NEW ISSUE (“FRESH CUT”) BANK GUARANTEE (BG) Fully Cash Backed/Bank Guarantee (Standard ICC format)

DESCRIPTION OF INSTRUMENTS


LETTER OF INTENT /MOU

Date:
To: W.B .

I, XXXXXXXXXXX, holder of Passport Number XXXXXXXX issued by XXXXXXX,hereby confirm with full legal and corporate responsibility, and under penalty of perjury, that we are ready willing and able to BUY with good, clean, clear and unencumbered funds of non-criminal origin through our banking source, Bank Guarantees, under the terms and conditions stated herein. Normal ethical standards shall apply.

BUYER’S FULL INFORMATION

Corporate Name:
Mailing Address:
Country:

Represented by:
Corporate Title:
Citizenship:
Passport No / Valid:




Hereinafter refered to as the ' Beneficiary', on one part, and

SELLER’S FULL INFORMATION

Corporate Name:
Mailing Address:
Country :

Represented by:
Corporate Title:
Citizenship:
Passport No / Valid:

Hereinafter refered to as the ‘Provider', on the other part, or if the Provider and the Beneficiary collectively, then hereinafter referred to as the ‘Parties’.

WHEREAS, the Beneficiary desires to receive a collateral facility from the Provider, in form of Bank Guarantee (BG) for the purpose to secure working capital and proper management of his daily business, and further confirms with full corporate and legal responsibility that sufficient funds are available to cover the costs of the said purchases.

WHEREAS, the Provider accepts Beneficiary’s application for the collateral facility, in form of BG, by issuing and transferring to the Beneficiary all its rights on BG Title and any other interest, plus further represents and warrants that it has the ability and resource to cause the issuance and arrange through associates, contracts and sources, with full corporate responsibility, such financial instrument(s) as required and as per terms mutually agreed herein. The Provider hereby declares, under full penalty of perjury, that each BG will be backed by good, clean, cleared, and of non-criminal origin cash funds, free and clear of all liens, encumbrances and any third party interests.

NOW THEREFORE, the Beneficiary has agreed to receive the instrument(s) at certain cost and the Provider has agreed to issue/deliver said instruments based on the following terms and conditions:

BANK INSTRUMENT PARTICULARS

Instruments: Fully Cash Backed/Bank Guarantee (Standard ICC format)
Age: Fresh Cut
Interest Rate: Zero Coupon
Term: One (1) years and One (1) day
Currency: Euro
Bank Menu: Top 25 Western European Banks
Amount: XXXX Euro with rolls & extensions ( 500 mil EUR and maybe !! more must confirm bank )
Invoice Price: XXXXXX (XX %) Percent of the Face Value
Intermediary Fees: Two Percent (2%) of Face Value payable by Buyer
First Tranche: Negotiable.
Subsequent tranches: As per agreed tranching schedule

Delivery: Issuing Bank sends PRE-ADVICE SWIFT MT-799/Buyer’s Bank sends ICBPO SWIFT MT-799/Issuing Bank sends instrument via SWIFT MT-760.
Hard copy of Instrument will be delivered to Buyer’s Bank via Bank Bonded courier within 7 banking days after receipt and authentication of payment.

Payment: Within 7 banking days after receipt and authentication of SWIFT MT-760, 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 submits Letter Of Intent (LOI) with full banking coordinates (there must be sufficient cash funds in this account), Enlarged 140% Colour copy of Passport , Client Information Sheet , Certificate of Incorporation (if applicable), Corporate Resolution (if applicable), Non-Solicitation Statement, and an Irrevocable Fee Protection Agreement .

2. After conducting due diligence, the Seller will countersign the LOI and return it to Buyer including details of the BG Issuing bank, and Seller’s Passport copy. This LOI automatically becomes a full commercial recourse contract. Both parties shall lodge the executed contract with their respective Banks and Buyer will pay swift transmission charge/fees.

3. Within three (2) banking days, the Seller’s Bank shall send a PRE-ADVICE SWIFT MT-799 to the Buyer’s Bank. (EXHIBIT A ) The PRE-ADVICE shall be valid for four (4) banking days only.

4. Within the same banking day, the Seller shall email a courtesy copy of the PRE-ADVICE SWIFT MT-799 to the Buyer for confirmation. Within three (3) banking days after authentication of the PRE-ADVICE SWIFT MT-799,the Buyer’s Bank shall reply and send a SWIFT MT-799 ICBPO ( EXHIBIT B ) to the Seller’s bank and a courtesy copy shall be sent to the Seller’s email.

5. Within three (3) banking days, after authentication of the Buyer’s SWIFT MT-799 ICBPO, the Seller’s BG Issuing Bank shall send the Bank Guarantee via SWIFT MT-760 to the Buyer’s Bank ( EXHIBIT C ) and a courtesy copy shall be sent to the Buyer’s email. The Buyer’s bank verifies and authenticate the BG sent via SWIFT MT-760.

