAME OF BUYER’S COMPANY
(Ful Address)
........................................................
Date: ...................., 2016
To: Bank Instrument Seller’s Compliance Officer
Re: Proposed Bank Instrument Purchase Transaction
(Euro 5 Billion BG, Transaction Code (xxxxxxxxxxxx), Buyer’s Code: .............................
I, Mr. xxxxxxxxxxxxxx, Authorized Signatory, do hereby confirm with full legal, personal and corporate responsibility and authority, under penalty of perjury, irrevocably and unconditionally that:
1. I have discussed this proposed Bank Instrument Purchase Transaction with my Bank Officer;
2. He has agreed to issue MT799 Bank to Bank Proof of Funds for the cost of the bank instruments using his Bank’s standard MT799 format in behalf of our Company, in accordance with the procedure of the signed Deed of Agreement with Transaction Code: (XXXXXXXXX), Buyer’s Code: ...........................
For and in behalf of the Company
Print Name of Company
Seal
_________________________________________
Name:
Passport No.:
P.S. Copy to Buyer’s Bank Officer
(ONE SCANNED COLOR COPY TO BE SENT SEPERATELY VIA EMAIL AS ATTACHEMENT)
Irrevocable Master Fee Protection Agreement (IMFPA)
Both Seller and Buyer agree that the Buyer’s and Seller’s agent is entitled to 5% of the SBLC face value as commission fee.
The commission fees will be received by Buyer’s agent only as specified here below.
The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the Buyer to the agent or intermediary listed in this FPA by wire transfer simultaneously with the Buyer’s payment of 5% of the face value of the BG as purchase fee to the seller for this transaction of the BG. The commission fees will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties.
In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents, companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this business transaction in co-operation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions:
1. Each party agrees that they will not make any contact with, deal with or be involved with individuals, trader and investor introduced by another signatories without specific permission of the introduced signatory for the Investor.
2. The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories.
3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the end of every transaction.
4. This
Confirm this MT799 Block verbiage for US$1.153B from Central bank of Brazil for OUR COORDINATE MT 799 BLOCKED FUNDS VERBIAGE
Friday, February 03, 2017
Subject: Confirm this MT799 Block verbiage for US$1.153B from Central bank of Brazil for OUR COORDINATE
MT 799 BLOCKED FUNDS VERBIAGE
DATE :
SWIFT OUTPUT : MT 799 BLOCK FUND
PRIORITY : URGENT-EXPRESS,
SAME DAY WIRE
sender :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK
OFFICER :
PHONE NUMBER :
FAX NUMBER :
AMOUNT :
ACCOUNT name :
ACCOUNT NUMBER :
TRANSACTION REF. :
RECEIVING BANK
BANK NAME :
BANK ADDRESS :
BANK OFFICER :
BANK PHONE NUMBER : +
OFFICER DIRECT NUMBER : +
BANK OFFICER EMAIL :
BANK FAX NUMBER :
+
SWIFT CODE :
ACCOUNT HOLDER : _________
ACCOUNT
NUMBER :
TOTAL AMOUNT :
---------------------------------------
SWIFT MESSAGE TEXT ------------------------------------
WE, THE UNDERSIGNED, CENTRAL BANK OF BRAZIL, WITH REGISTERED ADDRESS AT QUADRA 3, BLOCO B, ED. SEDE, ZIP CODE 70.074.900, BRASILIA (df), BRAZIL, WITH FULL BANK RESPONSIBILITY HEREBY IRREVOCABLY ACKNOWLEDGE, STATE AND CONFIRM THAT we have in custody the following bond: instrument name: letra do tesouro nacional – ltn number 160.1598.346.666 series h – BLOOMBERG ISIN NUMBER US60689VAA17 IN NAME OF MN LIRA SERVIÇOS EMPRESARIAIS LTDA., WITH CURRENT PU VALUE OF
USD 1,153,454.167.00 (ONE BILLION ONE HUNDRED FIFTY THREE MILLION FOUR HUNDRED FIFTY FOUR THOUSAND ONE HUNDRED SIXTY SEVEN UNITED STATES DOLLARS) AND FUTURE PU VALUE OF USD 2,879,091,987 (TWO BILLION EIGHT HUNDRED SEVENTY NINE MILLION NINETY ONE THOUSAND NINE HUNDRED EIGHTY SEVEN UNITED STATES DOLLARS).
