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BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
DEED OF AGREEMENT
Date:
To:
We, __(Name of Buyer)___ , represented by its President - Mr. __(Signatory Name)___, holder of
__(Country)__ passport Number: _____________ , do hereby confirm with full legal and corporate
responsibility, under penalty of perjury, that we are ready, willing and able to Lease with good,
clean, cleared a nd of non-criminal origins Euros, through our banking source the banking
instruments described below, derived from legal sources and of non-criminal origin.
DESCRIPTION OF INSTRUMENT:
Instruments: BANK GUARANTEES (BG), CASH-BACKED
Term: ONE (1) YEAR AND ONE (1) DAY
Issuing Bank: HSBC BANK LONDON
Age: NEW ISSUE/FRESH CUT
Currency: EUROPEAN UNION CURRENCY - EURO (EUR)
Contract Amount: EUR 000,000,000.00- (xxxxxxxxxxxxxx EUROS)
Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS
Coupon Rate: ZERO PERCENT (0.00%) COUPONS
Commission: TWO PERCENT (2%) OF FACE VALUE
First Tranche of BG: EUR 000,000,000.- (000000000000000 EUROS)
Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF DELIVERY
Settlement: BY SWIFT MT-103
Delivery: SWIFT MT-760, WITH HARD COPY TO BE DELIVERED VIA BANK-BONDED
COURIER WITHIN SEVEN (7) BANKING DAYS UPON RECEIPT OF UNCONDITIONAL PAYMENT.
PROCEDURE
1. LESSEE SENDS LETTER OF INTENT (LOI) TO THE SELLER ATTACHED WITH COPIES OF SIGNATORY´S
PASSPORT, COMPANY’S RESOLUTION AND CLIENT INFORMATION SHEET (CIS).
2. LESSOR WITHIN TWO (2) INTERNATIONAL BANKING DAYS, COUNTERSIGNS LOI AND RETURNS IT
BACK TO LESSEE 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. LESSEE, WITHIN TWO (2) INTERNATIONAL BANKING DAYS, INSTRUCT HIS BANK TO SEND SWIFT
MT799 BLOCK FUNDS FOR 30DAYS TO LESSOR’S PROVIDED RECEIVING BANK COORDINATES TO SHOW
LESSOR’S SIGNATURE 1/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
LESSEE CAPABILITY AND READINESS TO PROCEED WITH THE SIGNED CONTRACT, WHICH COPY WILL
BE ALSO PROVIDED TO LESSOR VIA E-MAIL FOR THE VERIFICATION AND COMPLIANCE.
4. WITHIN THREE (3) BANKING DAYS AFTER RECEIVED ABOVE SWIFT MT799 BLOCK FUND, LESSOR
WILL INSTRUCT HIS ISSUING BANK TO SEND TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT
WITH FULL BANK RESPONSIBILITY, A PRE-ADVICE VIA SWIFT MT799 STATING CAPABILITY OF
DELIVERY OF THE BANK GUARANTEE BY SWIFT MT760. (LESSOR SHALL PROVIDE A COPY OF SAID
MT99 PRE-ADVICE TO LESSEE FOR TRACING
5. WITHIN THREE (3) BANKING DAYS LESSOR’S ISSUING BANK THEN ISSUES AND SENDS THE BG VIA
SWIFT MT760 TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT. (LESSOR’S SHALL PROVIDE A
COPY OF SAID MT760 TO LESSEE FOR TRACING).
6. LESSEE’S BANK VERIFIES, AND PAYS FOR THE BG WITHIN SEVEN (7) BANKING DAYS, AND
ADDITIONALLY PAYS OUT THE 2% CONSULTANCY FEES/COMMISSIONS, AS PER THE IRREVOCABLE
MASTER FEE PROTECTION AGREEMENT (IMFPA)
7. LESSOR’S BANK, WITHIN THREE (3) BANKING DAYS OF RECEIPT OF FULL INVOICE PAYMENT, SENDS
THE HARD COPY ORIGINAL BG TO LESSEE’S BANK BY BANK-BONDED COURIER.
8. THE SAME PROCEDURE IS USED FOR ALL OTHER BG ISSUANCE, DELIVERY AND
PAYMENT SETTLEMENTS
7. 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.
8. This Deed of Agreement is a full recourse commercial commitment governed by the Law of the
jurisdiction that both parties reside and standards under ICC Regulation.
SPECIAL CONDITIONS:
Any unauthorized calls to banks, by any party or its representative lawyer, to probe or communicate
on in an improper way in this transaction is prohibited and will result contract to be terminated
immediately.
This Letter of Intent is a full recourse commercial commitment governed by the Law of the jurisdiction
that both parties reside and standards under ICC Regulation.
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
LESSOR’S SIGNATURE 2/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
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.
BANKING COORDINATES OF THE PARTIES
RECIEVER’S BANKING COORDINATES
Bank name :
Bank address :
Bank officer :
Bank tel :
Bank fax :
Bank e-mail :
Bank Sort Code :
BIC / SWIFT code :
Account name :
IBAN / Account number :
SELLER´S BG ISSUING BANK CO-ORDINATES:
Bank Name :HSBC BANK LONDON
Bank Address :8 CANADA SQUARE CANARYWHARF, E14 5HQ
LONDON, UNITED KINGDOM
Bank Officer :MR.PETER J. REID
Bank Tel : +442033895488
Bank Fax : +442030958888
Bank E-mail :NIL
BIC / SWIFT code :MIDLGB22
Account Name :ADVANCE FINANCE LIMITED
Account Number : 01972638
LESSOR’S SIGNATURE 3/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
SELLER’S RECEIVING BANK COORDINATE TO RECEIVE 6% AND MT799 BLOCK FUND
Bank Name : METRO BANK PLC
Bank Address :ONE SOUTHAMPTON ROW, LONDON, WC1A 5HA,
UNITED KINGDOM
Bank Officer :MR.CHRISTOPHER BRINDLEY
Bank Tel : +44 020 7449 9009
Bank Fax :NIL
IBAN : GB69MYMB23058015276387
Bank Sort Code :230580
BIC / Code :MYMBGB2L
Swift Code : MYMBGB2LXXX
Account Name : ULTIMATE ELITE LIMITED
Account Number : 15276387
PROVIDER RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS TO RECEIVE HIS PAYMENT.
