DATE :
REF :
LESSEE CODE :
LESSOR CODE :
TRANSACTION CODE :
DEED OF AGREEMENT
The Lessor :
Address :
Represented by :
Nationality :
Passport # :
Telephone :
Email address :
C/O
Hereinafter to the 'Lessor' on one part,
AND
The Lessee :
Address :
Represented by :
Nationality :
Passport # :
Telephone :
(Hereinafter to the 'Lessee' on the other part)
WHEREAS. The Lessee desires to lease Bank Guarantee (BG)/ SBLC from the Lessor. Lessee confirms with full corporate and legal responsibility that funds available to fulfill the requirements for the lease of this instrument is ready and Lessee further confirm to cooperate with the Lessor.
WHEREAS. The Lessor desires to lease, transfer and assign all rights title and interest of the BG available to it to the Lessee. Lessor 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 Lessee. Lessor hereby declares under penalty of perjury that the BG/SBLC will be backed by funds that are good, clean, clear, and free of non criminal origin, the BG/SBLC will be free and clear of all liens, encumbrances and third party interests.
NOW THEREFORE, The Lessee has agreed to lease the BG /SBLC at XX % of Face Value for the instrument requested and Lessor has agreed to issue BG/SBLC for lease and both Parties hereby agree to the following:
1. Instrument: Bank Guarantee (BG) (Appendix A)
2. Total Face Value: €2.5 B
3. Issuing Bank: HSBC London
4. Age: One Year and One Month
5. Leasing Price: 11% of Face Value plus 3% commission fees to brokers ,2% Intermedaries fees
lessor/lessee sides
6. Delivery SWIFT TO SWIFT.
7. Payment: By Wire Transfer Payment MT103/23
8.. Hard Copy: Bonded Courier within 7 banking days.
PROCEDURE:
1. Lessor and Lessee execute, sign and initial this Deed of Agreement which thereby
automatically becomes a full commercial recourse contract.
2. Within 2 business days of when both parties sign the Agreement, Lessee will issue BCL/ MT 199 / with accepted verbiage to Lessor's designated bank with a full guarantee a proof of funds/tear sheet providing documentation of Lessee's capability to pay fee in full of 9% plus 5%. If Lessee fails to perform this step, Lessor has the full right to cancel this contract and is released of all liability and responsibility set forth herein.
3. Within 3 banking days after receipt and confirmation of MT 199/ BCL by Lessor, Lessor will issue a MT 799 pre advice with full verbiage of the bank guarantee.
4. Lessor will issue, deliver and SWIFT MT760 copy of BG/SBLC to Lessee's bank for authentication & verification of the BG in favour of Lessee, not later than 5 banking days of confirmation of receipt of the lessee's conditional MT103/23 payment into the Lessor's bank account.
5. Within 1 banking day of confirmation of the Lessor's swift MT760 of BG/SBLC at Lessee's bankers, Lessee will release the payment by wire transfer into the Lessor's bank account and 5.% of the face value of the BG/SBLC as commission fees to the broker's bank accounts.
6. Within 7 banking days after confirmation of receipt of payment of the leasing fees and the commission fees, the Lessor will deliver the hard copy of the BG/SBLC to the Lessee's bank via bank bonded courier.
Should Lessee default to pay the leasing fees to the lessor and the brokers commission fees as agreed after 1 banking day of confirmation of BG/SBLC MT760 in lessee' s bank account, Lessor will instruct the issuing bank to put a claim on the BG / SBLC thereby forcing the Lessee's bankers to return the BG /SBLC MT760 to the issuing Bank.
NON-SOLICITATION
The Lessee hereby confirms and declares that the Lessor, its associates or representatives or any person or persons on its behalf has/have never ever solicited the Lessee, 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.
For and On behalf of the Lessee.
Mr.
Name:
Title: Chairman
Passport No:
Place of Issue:
Issue date:
Expiry date:
(inset lessee passport copy)
(PASSPORT PIC IN COLOR)
For and On behalf of Lessor.