WE CERTIFY AND CONFIRM THAT THEse CASH FUNDS ARE HELD AND BLOCKED BY OUR BANK FOR A PERIOD OF ONE (1) year and ONE (1) MONTH, FOR THE EXCLUSIVE BENEFIT AND USE OF XXXXXXX PER PRIVATE AGREEMENT.
WE HEREBY
IRREVOCABLY CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE HOLD AND HAVE BLOCKED
THIS BOND AS PER INSTRUCTIONS IN FAVOR OF PETROCOLOMBIA & GROUP
WITH ACCOUNT NUMBER 1015400, FOR PRIVATE INVESTMENT PROGRAM OR ANY OTHER USE
FROM THEIR NOMINATED BANK.
WEFURTHER CERTIFY AND CONFIRM THAT THE ltn number 160.1598.346.666 series h – aaBLOOMBERG ISIN NUMBER US60689VAA17 IN NAME OF MN LIRA SERVIÇOS EMPRESARIAIS
LTDA., IS LEGALLY VALID, FREE AND CLEAR OF ANY LIENS AND ENCUMBRANCES, AND THAT
a TaHE BOND IS GOOD, CLEAN AND CLEAR, AND OF NON-CRIMINAL ORIGIN. THIS BOND IS BLOCKED FOR A PERIOD OF ONE (1) YEAR AND ONE (1) MONTH AND IT IS FREE AND CLEAR OF ANY TAXES, LEVIES OR DUTIES OF ANY NATURE PRESENT OR FUTURE. WE FURTHER CERTIFY THIS SWIFT MT 799 CONFIRMATION REPRESENTED HEREIN IS FREELY ASSIGNABLE, DIVISIBLE AND TRANSFERABLE AS PER BENEFICIARY INSTRUCTIONS AT NO CHARGE TO HIM OR RECOURSE TO US. WE CONFIRM THAT THIS SWIFT MT 799 HAS BEEN ISSUED UNDER FULL BANK
RESPONSIBILITY AND THAT THE VALUE IS AVAILABLE TO THE NAMED BENEFICIARY.
THE BLOCK CONFIRMATION IS A FULLY OPERATIVE BANK INSTRUMENT, ISSUED IN COMPLIANCE WITH PROPER PROCEDURES IN ACCORDANCE WITH BANKING LAWS AND REGULATIONS. THIS
INSTRUMENT IS BINDING WHEN COMPLETED, FULLY PERFORMING, IS VERIFIABLE BY BANK RESPONSIBLE ENQUIRY, AND WILL BE CONFIRMED BY US VIA SWIFT TO SUCH BANK AS DESIGNATED BY THE BENEFICIARY. THIS FINANCIAL INSTRUMENT SHALL BE REGULATED AND CONSTRUED IN ACCORDANCE WITH THE EUROPEAN AND UNITED STATES OF AMERICA LEGIISLATION. THIS INSTRUMENT IS GOVERNED BY THE UNIFORMED CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, PUBLICATION 600, And LATEST REVISION.
AUTHORISEBANK OFFICER
AUTHORISED BANK OFFICER
TITLE/PIN CODE
TITLE/PIN
CODE
Subject: Confirm this MT799 Block verbiage for US$1.153B from Central bank of Brazil for OUR COORDINATE
MT 799 BLOCKED FUNDS VERBIAGE
DATE :
SWIFT OUTPUT : MT 799 BLOCK FUND
PRIORITY : URGENT-EXPRESS,
SAME DAY WIRE
sender :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK
OFFICER :
PHONE NUMBER :
FAX NUMBER :
AMOUNT :
ACCOUNT name :
ACCOUNT NUMBER :
TRANSACTION REF. :
RECEIVING BANK
BANK NAME :
BANK ADDRESS :
BANK OFFICER :
BANK PHONE NUMBER : +
OFFICER DIRECT NUMBER : +
BANK OFFICER EMAIL :
BANK FAX NUMBER :
+
SWIFT CODE :
ACCOUNT HOLDER : _________
ACCOUNT
NUMBER :
TOTAL AMOUNT :
---------------------------------------
SWIFT MESSAGE TEXT ------------------------------------
WE, THE UNDERSIGNED, CENTRAL BANK OF BRAZIL, WITH REGISTERED ADDRESS AT QUADRA 3, BLOCO B, ED. SEDE, ZIP CODE 70.074.900, BRASILIA (df), BRAZIL, WITH FULL BANK RESPONSIBILITY HEREBY IRREVOCABLY ACKNOWLEDGE, STATE AND CONFIRM THAT we have in custody the following bond: instrument name: letra do tesouro nacional – ltn number 160.1598.346.666 series h – BLOOMBERG ISIN NUMBER US60689VAA17 IN NAME OF MN LIRA SERVIÇOS EMPRESARIAIS LTDA., WITH CURRENT PU VALUE OF
USD 1,153,454.167.00 (ONE BILLION ONE HUNDRED FIFTY THREE MILLION FOUR HUNDRED FIFTY FOUR THOUSAND ONE HUNDRED SIXTY SEVEN UNITED STATES DOLLARS) AND FUTURE PU VALUE OF USD 2,879,091,987 (TWO BILLION EIGHT HUNDRED SEVENTY NINE MILLION NINETY ONE THOUSAND NINE HUNDRED EIGHTY SEVEN UNITED STATES DOLLARS).
WE CERTIFY AND CONFIRM THAT THEse CASH FUNDS ARE HELD AND BLOCKED BY OUR BANK FOR A PERIOD OF ONE (1) year and ONE (1) MONTH, FOR THE EXCLUSIVE BENEFIT AND USE OF XXXXXXX PER PRIVATE AGREEMENT.
WE HEREBY
IRREVOCABLY CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE HOLD AND HAVE BLOCKED
THIS BOND AS PER INSTRUCTIONS IN FAVOR OF PETROCOLOMBIA & GROUP
WITH ACCOUNT NUMBER 1015400, FOR PRIVATE INVESTMENT PROGRAM OR ANY OTHER USE
FROM THEIR NOMINATED BANK.
WEFURTHER CERTIFY AND CONFIRM THAT THE ltn number 160.1598.346.666 series h – aaBLOOMBERG ISIN NUMBER US60689VAA17 IN NAME OF MN LIRA SERVIÇOS EMPRESARIAIS
LTDA., IS LEGALLY VALID, FREE AND CLEAR OF ANY LIENS AND ENCUMBRANCES, AND THAT
a TaHE BOND IS GOOD, CLEAN AND CLEAR, AND OF NON-CRIMINAL ORIGIN. THIS BOND IS BLOCKED FOR A PERIOD OF ONE (1) YEAR AND ONE (1) MONTH AND IT IS FREE AND CLEAR OF ANY TAXES, LEVIES OR DUTIES OF ANY NATURE PRESENT OR FUTURE. WE FURTHER CERTIFY THIS SWIFT MT 799 CONFIRMATION REPRESENTED HEREIN IS FREELY ASSIGNABLE, DIVISIBLE AND TRANSFERABLE AS PER BENEFICIARY INSTRUCTIONS AT NO CHARGE TO HIM OR RECOURSE TO US. WE CONFIRM THAT THIS SWIFT MT 799 HAS BEEN ISSUED UNDER FULL BANK
RESPONSIBILITY AND THAT THE VALUE IS AVAILABLE TO THE NAMED BENEFICIARY.
THE BLOCK CONFIRMATION IS A FULLY OPERATIVE BANK INSTRUMENT, ISSUED IN COMPLIANCE WITH PROPER PROCEDURES IN ACCORDANCE WITH BANKING LAWS AND REGULATIONS. THIS
INSTRUMENT IS BINDING WHEN COMPLETED, FULLY PERFORMING, IS VERIFIABLE BY BANK RESPONSIBLE ENQUIRY, AND WILL BE CONFIRMED BY US VIA SWIFT TO SUCH BANK AS DESIGNATED BY THE BENEFICIARY. THIS FINANCIAL INSTRUMENT SHALL BE REGULATED AND CONSTRUED IN ACCORDANCE WITH THE EUROPEAN AND UNITED STATES OF AMERICA LEGIISLATION. THIS INSTRUMENT IS GOVERNED BY THE UNIFORMED CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, PUBLICATION 600, And LATEST REVISION.
AUTHORISEBANK OFFICER
AUTHORISED BANK OFFICER
TITLE/PIN CODE
TITLE/PIN
CODE
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