(IT’S OUR BANK REGULATIONS AND PROCEDURE).
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/contract.
CONDITIONS:
This Agreement shall remain valid and in full force, subject to not being signed by both
parties, for ten (10) calendar days only. This transaction must be fully completed within the
period of three (3) months of signing this Contract by both Parties.
ARBITRATION:
The Parties agree to settle any dispute arising between them on an amicable manner. In the event
of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC office in
Geneva, Switzerland, by three arbitrary appointed in accordance with ICC rules.
ASSIGNMENT:
Neither Party may assign or delegate its interest or duties without prior written consent of the
other Party.
SEVERABILITY:
In the event that one of the articles or addendum of this Agreement is considered void and
enforceable, the whole Agreement is considered enforceable and shall cease to exist. The Parties, in
LESSOR’S SIGNATURE 4/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
good faith, shall negotiate with any possible correction to the above in order to prevent the
dissolution of the entire Agreement.
AGREEMENT EXECUTION:
Each party to this Agreement represent that it has Full Legal Authority to execute this Agreement
and agree to be bound by the Terms and Conditions set forth herein, as well as that this Agreement
may be executed simultaneously by and between the Parties via E-mail and/or facsimile
Transmission, which should be all deemed as Original. Any statements made herein by either party
are all made under penalty of perjury.
FORCE MAJEURE:
Neither Party to this Agreement shall be responsible for breach of Contract caused by an act of
God, civil insurrections, military war operation or any local emergency. The Parties hereby accept
the International provision of the “FORCE MAJEURE” as defined by ICC 458, Publications, whichever
relates and applies to the issuance of Bank Guarantee(s).
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 Agreement/Contract will be effective equal as an
agreement. Each party holds one of the effective Agreement/Contract. By their execution below,
the parties hereto agree to the general terms and conditions herein and warrant onto the other the
entire agreement between parties.
AGREED, ACCEPTED AND SIGNED THIS 26 SEPTEMBER 2015
FOR AND ON BEHALF OF RECEIVER : _________________
Signed by : --------------------------------------------------------
Signatory Name: ______________________________
Corporate Title: ______________________________
Passport #: ______________________________
LESSOR’S SIGNATURE 5/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
AGREED, ACCEPTED AND SIGNED THIS 26 SEPTEMBER 2015
FOR AND ON BEHALF OF PROVIDER: ADVANCE FINANCE LIMITED
Signed by : --------------------------------------------------------
Signatory Name:MR.KIM ISAAC CHONG
Corporate Title:PRESIDENT
Passport #:505646972
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & PAY ORDER
Dated: …..,…….., 2014
DESCRIPTION OF INSTRUMENT
Instruments: BANK GUARANTEES (BG), CASH-BACKED
Term: ONE (1) YEAR AND ONE (1) DAY
Issuing Banks: HSBC BANK LONDON
Age: NEW ISSUE/FRESH CUT
Currency: EUROPEAN UNION CURRENCY - EURO (EUR)
LESSOR’S SIGNATURE 6/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Contract Amount: EUR 000,000,000.00.- (xxxxxxxxxx EUROS)
Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS
Coupon Rate: ZERO PERCENT (0.00%) COUPONS
Commission: TWO PERCENT (2%) OF FACE VALUE
First Tranche of BG: EUR 000,000,000.- (XXXXXXXXXXXXXXXX EUROS)
Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF DELIVERY
Settlement: BY 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.
We, __(Buyer´s Name)___ , represented by its President - Mr. ___________ , holder of __(Country)___
passport No.: ___________ (Hereinafter referred to as the “Payor”), acting with full corporate authority
and responsibility, hereby irrevocably and unconditionally, without protest or notification, without
prejudice, recourse, or delay guarantee to pay the fee entitled to the beneficiaries listed on this
document, via wire transfer, at the time of settlement of each and every tranche of the transaction.
This Fee Agreement is our irrevocable pay order to the intermediaries, is and shall remain a non-
separable part of the contract between the buyer and the seller.
We confirm that upon the execution of this “Fee Protection Agreement” this document is our
Irrevocable Pay order. This Agreement-Pay Order shall be lodged in our transaction bank, and as the
lodgment confirmation, a copy of the same document will be forwarded by the Paying Bank to
Seller´s bank and each beneficiaryy group´s Master Paymaster banking coordinates by SWIFT MT-799
for the compliance, which is done at the same time when making the Invoice settlement payment for the
BG. This pay order shall remain in effect until this transaction, including any renewals,
extensions and additions are fully completed.
In recognition for the services rendered towards the completion of the contractual formalities and
the commencement of the above referenced transaction, we the undersigned Payor, hereby
irrevocably and unconditionally, without protest, demand or delay, guarantee and promise to pay
consultancy fees of two Percent (2.0%) of the face value of each instrument, for the benefit of the
consultant groups ( hereinafter called collectively the “beneficiaries”) representing Master
Paymaster account.
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 of non-criminal origin Euro-funds, unencumbered and
delivered via SWIFT wire transfer to each below designated Master Paymaster account.
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-
Pay Order” shall ensure 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.
LESSOR’S SIGNATURE 7/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
This Fee Agreement-Pay Order, if transmitted by facsimile, 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 (5) years, from the last date of this contract, including any renewals,
extensions and additions, which 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 a l s o 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.