-----------------------------------------
Name:
Passport #:
Nationality:
Date of Issue:
Date of Expiry:
Place of Issue:
(PASSPORT PIC IN COLOR)
The Lessor and Lessee agree to the following banking co-ordinates pertaining to the agreement herein above stated:-
LESSOR'S BANK CO-ORDINATES:
Bank
Address
Account Name
For Further Credit to
Account Number
SWIFT CODE
LESSEE'S BANK CO-ORDINATES for wire transfer all payment and received BG MT760 Face Value Euro 500 M:
Bank Name
Address
Account Name
Account Number
Account Holder
SWIFT CODE
Bank Tel
Bank Fax
Bank Officer
LESSEE'S BANK CO-ORDINATES for Received BG Face Value Euro 2 Billion:
Bank Name
Address
Account Name
Account Number
Account Holder
SWIFT CODE
Bank Tel
Bank Fax
Bank Officer I
(APPENDIX A)
Text BG/SBLC MT760 ,ICC 458
TO :
FROM :
BANK GUARANTEE NUMBER :
DATE : JUNE..........,2009
DATE OF EXPIRY : JULY ..........,2010
BENEFICIARY :
AMOUNT : Euro 500,000,000.00
We herewith open our Bank Guarantee Number: __________ as follows :
For value received by us, we The Hongkong and Shanghai Banking Corporation Limited, 8 Canada Square, London, E14 5HQ, UK hereby irrevocably and unconditionally without protest or notification promise to pay against this Bank Guarantee No._____in favour of XXXXXX as the Beneficiary for one year and one month on maturity date of July............,2010 the sum of Euro 500,000,000.00 (Euro Five Hundred Million) in the lawful currency of the United States of America 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 United Kingdom or any political subdivision or authority thereof or therein.
This 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 Guarantee's under ICC Publication No. 458
This is an operative instrument and no mail confirmation shall follow.
For and on behalf of THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
_____________________ _______________________
Authorized Signatory Authorized Signatory
Bank Officer Bank Officer
Title Title
(APPENDIX A)
Text BG/SBLC MT760 , ICC 458
TO :
FROM : THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
8 CANADA SQUARE, LONDON, E14 5HQ, UK
BANK GUARANTEE NUMBER :
DATE : JUNE..........,2009
DATE OF EXPIRY : JULY ..........,2010
BENEFICIARY :
AMOUNT : EURO 2,000,000,000.00
We herewith open our Bank Guarantee Number: __________ as follows :
For value received by us, we The Hongkong and Shanghai Banking Corporation Limited, 8 Canada Swuare, London, E14 5HQ, UK, hereby irrevocably and unconditionally without protest or notification promise to pay against this Bank Guarantee No._____in favour of XXXXXXXXXX, Hong Kong as the Beneficiary for one year and one month on maturity date of July............,2010 the sum of Euro 2,000,000,000.00 (Euro Two Billion) in the lawful currency of the United States of America 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 United Kingdom or any political subdivision or authority thereof or therein.
This 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 Guarantee's under ICC Publication No. 458
This is an operative instrument and no mail confirmation shall follow.
For and on behalf of : THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
_____________________ _______________________
Authorized Signatory Authorized Signatory
Bank Officer Bank Officer
Title Title
CLIENT INFORMATION DATA
Date : JUNE 5th ,2009
Client Signatory : MR.
Country of Residence :
Passport Number :
Issue/Expiry Dates :
City/State/Zip/Country :
Business Name :
Registered Office : ,
Tel/Fax :
Email :
Position :
BANKING INFORMATION :
Bank Name :
Bank Address :
Account Name :
Account ? :
Bank Officer :
Phone :
Fax :
SWIFT Code :
Beneficial Ownership of the Capital:
Is the Capital Owned Free & Clear? : Yes
We affirm under penalty of perjury that all information provided is true and that all beneficial owners of the entry capital have been disclosed.
For and on behalf of
XXXXX Company Limited
________________
Name: Mr.
Title:
Passport:
RESOLUTION OF THE BOARD OF DIRECTORS
A quorum of directors of XXX Company Limited (Hereinafter called the "Company") with its address: XXXXXXXXXXX attended in person or by telephone/video conference a Board of Directors meeting which was duly noticed and held on XX, XX , 2009. 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 Mr. XXXXX, holder of XXXX Passport No. XXXX as Company's Office In XXXXXXXXXXXXXXXXX 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 Mr. XXXXX, Chairman and authorized Signatory of the company, to arrange the leasing of Bank Instruments, in the amount of € Two Point Five Billion (€ 2,500,000,000.00).