6. Within three (3) banking days, after authentication of the BG sent via SWIFT MT-760, the Buyer shall send payment to the Seller via SWIFT MT-103 and concurrently pay Consultants commission fees of Two Percent of each tranche face value. Courtesy copies of the commission payments shall be sent to the respective consultants/beneficiaries and their paymasters.

7. Within seven (7) banking days after authentication of receipt of payment to the Seller, the Seller’s BG Issuing Bank shall send the hard copy of the BG to the Buyer’s Bank via Bank Bonded Courier.

8. All subsequent tranches will be based on the same procedures until collateral or funds become exhausted.

9. Any unauthorized calls by any party or its representative lawyers to probe or communicate in an improper way to bank(s) in this transaction shall be prohibited and contract terminated.

Should Buyer default to pay the fees to the Seller and the Intermediaries fees as agreed on this contract within the allowed number of days on authentication of SWIFT MT-760, the Seller shall instruct the BG Issuing Bank to put a claim on the BG thereby forcing the Buyer's Bank to return the BG SWIFT MT-760 to the issuing Bank.

SANCTIONS FOR NON PERFORMANCE
After this contract is signed by both Seller and Buyer, and copies exchanged electronically or otherwise by a delivery service, failure to follow the closing procedure in time and form herein is considered breach of this contract and puts the failing party in default position to pay a onetime penalty fee of 1% of the first tranche of the contract to the suffering Party.


SELLER‘S BANK COORDINATES
Bank Name
Bank Address
Account Holder
SWIFT Code
Account Number

Bank Tel
Bank secured fax
Bank officer #1
Bank officer #2



SELLER RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE HIS FEE.
(IT’S OUR BANK REGULATIONS AND PROCEDURE)


BUYER‘S BANKING COORDINATES
Bank Name
Bank Address
Account Holder

SWIFT Code
Account Number

Account Signatory Name
Bank Tel
Bank secured fax
Bank officer #1
Bank officer #2
Bank Email





IRREVOCABLE FEE PROTECTION AGREEMENT

Irrevocably and unconditionally, without protest, demand or delay, I, XXXXXXXXXXXXXXX as authorized signatory and XXXXXXXX(title) of XXXXXXXXXXXXX having Passport Number XXXXXXXXXX issued by XXXXXXXXXX promise and guarantee to pay consultancy fees of Two Percent (2%) of the face value of the instruments, for the benefit of the consultants being hereinafter called collectively the “beneficiaries” and individually a “Beneficiary”.

The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently with each payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in good, clean clear and unencumbered Euros/Dollars and delivered, via wire transfer, to your designated trust/bank account coordinates.

This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order” shall endure to the benefit of the beneficiaries and their respective heirs, administrators, successors and assigns, as the case may be, and shall be binding and enforceable upon us, our successors and assigns as the case may be, until this transaction, including any renewals, extensions and additions are fully completed.

This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original, legally enforceable document.

Generally recognized International Standards of Non Circumvention and Non-disclosure are applicable for a period of Five Years from the date of this document or the last date of the contract including any renewals, extensions and additions are fully completed and we agree to respect those.

We hereby declare that we are fully aware that the information received from you is in direct response to our request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of offering, and is intended for our general knowledge only. We hereby affirm, under penalty of perjury, that we have requested information from you and your organization by our choice and free will, and further that you have not solicited us in any way. Intermediaries are NOT Advisors of any kind.

Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or among the parties hereto. All taxes, federal, state or other are the independent responsibility of each of the parties hereto.

The above stated codes, (the seller’s code to be provided by the seller) and any other identification codes shall remain the same and shall not be changed until this transaction including any renewals, extensions and additions are fully completed and we agree to respect those. The transaction code may be amended only by agreement between all parties hereto. This transmission via facsimile will be accepted as an original and I confirm that I have authority to execute this Pay Order.

Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Two Percent (2%) of the face value of each and every tranche of this Bank Guarantee transaction, including any rolls or extensions, to be paid to the consultants/beneficiaries only:


########end


Instruments: NEW ISSUE (“FRESH CUT”) BANK GUARANTEE (BG) ICC 500 format
Term: ONE (1) YEAR AND ONE (1) DAY
Issuing Banks: 25 TOP European Bank
S&P RATED AAA WEB
Age: NEW ISSUE/FRESH CUT
Currency: EUROPEAN UNION CURRENCY - EURO (EUR)
Contract Amount: €10,000,000,000.00 (TEN BILLION EUROS) WITH ROLLS AND EXTENSIONS TO 50 BILLION EUROS
Invoice Price: (XX%) OF BG FACE VALUE
Coupon Rate: ZERO PERCENT (0.00%) COUPONS
Commission: TWO PERCENT (2%) OF BG FACE VALUE
First Tranche of BG: €500,000,000.00 (FIVE HUNDRED MILLION EUROS)
Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF DELIVERY
Settlement: SWIFT MT-103
Delivery: PRE-ADVICE BY SWIFT MT-799, FOLLOWED BY BG BY SWIFT MT-760, WITH HARD COPY TO BE DELIVERED VIA BANK-BONDED COURIER WITHIN SEVEN (7) BANKING DAYS UPON RECEIPT OF UNCONDITIONAL PAYMENT.

TRANSACTION PROCEDURES

1. RECEIVER SENDS LETTER OF INTENT (LOI) TO THE SENDER ATTACHED WITH COPIES OF SIGNATORY´S PASSPORT, COMPANY’S RESOLUTION AND CLIENT INFORMATION SHEET (CIS).

2. SENDER WITHIN TWO (2) INTERNATIONAL BANKING DAYS, COUNTERSIGNS LOI AND RETURNS IT BACK TO RECEIVER WITH DETAIL OF BG ISSUING BANK, COPY OF THE PASSPORT, ETC. , AND THIS LOI BECOMES AUTOMATICALLY A FULL COMMERCIAL RECOURSE CONTRACT, WHICH BOTH PARTIES SHALL LODGE WITH THEIR RESPECTIVE BANKS.

3. RECEIVER, WITHIN THREE (3) INTERNATIONAL BANKING DAYS, INSTRUCT HIS BANK TO SEND POF MT-799 (SEE EXHIBIT B ) OF XX % BG VALUE OF THE FIRST TRANCHE OF 500 MILLION EUROS TO THE SENDER’S PROVIDED RECEIVING BANK COORDINATES, WHICH COPY WILL BE ALSO PROVIDED TO SENDER VIA E-MAIL FOR THE VERIFICATION AND COMPLIANCE.

4. SENDER ´S BANK, WITHIN FIVE (5) INTERNATIONAL BANKING DAYS OF RECEIPT POF MT-799, ISSUES AND SENDS PRE-ADVICE SWIFT MT-799 (SEE EXHIBIT A) TO RECEIVER´S BANK, AND FOLLOWED BY BG VIA SWIFT MT-760 (SEE EXHIBIT C) TO RECEIVER´S BANK.

5. UPON RECEIPT OF BG VIA SWIFT MT-760, RECEIVER’S BANK VERIFIES, AND PAYS FOR THE BG WITHIN 72 BANKING HOURS, AND ADDITIONALLY PAYS OUT THE 2% CONSULTANCY FEES/COMMISSIONS, AS PER THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

6. SENDER’S BANK, WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF FULL PAYMENT, SENDS THE HARD COPY ORIGINAL BG TO RECEIVER’S BANK BY BANK-BONDED COURIER.

7. TRANCHES REPEAT FROM STEP 4. THE SAME PROCEDURE IS USED FOR ALL OTHER BG ISSUANCE, DELIVERY AND PAYMENT SETTLEMEN[/font]TS OF EACH TRANCHE.


Provider needs to qualify the Buyer with proof of credit line , or BCL or POF via MT 799

POF or BCL than seller send Mt 799 Pre Advice

Procedure for Credit Line :

1. RECEIVER SENDS LETTER OF INTENT (LOI) TO THE SENDER ATTACHED WITH COPIES OF SIGNATORY´S PASSPORT, COMPANY’S RESOLUTION AND CLIENT INFORMATION SHEET (CIS).

2. SENDER WITHIN TWO (2) INTERNATIONAL BANKING DAYS, COUNTERSIGNS LOI AND RETURNS IT BACK TO RECEIVER WITH DETAIL OF BG ISSUING BANK, COPY OF THE PASSPORT, ETC. , AND THIS LOI BECOMES AUTOMATICALLY A FULL COMMERCIAL RECOURSE CONTRACT, WHICH BOTH PARTIES SHALL LODGE WITH THEIR RESPECTIVE BANKS.

3. RECEIVER, WITHIN THREE (3) INTERNATIONAL BANKING DAYS, INSTRUCT HIS BANK TO SEND PROOF OF CREDIT LINE EXISTANCE THROUGH BANK LETTER OR BCL.

4. SENDER ´S BANK, WITHIN FIVE (5) INTERNATIONAL BANKING DAYS OF RECEIPT POF MT-799, ISSUES AND SENDS PRE-ADVICE SWIFT MT-799 (SEE EXHIBIT A) TO RECEIVER´S BANK, AND FOLLOWED BY BG VIA SWIFT MT-760 (SEE EXHIBIT C) TO RECEIVER´S BANK.

5. UPON RECEIPT OF BG VIA SWIFT MT-760, RECEIVER’S BANK VERIFIES, AND PAYS FOR THE BG WITHIN 72 BANKING HOURS, AND ADDITIONALLY PAYS OUT THE 2% CONSULTANCY FEES/COMMISSIONS, AS PER THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

6. SENDER’S BANK, WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF FULL PAYMENT, SENDS THE HARD COPY ORIGINAL BG TO RECEIVER’S BANK BY BANK-BONDED COURIER.

7. TRANCHES REPEAT FROM STEP 4. THE SAME PROCEDURE IS USED FOR ALL OTHER BG ISSUANCE, DELIVERY AND PAYMENT SETTLEMENTS OF EACH TRANCHE.