We 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, we hereby declare, we are not
licensed brokers nor government employees and understand neither are you or your organization.
We mutually agree that this private placement transaction is exempt from the Securities Act and is
not intended for the general public and all materials are for our “PRIVATE USE ONLY”.
Intermediaries are NOT Advisors of any kind.
All negotiations 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 are considered introducers and held harmless from any legal actions
brought on by either party. 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 transaction codes, as well as other identification and security codes, shall all remain the
same and shall not be changed until this transaction, including any renewals, extensions and
additions, is(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 or electronically via e-mail is accepted as an original, and I confirm that I
have the full authority to execute this Pay Order.
LESSOR’S SIGNATURE 8/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
This Irrevocable Fee Protection/Pay Order for Consultancy Fees of the face value of each and every
tranche/instrument settled of this transaction, including any rolls or extensions, to be shared equally
as follows:
LESSEE´S SIDE / MASTER PAYMASTER NO.1:
BANK NAME
BANK ADDRESS
BANK OFFICER NAME
BANK OFFICER E-
MAIL
BANK TELEPHONE
BANK A/C NAME LESSEE´S MANDATE GROUP
IBAN/A/C NO. (EUR)
BIC / SWIFT CODE
FEE SIZE
SPECIAL WIRE
INSTRUCTIONS
PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE
TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO:
_____________________, IMMEDIATELY UPON TRANSFER/PAYMENT
SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE
TRANSACTION CODES, AS PER THE CONTRACT.
REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS
KNOWN TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH
FULL BANK RESPONSIBILITY AND OUR COMPLIANCE HAS
CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT COMPLIES FULLY
WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.”
LESSOR’S SIDE / MASTER PAYMASTER NO.2:
BANK NAME
BANK ADDRESS
BANK OFFICER NAME
BANK OFFICER E-MAIL
BANK TELEPHONE
BANK A/C NAME
IBAN/A/CNO.
BIC / SWIFT CODE
FEE SIZE
SPECIAL WIRE
INSTRUCTIONS
PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE
TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO:
_____________________, IMMEDIATELY UPON TRANSFER/PAYMENT
SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE
TRANSACTION CODES, AS PER THE CONTRACT.
REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS
KNOWN TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH
LESSOR’S SIGNATURE 9/16 LESSEE’S SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
FULL BANK RESPONSIBILITY AND OUR COMPLIANCE HAS
CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT COMPLIES FULLY
WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.”
This Agreement/Irrevocable Corporate Payment Order and the payment of commissions herein are
subject to the International Chamber of Commerce (ICC) rules and regulations, and the ICC Arbitration
Act as adopted by the ICC office in Geneva, Switzerland, by three arbitrary appointees in accordance
with the 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 are irrevocable, divisible
and unconditional, and may be assigned only by each beneficiaries group representing Master
Paymaster 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 same force as the signed original. The Agreement and Irrevocable Corporate Payment
Order are valid when commencement of the above-referenced transaction takes place and shall
remain valid and enforceable for the full term of the said transaction, including any new agreement
between the Buyer and Seller and/or their assigns.
Each Master Paymaster reserve the right to change its bank coordinates stated herein, at any time, by
sending a simple written notification letter to the Payer and attaching a new receiving bank´s
coordinates. Upon execution of this Agreement and the final LOI/CONTRACT, and prior to or
simultaneously with the first transaction/tranche, we guarantee that this Irrevocable Master Fee
Protection Agreement (IMFPA) and Corporate Payment Order will be lodged with our
transaction/paying bank for the compliance, which will be instructed to provide to each Master
Paymaster´s group by e-mail or telefax with SWIFT copies of the related payment instructions upon the
closing of each and every transaction of the above referenced transaction.
LESSEE’S PAYING BANK COORDINATES
BANK NAME
BANK ADDRESS
BANK OFFICER NAME
BANK OFFICER E-MAIL
BANK TELEPHONE
BANK FACSIMILE
BANK A/C NAME
IBAN/A/C NO. (EUR)
BANK SORT CODE
BIC / SWIFT CODE
LESSOR’S SIGNATURE 10/16 LESSEE’S
SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
In the event that the transaction was not performed or only performed in part, the paymasters or
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 (IMFPA) will therefore automatically become null and
void.
AGREED, ACCEPTED AND SIGNED THIS 26 SEPTEMBER 2015
FOR AND ON BEHALF OF BUYER
Signed by : --------------------------------------------------------
Signatory Name: ______________________________
Corporate Title: ______________________________
Passport #: ______________________________
CONDITIONAL SWIFT MT103-23 WIRE FOTMAT
TO:
BankName:
Address:
Account
Name:
AccountNumber:
SWIFTCODE:
Bank Officer
LESSOR’S SIGNATURE 11/16 LESSEE’S
SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
name:
TEL:
FAX:
FROM:
BankOfficer:
PhoneNumber:
FaxNumber:
S.W.I.F.T.:
AccountNumber:
Account Holder:
BY THE ORDER OF:
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE:
WE, ISSUING BANK ,ADDRESS OF THE BANK, ON BEHALF OF OUR CLIENT..........................HOLDING A BANK
ACCOUNT NUMBER ................,HEREBY PRESENT OUR IRREVOCABLE TRANSFERABLE AND CALLABLE CASH
BACKED SWIFT WIRE TRANSFER MT799CONDITIONAL IN YOUR FAVOR FOR THE ACCOUNT OF
XXXXXXXXXXXXXXXXXX AND ACCOUNT NUMBER XXXXXXXXXXXXXXX.IN THE AMOUNT OF
xxxxxxxxxxxxxxxx COMMUNITY CURRENCY (EURO00, 000,000.00).
THIS SWIFT IS CONDITIONAL UPON OUR ACCEPTING THE SWIFT MT103 OF THE SAID BANK
INSTRUMENTS.WE HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT UPON RECEIPT OF THE
DELIVERED INSTRUMENTS ,WE WILL IRREVOCABLY REMIT TO YOU ,IMMEDIATELY WITHIN 3 (THREE )
BANKING DAY, IN FAVOR OF OUR CLIENT :XXXXXXXXXXXXXX ,THE SUM OF EURO
00,000,000.00(xxxxxxxxxxx EURO).
WE HEREBY CONFIRM THAT FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON -CRIMINAL ORIGIN
AND FROM A LEGAL SOURCE.THIS IRREVOCABLE SWIFT IS A BINDING FULLY PERFORMED DUE BILL AND
IS IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT.
THIS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE SWIFT
WIRE IS VALID FOR TEN (10) BANKING DAYS FROM NOVEMBER-----------------UNTIL NOVEMBER....................
00:00HRS CENTRAL EUROPEAN TIME.
THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT
RELATES TO BANK CREDIT INSTRUMENTS.
EMAIL CONFIRMATION WILL NOT FOLLOW
___________________________ ______________________________
BANKOFFICER BANKOFFICER
NAME TITLE NAME TITLE
LESSOR’S SIGNATURE 12/16 LESSEE’S
SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
SPECIMEN VERBIAGE OF SWIFT MT-799 PRE-ADVICE (TO BE SENT BANK-TO-BANK BY SWIFT)
TO: XXXXXXXXXXXXXXXXXX
SWIFT CODE: ____________
ATTN: (NAME OF BANK OFFICER)___
QUOTE:
PLEASE ADVISE YOUR CLIENT - ___
(NAME OF BUYER)___ ,
IBAN: GB_______________
TRANSACTION REFERENCE:
TRANSACTION CODE: ___________________
SELLER´S CODE: ___________________
BUYER´S CODE: ___________________
CONTRACT NUMBER: ___________________
WE, XXXXXXXXXXXX, ADDRESS AT __________________ LONDON, UNITED KINGDOM, HEREBY IRREVOCABLY
CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER FIFTY (50)
BANK GUARANTEES (BG) ON BEHALF OF OUR CLIENT - ___(SELLER´S NAME)___ , IN THE TOTAL AMOUNT
OF EUR 00,000,000,000.- (00000000000000 EUROS ONLY) AND EUR 000,000,000.- (00000000000
EUROS) EACH, AS PER CONTRACT SCHEDULE OF DELIVERY AND IN FAVOUR OF YOUR CLIENT -
___(NAME OF BUYER)___ FOR ACCOUNT # _____________________ / IBAN: GB_____________________ .
THIS SWIFT MESSAGE IS VERIFIABLE ON A BANK-TO-BANK BASIS, WHICH DELIVERY SCHEDULE SHALL
BE ACTIVATED WITHIN TWO (2) BANKING DAYS AFTER RECEIPT OF INVOICE CLEARANCE FROM OUR
CLIENT, FOR INSURANCE AND BANK HANDLING/TRANSMISSION CHARGES, AS WELL AS AFTER YOUR
BANK ACCEPTANCE TO RECEIVE THESE BANK GUARANTEES AND CONFIRMATION THAT YOUR CLIENT
´S EUR 10,000,000,000 FUNDS ARE RESERVED IN FAVOUR OF OUR CLIENT TO GUARANTEE THE
SETTLEMENT PAYMENT AS PER THE FOLLOWING DELIVERY SCHEDULE:
THERE WILL BE NO LIENS AND ENCUMBRANCES ON THESE INSTRUMENTS WHICH SHALL BE ALL
DELIVERED TO YOUR BANK AND AVAILED VIA SWIFT M-760, AND THE EXACT FORMAT OF EACH BANK
GUARANTEE SHALL BE AS FOLLOWS:
BANK GUARANTEE NUMBER :
PLACE OF ISSUE :
DATE OF ISSUE :
MATURITY DATE :
LESSOR’S SIGNATURE 13/16 LESSEE’S
SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
CUSIP NO :
ISIN NO :
CURRENCY : EUROS (EUR)
FACE AMOUNT : EUR 000,000,000.00 (XXXXXXXXXXX EUROS)
BENEFICIARY NAME :
FOR VALUE RECEIVED, WE, ___(NAME OF ISSUING BANK)___ , AT ___(FULL BANK ADDRESS)__________________,
HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND NEGOTIABLE BANK GUARANTEE NO:
________________ IN FAVOUR OF THE BENEFICIARY AND FOR THE AMOUNT OF XXXXXXXXXXXX EUROS (EUR
000,000,000.00) ONLY, VALID FOR ONE (1) YEAR AND ONE (1) DAY AND DUE FOR PAYMENT AT
MATURITY ON ___(1 YEAR + 1 DAY FROM THE DATE OF ISSUE)___ .
WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BANK
GUARANTEE AT MATURITY, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF
XXXXXXXXXXX EUROS (EUR 000,000,000.00) TO THE ORDER OF THE BENEFICIARY - ___(NAME OF
BUYER)___, 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 __, 2013.
THIS BANK GUARANTEE IS CONSTRUED, GOVERNED BY AND ISSUED IN ACCORDANCE WITH THE
RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF
COMMERCE (ICC), PARIS, FRANCE, PUBLICATION 500, LATEST REVISION.
THIS SWIFT MESSAGE IS OUR VALID AND OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL
FOLLOW. ALL ISSUING BANK CHARGES ARE FOR THE ACCOUNT OF ITS APPLICANT.
FOR AND ON BEHALF: HSBC BANK PLC
--------------------------------- ----------------------------------
AUTHORISED BANKER (1) (2)AUTHORISED BANKER
NAME, TITLE & PIN CODE NAME, TITLE & PIN CODE
LESSOR’S SIGNATURE 14/16 LESSEE’S
SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
CLIENT INFORMATION SHEET
Dated: -------, 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:
LESSOR’S SIGNATURE 15/16 LESSEE’S
SIGNATURE
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
f) Bank Officer Address:
g) Bank Telephone Number:
h) Bank Facsimile Number:
LESSEE’S PASSPORT COPY
LESSOR’S PASSPORT COPY
LESSOR’S SIGNATURE 16/16 LESSEE’S
SIGNATURE

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DOA LEASE 6+2...

  • 1. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : DEED OF AGREEMENT Date: To: We, __(Name of Buyer)___ , represented by its President - Mr. __(Signatory Name)___, holder of __(Country)__ passport Number: _____________ , do hereby confirm with full legal and corporate responsibility, under penalty of perjury, that we are ready, willing and able to Lease with good, clean, cleared a nd of non-criminal origins Euros, through our banking source the banking instruments described below, derived from legal sources and of non-criminal origin. DESCRIPTION OF INSTRUMENT: Instruments: BANK GUARANTEES (BG), CASH-BACKED Term: ONE (1) YEAR AND ONE (1) DAY Issuing Bank: HSBC BANK LONDON Age: NEW ISSUE/FRESH CUT Currency: EUROPEAN UNION CURRENCY - EURO (EUR) Contract Amount: EUR 000,000,000.00- (xxxxxxxxxxxxxx EUROS) Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS Coupon Rate: ZERO PERCENT (0.00%) COUPONS Commission: TWO PERCENT (2%) OF FACE VALUE First Tranche of BG: EUR 000,000,000.- (000000000000000 EUROS) Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF DELIVERY Settlement: BY SWIFT MT-103 Delivery: SWIFT MT-760, WITH HARD COPY TO BE DELIVERED VIA BANK-BONDED COURIER WITHIN SEVEN (7) BANKING DAYS UPON RECEIPT OF UNCONDITIONAL PAYMENT. PROCEDURE 1. LESSEE SENDS LETTER OF INTENT (LOI) TO THE SELLER ATTACHED WITH COPIES OF SIGNATORY´S PASSPORT, COMPANY’S RESOLUTION AND CLIENT INFORMATION SHEET (CIS). 2. LESSOR WITHIN TWO (2) INTERNATIONAL BANKING DAYS, COUNTERSIGNS LOI AND RETURNS IT BACK TO LESSEE 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. LESSEE, WITHIN TWO (2) INTERNATIONAL BANKING DAYS, INSTRUCT HIS BANK TO SEND SWIFT MT799 BLOCK FUNDS FOR 30DAYS TO LESSOR’S PROVIDED RECEIVING BANK COORDINATES TO SHOW LESSOR’S SIGNATURE 1/16 LESSEE’S SIGNATURE
  • 2. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : LESSEE CAPABILITY AND READINESS TO PROCEED WITH THE SIGNED CONTRACT, WHICH COPY WILL BE ALSO PROVIDED TO LESSOR VIA E-MAIL FOR THE VERIFICATION AND COMPLIANCE. 4. WITHIN THREE (3) BANKING DAYS AFTER RECEIVED ABOVE SWIFT MT799 BLOCK FUND, LESSOR WILL INSTRUCT HIS ISSUING BANK TO SEND TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT WITH FULL BANK RESPONSIBILITY, A PRE-ADVICE VIA SWIFT MT799 STATING CAPABILITY OF DELIVERY OF THE BANK GUARANTEE BY SWIFT MT760. (LESSOR SHALL PROVIDE A COPY OF SAID MT99 PRE-ADVICE TO LESSEE FOR TRACING 5. WITHIN THREE (3) BANKING DAYS LESSOR’S ISSUING BANK THEN ISSUES AND SENDS THE BG VIA SWIFT MT760 TO LESSEE’S DESIGNATED BANK RECEIVING ACCOUNT. (LESSOR’S SHALL PROVIDE A COPY OF SAID MT760 TO LESSEE FOR TRACING). 6. LESSEE’S BANK VERIFIES, AND PAYS FOR THE BG WITHIN SEVEN (7) BANKING DAYS, AND ADDITIONALLY PAYS OUT THE 2% CONSULTANCY FEES/COMMISSIONS, AS PER THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) 7. LESSOR’S BANK, WITHIN THREE (3) BANKING DAYS OF RECEIPT OF FULL INVOICE PAYMENT, SENDS THE HARD COPY ORIGINAL BG TO LESSEE’S BANK BY BANK-BONDED COURIER. 8. THE SAME PROCEDURE IS USED FOR ALL OTHER BG ISSUANCE, DELIVERY AND PAYMENT SETTLEMENTS 7. 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. 8. This Deed of Agreement is a full recourse commercial commitment governed by the Law of the jurisdiction that both parties reside and standards under ICC Regulation. SPECIAL CONDITIONS: Any unauthorized calls to banks, by any party or its representative lawyer, to probe or communicate on in an improper way in this transaction is prohibited and will result contract to be terminated immediately. This Letter of Intent is a full recourse commercial commitment governed by the Law of the jurisdiction that both parties reside and standards under ICC Regulation. 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 LESSOR’S SIGNATURE 2/16 LESSEE’S SIGNATURE
  • 3. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : 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. BANKING COORDINATES OF THE PARTIES RECIEVER’S BANKING COORDINATES Bank name : Bank address : Bank officer : Bank tel : Bank fax : Bank e-mail : Bank Sort Code : BIC / SWIFT code : Account name : IBAN / Account number : SELLER´S BG ISSUING BANK CO-ORDINATES: Bank Name :HSBC BANK LONDON Bank Address :8 CANADA SQUARE CANARYWHARF, E14 5HQ LONDON, UNITED KINGDOM Bank Officer :MR.PETER J. REID Bank Tel : +442033895488 Bank Fax : +442030958888 Bank E-mail :NIL BIC / SWIFT code :MIDLGB22 Account Name :ADVANCE FINANCE LIMITED Account Number : 01972638 LESSOR’S SIGNATURE 3/16 LESSEE’S SIGNATURE
  • 4. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : SELLER’S RECEIVING BANK COORDINATE TO RECEIVE 6% AND MT799 BLOCK FUND Bank Name : METRO BANK PLC Bank Address :ONE SOUTHAMPTON ROW, LONDON, WC1A 5HA, UNITED KINGDOM Bank Officer :MR.CHRISTOPHER BRINDLEY Bank Tel : +44 020 7449 9009 Bank Fax :NIL IBAN : GB69MYMB23058015276387 Bank Sort Code :230580 BIC / Code :MYMBGB2L Swift Code : MYMBGB2LXXX Account Name : ULTIMATE ELITE LIMITED Account Number : 15276387 PROVIDER RESERVES THE RIGHT TO USE ANY OF HIS BANK ACCOUNTS TO RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE). 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/contract. CONDITIONS: This Agreement shall remain valid and in full force, subject to not being signed by both parties, for ten (10) calendar days only. This transaction must be fully completed within the period of three (3) months of signing this Contract by both Parties. ARBITRATION: The Parties agree to settle any dispute arising between them on an amicable manner. In the event of failure to an amicable settlement, the Parties agree to submit any irreconcilable to ICC office in Geneva, Switzerland, by three arbitrary appointed in accordance with ICC rules. ASSIGNMENT: Neither Party may assign or delegate its interest or duties without prior written consent of the other Party. SEVERABILITY: In the event that one of the articles or addendum of this Agreement is considered void and enforceable, the whole Agreement is considered enforceable and shall cease to exist. The Parties, in LESSOR’S SIGNATURE 4/16 LESSEE’S SIGNATURE
  • 5. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : good faith, shall negotiate with any possible correction to the above in order to prevent the dissolution of the entire Agreement. AGREEMENT EXECUTION: Each party to this Agreement represent that it has Full Legal Authority to execute this Agreement and agree to be bound by the Terms and Conditions set forth herein, as well as that this Agreement may be executed simultaneously by and between the Parties via E-mail and/or facsimile Transmission, which should be all deemed as Original. Any statements made herein by either party are all made under penalty of perjury. FORCE MAJEURE: Neither Party to this Agreement shall be responsible for breach of Contract caused by an act of God, civil insurrections, military war operation or any local emergency. The Parties hereby accept the International provision of the “FORCE MAJEURE” as defined by ICC 458, Publications, whichever relates and applies to the issuance of Bank Guarantee(s). 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 Agreement/Contract will be effective equal as an agreement. Each party holds one of the effective Agreement/Contract. By their execution below, the parties hereto agree to the general terms and conditions herein and warrant onto the other the entire agreement between parties. AGREED, ACCEPTED AND SIGNED THIS 26 SEPTEMBER 2015 FOR AND ON BEHALF OF RECEIVER : _________________ Signed by : -------------------------------------------------------- Signatory Name: ______________________________ Corporate Title: ______________________________ Passport #: ______________________________ LESSOR’S SIGNATURE 5/16 LESSEE’S SIGNATURE
  • 6. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : AGREED, ACCEPTED AND SIGNED THIS 26 SEPTEMBER 2015 FOR AND ON BEHALF OF PROVIDER: ADVANCE FINANCE LIMITED Signed by : -------------------------------------------------------- Signatory Name:MR.KIM ISAAC CHONG Corporate Title:PRESIDENT Passport #:505646972 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) & PAY ORDER Dated: …..,…….., 2014 DESCRIPTION OF INSTRUMENT Instruments: BANK GUARANTEES (BG), CASH-BACKED Term: ONE (1) YEAR AND ONE (1) DAY Issuing Banks: HSBC BANK LONDON Age: NEW ISSUE/FRESH CUT Currency: EUROPEAN UNION CURRENCY - EURO (EUR) LESSOR’S SIGNATURE 6/16 LESSEE’S SIGNATURE
  • 7. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : Contract Amount: EUR 000,000,000.00.- (xxxxxxxxxx EUROS) Lease rate: 6% OF FACE VALUE OF EACH BG + COMMISSIONS Coupon Rate: ZERO PERCENT (0.00%) COUPONS Commission: TWO PERCENT (2%) OF FACE VALUE First Tranche of BG: EUR 000,000,000.- (XXXXXXXXXXXXXXXX EUROS) Subsequent Tranches: TO BE MUTUALLY AGREED UPON, AS PER SCHEDULE OF DELIVERY Settlement: BY 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. We, __(Buyer´s Name)___ , represented by its President - Mr. ___________ , holder of __(Country)___ passport No.: ___________ (Hereinafter referred to as the “Payor”), acting with full corporate authority and responsibility, hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee to pay the fee entitled to the beneficiaries listed on this document, via wire transfer, at the time of settlement of each and every tranche of the transaction. This Fee Agreement is our irrevocable pay order to the intermediaries, is and shall remain a non- separable part of the contract between the buyer and the seller. We confirm that upon the execution of this “Fee Protection Agreement” this document is our Irrevocable Pay order. This Agreement-Pay Order shall be lodged in our transaction bank, and as the lodgment confirmation, a copy of the same document will be forwarded by the Paying Bank to Seller´s bank and each beneficiaryy group´s Master Paymaster banking coordinates by SWIFT MT-799 for the compliance, which is done at the same time when making the Invoice settlement payment for the BG. This pay order shall remain in effect until this transaction, including any renewals, extensions and additions are fully completed. In recognition for the services rendered towards the completion of the contractual formalities and the commencement of the above referenced transaction, we the undersigned Payor, hereby irrevocably and unconditionally, without protest, demand or delay, guarantee and promise to pay consultancy fees of two Percent (2.0%) of the face value of each instrument, for the benefit of the consultant groups ( hereinafter called collectively the “beneficiaries”) representing Master Paymaster account. 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 of non-criminal origin Euro-funds, unencumbered and delivered via SWIFT wire transfer to each below designated Master Paymaster account. This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement- Pay Order” shall ensure 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. LESSOR’S SIGNATURE 7/16 LESSEE’S SIGNATURE
  • 8. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : This Fee Agreement-Pay Order, if transmitted by facsimile, 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 (5) years, from the last date of this contract, including any renewals, extensions and additions, which 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 a l s o 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. We 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, we hereby declare, we are not licensed brokers nor government employees and understand neither are you or your organization. We mutually agree that this private placement transaction is exempt from the Securities Act and is not intended for the general public and all materials are for our “PRIVATE USE ONLY”. Intermediaries are NOT Advisors of any kind. All negotiations 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 are considered introducers and held harmless from any legal actions brought on by either party. 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 transaction codes, as well as other identification and security codes, shall all remain the same and shall not be changed until this transaction, including any renewals, extensions and additions, is(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 or electronically via e-mail is accepted as an original, and I confirm that I have the full authority to execute this Pay Order. LESSOR’S SIGNATURE 8/16 LESSEE’S SIGNATURE
  • 9. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : This Irrevocable Fee Protection/Pay Order for Consultancy Fees of the face value of each and every tranche/instrument settled of this transaction, including any rolls or extensions, to be shared equally as follows: LESSEE´S SIDE / MASTER PAYMASTER NO.1: BANK NAME BANK ADDRESS BANK OFFICER NAME BANK OFFICER E- MAIL BANK TELEPHONE BANK A/C NAME LESSEE´S MANDATE GROUP IBAN/A/C NO. (EUR) BIC / SWIFT CODE FEE SIZE SPECIAL WIRE INSTRUCTIONS PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO: _____________________, IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS PER THE CONTRACT. REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH FULL BANK RESPONSIBILITY AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.” LESSOR’S SIDE / MASTER PAYMASTER NO.2: BANK NAME BANK ADDRESS BANK OFFICER NAME BANK OFFICER E-MAIL BANK TELEPHONE BANK A/C NAME IBAN/A/CNO. BIC / SWIFT CODE FEE SIZE SPECIAL WIRE INSTRUCTIONS PRE-ADVICE MUST BE SENT VIA SWIFT TO BENEFICIARY PRIOR TO WIRE TRANSFER OF FUNDS, WITH COPY OF NOTIFICATION BY E-MAIL TO: _____________________, IMMEDIATELY UPON TRANSFER/PAYMENT SETTLEMENT OF EACH AND EVERY TRANCHE UNDER THE APPLICABLE TRANSACTION CODES, AS PER THE CONTRACT. REQUIRED MESSAGE “SAME DAY TRANSFER AND IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US AND IN GOOD STANDING. THIS TRANSFER IS DONE WITH LESSOR’S SIGNATURE 9/16 LESSEE’S SIGNATURE
  • 10. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : FULL BANK RESPONSIBILITY AND OUR COMPLIANCE HAS CLEARED/CHECKED THE SOURCE OF THE FUNDS AND IT COMPLIES FULLY WITH ANTI-MONEY LAUNDERING RULES AND REGULATIONS.” This Agreement/Irrevocable Corporate Payment Order and the payment of commissions herein are subject to the International Chamber of Commerce (ICC) rules and regulations, and the ICC Arbitration Act as adopted by the ICC office in Geneva, Switzerland, by three arbitrary appointees in accordance with the 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 are irrevocable, divisible and unconditional, and may be assigned only by each beneficiaries group representing Master Paymaster 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 same force as the signed original. The Agreement and Irrevocable Corporate Payment Order are valid when commencement of the above-referenced transaction takes place and shall remain valid and enforceable for the full term of the said transaction, including any new agreement between the Buyer and Seller and/or their assigns. Each Master Paymaster reserve the right to change its bank coordinates stated herein, at any time, by sending a simple written notification letter to the Payer and attaching a new receiving bank´s coordinates. Upon execution of this Agreement and the final LOI/CONTRACT, and prior to or simultaneously with the first transaction/tranche, we guarantee that this Irrevocable Master Fee Protection Agreement (IMFPA) and Corporate Payment Order will be lodged with our transaction/paying bank for the compliance, which will be instructed to provide to each Master Paymaster´s group by e-mail or telefax with SWIFT copies of the related payment instructions upon the closing of each and every transaction of the above referenced transaction. LESSEE’S PAYING BANK COORDINATES BANK NAME BANK ADDRESS BANK OFFICER NAME BANK OFFICER E-MAIL BANK TELEPHONE BANK FACSIMILE BANK A/C NAME IBAN/A/C NO. (EUR) BANK SORT CODE BIC / SWIFT CODE LESSOR’S SIGNATURE 10/16 LESSEE’S SIGNATURE