RESOLUTION:
It is resolved that Mr. XXXXX, as Chairman and authorized Signatory of XXXXXXXX Company Limited 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. XXXXX is hereby authorized to pay/distribute on behalf of XXXXXXXXX Company Limited 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 XXXXXXXXX Company Limited.
RESOLUTION:
That Mr. XXXXX, as the Chairman 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 XX, XX, 2009
For and on behalf of the company
XXXXXXX Company Limited
Name: Mr.
Title: Chairman
Passport No:
Place of Issue:
Date of Issue:
FEE PROTECTION AGREEMENT.
Both Lessor and Lessee agree that the Lessee's and Lessor's agents are entitled to 5% of the BG/SBLC face value commission fees.
These commission fees will be shared 50/50 between the Lessor's and Lessee's agents 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 Lessee to the agents and intermediaries listed in this FPA by wire transfer simultaneously with the Lessee's payment of 8% of the face value of the BG/SBLC as leasing fee to the Lessor for every tranche and/or transaction of the Bank Guarantee (BG/SBLC ). The 4% broker 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 agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world.
5. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings.
This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention.
Each of the above parties agrees and understandd that any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process.
Both parties hereby agree that the agents and intermediaries referred to in this FPA shall be as follows:
Lessor's Agent:
To receive 1% of the face value of the BG as commission fees
Bank Account Details:
Paymaster Name: XXXX Law Group LLC
Paymaster Address:
Represented by:XXXX-Attoeney
Paymaster Account InformationThe XXXX Law Group Paymaster Account Information
Bank Name:
Bank Address:
Account Number:
Routing Number:
Swift Number:
Bank Tel:
Bank Fax:
Bank Officer: XXXX (Branch Manager)/XXXXX(Teller Manager)
Account Name: XXXX Law Group, Account
Beneficiary Paid :
REQUIRED MESSAGE :ALL TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE CLEAN AND CLEAR OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARIES BANK.
Lessee's Agents:
To receive 1% of the face value of the BG as commission fees
Account Name
Account Nature
Account Number
Sort Code
Bank Name
Bank Address
Bank Branch Code Number
Bank Telephone Number
Fax Number
Swift Code
Lessee's Agent Side:
Name : MR
To receive 1% of face value of the BG as commission fees :
BENEFICIARY NAME:
BANK NAME:
BANK ADDRESS:
ACCOUNT HOLDER:
SWIFT WIRING CODE:
BANK ACCOUNT NO:
BANK OFFICER NAME:
BANK TEL:
BANK FAX:
PASSPORT:
Required Message: ALL TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK."
SPECIAL INSTRUCTIONS: PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION RECEIPT TO MY EMAIL ADDRESS:
THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.
Lessee's Agent Side:
Name :
To receive 1% of face value of the BG as commission fees :
BENEFICIARY NAME:
BANK NAME:
BANK ADDRESS:
ACCOUNT HOLDER:
SWIFT WIRING CODE:
US DOLLAR BANK ACCNT NO:
BANK OFFICER NAME:
BANK TEL:
BANK FAX:
PASSPORT:
Required Message: ALL TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK."
SPECIAL INSTRUCTIONS: PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION RECEIPT TO MY EMAIL ADDRESS:
THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.
Lessee's Agent Side: No.3
Name :
To receive 1% of face value of the BG as commission fees :
BENEFICIARY NAME:
BANK NAME:
BRANCH:
BANK ADDRESS:
ACCOUNT HOLDER:
SWIFT WIRING CODE:
BANK ACCNT NO:
BANK OFFICER NAME:
BANK TEL:
BANK FAX:
PASSPORT:
Required Message: ALL TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY BENEFICIARY'S BANK."
SPECIAL INSTRUCTIONS: PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION RECEIPT TO MY EMAIL ADDRESS
THE ABOVE MENTIONED BENEFICIARY RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.
For and On behalf of the Lessee. For and On behalf of the Lessor
XXXX Company Limited
Name: Mr.
Passport No: Passport No:
Nationality: Nationality:
Date of Issue: Date of Issue:
Date of Expiry :
REMITTER IS KNOWN TO US.
THIS IS DONE WITH FULL BANKING RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT US.
For and On behalf of Lessor.
---------------------------------------------
Name:
Passport #:
Nationality:
Date of Issue:
Date of Expiry:
Place of Issue:
