006-loi-bg758 revised icbpo mt799

ON BUYER’S LETTER HEADEMAIL.ADRESSE TEL, FAX, SKYPE

TRANSACTION CODE : SELLER CODE: BUYER CODE:

LETTER OF INTENT (LOI)(MEMORANDUM OF AGREEMENT)

Company Name, (“Principal Buyer”), represented herein by Mr. XXXXXXXX, the duly authorized signatory and holder of Name of Country Passport №: XXXXXXXXX, with expiry of _____________, acting herein with full corporate authority and personal responsibility, hereby issues this Letter of Intent (“LOI”) and Memorandum of Understanding (“MOU”) toxxxxxxxx (“Collateral Provider”) for the acquisition of Fresh Cut Bank Guarantees as outlined herein below (the “Instruments” or the “BGs”).

The acquisition shall be accomplished with good, clean, cleared, unencumbered, immediately available, unrestricted, non-leased, and legitimately derived cash funds of the Principal Buyer (the “Funds”), all from non-criminal and non-terrorist origin, and not in violation of any anti-money laundering statutes or regulations, under the following terms, conditions, procedures and protocols. The Principal Buyer and Collateral Provider are hereinafter sometimes referred to severally by name or as a “Party,” and jointly as the “Parties.”

PROFILE OF INSTRUMENTS & TRANSACTIONInstrument Type : BANK GUARANTEESTerm : One (1) Year and One (1) Day or as agreedAge : Fresh Cut Issuing Bank : Barclays Bank or HSBC bank or any other Top 25bankInterest Rate : Zero percent (0%)Price : xxxxxxxx of bank guarantee’s face valueCurrency : EUROContract amount : Euros 10 Billion (€10,000,000,000.00) of aggregate Face Value, plus Rolls and Extensions to 500 B (€500,000,000,000.00)First Tranche : Euros ________________________ of Face ValueSecond Tranche : as agreedConsultant Fees : Two Percent (2.0%) of total Face Value for aggregate Consultancy Fees,

to be allocated and concurrently paid by the Buyer through the Buyer’s disclosed prime transacting bank at One and one-half Percent (1.0%) to Seller’s side consultants, with the remaining One and one-half Percent (1.0%) concurrently to the Buyer’s side consultants, all pursuant to an Irrevocable Master Fee Protection Agreement and Pay Order (the “IMFPA”) bearing the above Buyer Code, as fully executed and delivered by Buyer.

Delivery : SWIFT MT-760 only followed by Hardcopy to be delivered via Bank courier within seven (7) banking days

Buyer’s Initial: Seller’s Initial:Letter of Intent/MOA

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Payment : After receipt and authentication of SWIFT MT-760 in Three (3) banking days , Buyer’s Bank will release payment to Seller’s Bank via SWIFT MT-103 in accordance with terms and conditions in Buyer’s SWIFT MT799 ICBPO

TRANSACTION PROCEDURES

1. Buyer sends letter of intent (LOI) to the Seller. The LOI should contain copies of Buyer’s passport, Company’s resolution and Client’s Information Sheet (CIS), Company Registration and IMFPA.

2. Seller countersigns this LOI and returns to Buyer with seller’s company registration and signatory’s passport, and this LOI automatically becomes a full commercial recourse contract. Both parties shall lodge the executed contract to their respective banks.

3. After both sides sign the contract, and seller confirmed the deposit Euro xxxx amount then Seller’s bank will send Full text Pre-Advice of the BG by SWIFT MT-799 (Exhibit “AA”) to Buyer’s bank in 72 hours.

4. Within Three (3) banking days the Buyer will arrange their paying bank to deliver Irrevocable Conditional Bank Pay Order (“ICBPO”) by SWIFT MT-799 ((Exhibit “CC”)) in favor of Sellers designated parties to pay the required funds.

5. Within Three (3) banking days upon the arrival of SWIFT MT-799 ICBPO successful verification, Seller’s bank will deliver the Bank Guarantee via SWIFT MT-760 (Exhibit “BB”) to Buyer’s designated receiving bank coordinates.

6. Upon successful verification and authentication of the SWIFT MT-760 of the BG, the Buyer’s bank will remit the full amount as stated in the ICBPO within Three (3) banking days via SWIFT MT103(Exhibit “DD”)) to pay the required fund xxx +2%commission.

7. Within seven (7) banking days after receiving the funds as per SWIFT MT103, the issuing bank sends the original hard copy of the BG to Buyer’s bank by bank-bonded courier.

8. Any unauthorized calls or email by any party or its representative lawyers to probes or communication in an improper way to bank(s) in this transaction shall be prohibited.

9. This Letter of Intent is a full recourse commercial commitment governed by the Law of the jurisdiction that both parties reside. This LOI is also governed by the standard ICC Regulation.

The signed facsimile/email copies of this corporate document with corporate seals shall be considered executed originals, and shall be automatically binding and legally enforceable as a full recourse commercial Agreement called “BANK INSTRUMENT TRADE AGREEMENT”, issued under the rules and regulations of the ICC. All ICC provisions relating to force majeure, non-circumvention and non-disclosure shall apply as if included in this document.


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The counter-parties and all intermediaries/agents/representatives/brokers/consultants are responsible for payment of tax, transfer fees, bank charges, etc., imposed on their proceeds derived from the performance of this Agreement. No proceeds of this transaction will be used, directly or indirectly, for money laundering, drugs, acts of terrorism, arms purchase, war, etc., in compliance with the US Patriot Acts.

The Seller/Collateral Provider and Buyer agree to the following banking co-ordinates pertaining to the Agreement herein:

BANKING COORDINATES

BUYER’S BANKING COORDINATESFor Receiving Pre-Advice of Bank Guarantees

BANK NAME:

BANK ADDRESS:

ACCOUNT NAME:

ACCOUNT NUMBER:

SWIFT/BIC:

TEL NUMBER:

FAX NUMBER:

SELLER’S BANKING COORDINATESApplicant’s Full Banking Coordinates to Receive Icbpo mt-799 and MT-103(sometime will change to another bank coordinates)Other details will follow on swift confirmation We do not allow calling or email the bank

BANK NAME:

BANK ADDRESS:

ACCOUNT NAME:

ACCOUNT NUMBER:

SWIFT CODE:

ABA NUMBER:

BANK OFFICER:

TEL NUMBER:

TEL/FAX


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NUMBER:

GENERAL PROVISIONS

Any unauthorized bank calls, will result in the immediate cancellation of this transaction and subject the violating party responsible for damages. This Corporate Offer / MOA are a full recourse commercial commitment governed by the laws of the jurisdictions in which both parties reside and standards under ICC Regulations.

The FORCE MAJEUREException clause of the International Chamber of Commerce (I.C.C. Publication#421) is hereby incorporated in and made an integral part of this document. 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.

This transaction constitutes a private placement for the Purchase 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 as defined by the U.S. Securities Act of 1933/1934 or as amended by law or any other nation.

Facsimile or Email copies of this document when fully executed are to be considered original and binding. This Corporate Offer / MOA are binding to the parties upon acceptance. Facsimile or Email copies of this document when fully executed are to be considered original and binding. This Corporate Offer / MOA are binding to the parties upon acceptance.

LAW & ARBITRATIONThis 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, of Hong Kong, British or 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. 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


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invalid or unenforceable, then, the reminder of this contract shall not be affected and shall be enforced to the greatest extend permitted by law.

NON-DISCLOSURE AND NON-CIRCUMVENTIONBoth 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.

NON-SOLICITATIONWe 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. We hereby confirm with full authority that the above terms are agreed and acceptable.

In witness whereof, the Parties hereto subscribed their signatures this day ____________, 2013 and by doing so hereby understand, agree and accept all the terms and conditions so stated herein above and have affixed their signature below and initials on all pages of this Agreement.

APPROVED AND AGREED TO BY THE BUYER ON THIS _______ DAY OF ______________ 2013FOR AND ON BEHALF OF: Name Of Company -xxxxxxxx

SIGNED ) _______________________________________NAME ) Mr xxxxxxxxTITLE & AUTHORITY ) xxxxxxxxxxxPASSPORT NUMBER ) xxxxxxxxxxxCOUNTRY ISSUED ) xxxxxxxxxDATE ISSUED ) xxxxxxxxDATE OF EXPIRY ) xxxxxxxx

I, the undersigned, as a Seller/Collateral Provider of the Instruments mentioned in the Buyer’s LOI as outlined above, hereby confirm and acknowledge my receipt and acceptance.

Therefore, I hereby confirm with full corporate authority that the above terms are agreeable and acceptable. And, the Provider’s/Seller’s Bank coordinates is attached herewith as separate acknowledgment letter in order to enable your (Buyer) bank to receive the full Certified Invoice of the instruments for the settlement.


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APPROVED AND AGREED TO BY THE SELLER/COLLATERAL PROVIDER ON THIS _______ DAY OF ______________ 2013FOR AND ON BEHALF OF:

SIGNED ) _______________________________________NAME )TITLE & AUTHORITY )PASSPORT NUMBER )COUNTRY ISSUED )DATE ISSUED )DATE OF EXPIRY )


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ENLARGED – “COLOUR COPY OF Buyer PASSPORT”PRIVATE AND CONFIDENTIAL

ENLARGED – “COLOUR COPY OF Seller PASSPORT”PRIVATE AND CONFIDENTIAL


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Exhibit “AA”RWA-SWIFT MT799 PREADVICE

ISSUED BY THE BG ISSUING BANKFROM SELLER¡¯S BG ISSUING BANK TO BUYER¡¯S RECEIVING BANK

(Text may vary in substance but the essential undertaking must be maintained)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -MESSAGE HEADER©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\

©\©\©\©\ SWIFT INPUT : MT-799SENDER :BANK NAME :BANK ADDRESS :SWIFT CODE :BANK OFFICER :AMOUNT :ACCOUNT NAME :ACCOUNT NUMBER :

RECEIVER :BANK NAME :BANK ADDRESS :SWIFT CODE :BANK OFFICER :AMOUNT :ACCOUNT NAME :ACCOUNT NUMBER :IN FAVOR OF :

BY THE ORDER OF :

©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\

©\©\©\©\©\©\SWIFT MESSAGE TEXT©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\©\

©\©\

ATTENTION: (ACCOUNT BANK OFFICER) Dear Sir or Madam: RE: BANK GUARANTEES ICC758 FORMATWe, <Name of BG Issuing Bank>, hereby confirm on a full bank responsibility basis that we are ready, willing and able to issue unconditional bank guarantees of ICC758 format via SWIFT MT-760 in favor of <BG BENEFICIARY> for and on behalf of <SELLER> in the face value of European Union Currency EUR Five Hundred Million (€500,000,000.000) up to Fifty


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Billion (€50,000,000.000) plus possible rolls and extensions - with a validity of one (1) year and one (1) day. We further confirm that the bank guarantee is cash-backed and is assignable, transferable and unconditionally callable upon maturity. This RWA MT799 preadvice is valid for thirty (30) banking days only from the date of issuance. Please confirm you are ready to receive and fund this bank instrument with good, clean and non-criminal origin funds. Yours faithfully, For and on Behalf of <Name of BG Issuing Bank> ______________________ ______________________Authorized Bank Officer 1 Authorized Bank Officer 2<Name, Title, PIN Code> <Name, Title, PIN Code>


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Exhibit “BB”Text of BANK GUARANTEE (BG) via SWIFT MT-760

(Text as per issuing Bank Guarantee Format ICC 758 may vary, but the essential undertaking must be maintained)

From : ..... Seller's BG IssuingBank .....SWIFT Code :

To : ..... Buyer's BG Receiving Bank .....SWIFT Code :Account Name :Account No. :Bank Guarantee No. :Date :Date of Expiry :Beneficiary : Amount : By the Order of : ... SELLER’S CORPORATE NAME... Transaction Code :

We hereby open our Bank Guarantee Number: (to be inserted) as follows : For value received by us, we (Name of Issuing Bank & Address), hereby irrevocably and unconditionally without protest or notification promise to pay against this Bank Guarantee No. (to be inserted) in favour of .....(Name & Address of Receiver/ as the Beneficiary)..... on maturity date of (One year and one day from .... (Date of Issue) .... the sum of Euro .............. only (€ x,000,000,000.00) in the lawful currency of the European Union upon presentation to us of the original of this Bank Guarantee at our counters on maturity, but not later than fifteen (15) days after the maturity date.

Such payment shall be made without set-off and clear of any deductions, or charges, fees or withholding of any nature, now or hereinafter imposed, levied, collected, with-held or assessed by the government of (_______) or any political subdivision or authority thereof or therein.

This Bank Guarantee is transferable and assignable without presentation to us, or payment of any transfer or assignment fee. This Bank Guarantee is subject to the uniform rules for Bank Guarantees under ICC Publication No. 758.

This Bank Guarantee shall be governed and construed in accordance with the laws of <Country of Issuing Bank>.

This is an operative instrument and no mail confirmation shall follow.___________________________ ____________________________ BANK OFFICER NAME BANK OFFICER NAME DESIGNATION DESIGNATION OFFICER CODE OFFICER CODE


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Exhibit “CC”S.W.I.F.T. – WIRE FORMAT MT799:The Draft of the Irrevocable Conditional Bank Pay Order (ICBPO). To:Bank Name :Bank Address :SWIFT Code :Bank Tel. No :Bank Fax :Bank Officer :Account Name :Account No. :IBAN : From:BANK NAME:BANK ADDRESS:SWIFT CODE:BANK OFFICER:BANK PHONE:BANK FAX:ACCOUNT HOLDER:ACCOUNT NUMBER:IBAN:

TRANSACTION CODE: We, (name and address of the issuing bank) on behalf of our client, ………, hereby present our Irrevocable, Conditional Bank Pay Order in your favor for the account of <ACCOUNT HOLDER> holding ACCOUNT NUMBER:……………………….

We hereby confirm with full bank responsibility that the funds are good, clean and cleared funds of non-criminal origin and are from a legal source. This Conditional Irrevocable Pay Order is a binding payment commitment by us and we hereby undertake to wire transfer the said amount to you in favor of <ACCOUNT HOLDER>, upon successful delivery of the corresponding S.W.I.F.T. MT760 Bank Guarantee tranche to our client's account, <ACCOUNT NAME> with ACCOUNT NUMBER: ................,> in relation to the signed AGREEMENT/Transaction Code: …………


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This Conditional, Irrevocable, Divisible, Assignable, Transferable, Callable cash-backed SWIFT wire transfer is valid for 10 banking days from this day of ………, 2013 and until 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 OPFFICERS WITH NAMES,

PIN & TITLES)

Exhibit “DD”SWIFT TEXT FORMAT FOR MT-103 FOR % OF THE FACE VALUE OF BG

SWIFT INPUT : FIN 103 SINGLE CUSTOMER CREDITPRIORITY : TOP URGENTSENDER : BANK NAME : BANK ADDRESS : SWIFT CODE : RECEIVER :


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BANK NAME : BANK ADDRESS : SWIFT CODE : --------------------------------- MESSAGE TEXT -------------------------------------20: SENDER’S REFERENCE 0000000023B: BANK OPERATION CODE CRED 32A: VAL DTE/CURR/INTERBNK SETTLD AMT DATE : CURRENCY : AMMOUNT : 50K: ORDERING CUSTOMER-NAME & ADDRESS:

56A: INTERMEDIARY BANK57A: ACCOUNT WITH INSTITUTION59: BENEFICIARY CUSTOMER-NAME & ADDR 70: REMITTANCE INFORMATION PAYMENT BY AGREEMENT NR 71A: DETAILS OF CHARGES OUR72:SUBJECT: MT 103 THIS IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE SWIFT WIRE TRANSFER IS FOR THE SOLE AND EXCLUSIVE BENEFIT OF « ----WE CONFIRM THAT THE FUNDS FOR ABOVE PAYMENT ARE CLEAN AND CLEARED OF NON-CRIMINAL ORIGIN, FREE OF ANY LIENS AND ENCUMBRANCES.THIS IS AN OPERATIVE, BINDING AND FULLY FUNDED INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS AND IS IMMEDIATELY CALLABLE AND PAYABLE IN CASH SUBJECT TO THE ABOVE MENTIONED CONDITIONS.


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APPENDIX TSTRANCHES SCHEDULE

BGsORDER TO ISSUE

FACE VALUEOF EACH ONE

BENEFICIARY BANK COORDINATES TO SEND THE INSTRUMENT (BG)

1 500 M € AS INDICATED BELOW2 500 M € AS INDICATED BELOW3 500 M € AS INDICATED BELOW4 500 M € AS INDICATED BELOW5 500 M € AS INDICATED BELOW6 500 M € AS INDICATED BELOW7 500 M € AS INDICATED BELOW8 500 M € AS INDICATED BELOW9 500 M € AS INDICATED BELOW

10 500 M € AS INDICATED BELOW11-20 AS INDICATED

FOR 1-10AS INDICATED


FOR 1-1021-30 AS INDICATED



FOR 1-10


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31-40 AS INDICATEDFOR 1-10

AS INDICATEDFOR 1-10




















Rolls or extensions, contract renewals and revisions will continue according to above-noted tranches schedule, until contracted collateral instruments are fully delivered.

… Full Banking Coordinates TO RECEIVE INSTRUMENTS:Bank Name: Bank Address: SWIFT Code:Name of Bank Officer: Bank telephone number: Bank telefax number: Account Number: Account Holder:IBAN / Routing number:


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006-loi-bg758 revised icbpo mt799

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