  • 11. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : In the event that the transaction was not performed or only performed in part, the paymasters or 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 (IMFPA) will therefore automatically become null and void. AGREED, ACCEPTED AND SIGNED THIS 26 SEPTEMBER 2015 FOR AND ON BEHALF OF BUYER Signed by : -------------------------------------------------------- Signatory Name: ______________________________ Corporate Title: ______________________________ Passport #: ______________________________ CONDITIONAL SWIFT MT103-23 WIRE FOTMAT TO: BankName: Address: Account Name: AccountNumber: SWIFTCODE: Bank Officer LESSOR’S SIGNATURE 11/16 LESSEE’S SIGNATURE
  • 12. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : name: TEL: FAX: FROM: BankOfficer: PhoneNumber: FaxNumber: S.W.I.F.T.: AccountNumber: Account Holder: BY THE ORDER OF: TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE: WE, ISSUING BANK ,ADDRESS OF THE BANK, ON BEHALF OF OUR CLIENT..........................HOLDING A BANK ACCOUNT NUMBER ................,HEREBY PRESENT OUR IRREVOCABLE TRANSFERABLE AND CALLABLE CASH BACKED SWIFT WIRE TRANSFER MT799CONDITIONAL IN YOUR FAVOR FOR THE ACCOUNT OF XXXXXXXXXXXXXXXXXX AND ACCOUNT NUMBER XXXXXXXXXXXXXXX.IN THE AMOUNT OF xxxxxxxxxxxxxxxx COMMUNITY CURRENCY (EURO00, 000,000.00). THIS SWIFT IS CONDITIONAL UPON OUR ACCEPTING THE SWIFT MT103 OF THE SAID BANK INSTRUMENTS.WE HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT UPON RECEIPT OF THE DELIVERED INSTRUMENTS ,WE WILL IRREVOCABLY REMIT TO YOU ,IMMEDIATELY WITHIN 3 (THREE ) BANKING DAY, IN FAVOR OF OUR CLIENT :XXXXXXXXXXXXXX ,THE SUM OF EURO 00,000,000.00(xxxxxxxxxxx EURO). WE HEREBY CONFIRM THAT FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON -CRIMINAL ORIGIN AND FROM A LEGAL SOURCE.THIS IRREVOCABLE SWIFT IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE ON US FOR CASH PAYMENT. THIS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE SWIFT WIRE IS VALID FOR TEN (10) BANKING DAYS FROM NOVEMBER-----------------UNTIL NOVEMBER.................... 00:00HRS CENTRAL EUROPEAN TIME. THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS. EMAIL CONFIRMATION WILL NOT FOLLOW ___________________________ ______________________________ BANKOFFICER BANKOFFICER NAME TITLE NAME TITLE LESSOR’S SIGNATURE 12/16 LESSEE’S SIGNATURE
  • 13. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : SPECIMEN VERBIAGE OF SWIFT MT-799 PRE-ADVICE (TO BE SENT BANK-TO-BANK BY SWIFT) TO: XXXXXXXXXXXXXXXXXX SWIFT CODE: ____________ ATTN: (NAME OF BANK OFFICER)___ QUOTE: PLEASE ADVISE YOUR CLIENT - ___ (NAME OF BUYER)___ , IBAN: GB_______________ TRANSACTION REFERENCE: TRANSACTION CODE: ___________________ SELLER´S CODE: ___________________ BUYER´S CODE: ___________________ CONTRACT NUMBER: ___________________ WE, XXXXXXXXXXXX, ADDRESS AT __________________ LONDON, UNITED KINGDOM, HEREBY IRREVOCABLY CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER FIFTY (50) BANK GUARANTEES (BG) ON BEHALF OF OUR CLIENT - ___(SELLER´S NAME)___ , IN THE TOTAL AMOUNT OF EUR 00,000,000,000.- (00000000000000 EUROS ONLY) AND EUR 000,000,000.- (00000000000 EUROS) EACH, AS PER CONTRACT SCHEDULE OF DELIVERY AND IN FAVOUR OF YOUR CLIENT - ___(NAME OF BUYER)___ FOR ACCOUNT # _____________________ / IBAN: GB_____________________ . THIS SWIFT MESSAGE IS VERIFIABLE ON A BANK-TO-BANK BASIS, WHICH DELIVERY SCHEDULE SHALL BE ACTIVATED WITHIN TWO (2) BANKING DAYS AFTER RECEIPT OF INVOICE CLEARANCE FROM OUR CLIENT, FOR INSURANCE AND BANK HANDLING/TRANSMISSION CHARGES, AS WELL AS AFTER YOUR BANK ACCEPTANCE TO RECEIVE THESE BANK GUARANTEES AND CONFIRMATION THAT YOUR CLIENT ´S EUR 10,000,000,000 FUNDS ARE RESERVED IN FAVOUR OF OUR CLIENT TO GUARANTEE THE SETTLEMENT PAYMENT AS PER THE FOLLOWING DELIVERY SCHEDULE: THERE WILL BE NO LIENS AND ENCUMBRANCES ON THESE INSTRUMENTS WHICH SHALL BE ALL DELIVERED TO YOUR BANK AND AVAILED VIA SWIFT M-760, AND THE EXACT FORMAT OF EACH BANK GUARANTEE SHALL BE AS FOLLOWS: BANK GUARANTEE NUMBER : PLACE OF ISSUE : DATE OF ISSUE : MATURITY DATE : LESSOR’S SIGNATURE 13/16 LESSEE’S SIGNATURE
  • 14. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : CUSIP NO : ISIN NO : CURRENCY : EUROS (EUR) FACE AMOUNT : EUR 000,000,000.00 (XXXXXXXXXXX EUROS) BENEFICIARY NAME : FOR VALUE RECEIVED, WE, ___(NAME OF ISSUING BANK)___ , AT ___(FULL BANK ADDRESS)__________________, HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND NEGOTIABLE BANK GUARANTEE NO: ________________ IN FAVOUR OF THE BENEFICIARY AND FOR THE AMOUNT OF XXXXXXXXXXXX EUROS (EUR 000,000,000.00) ONLY, VALID FOR ONE (1) YEAR AND ONE (1) DAY AND DUE FOR PAYMENT AT MATURITY ON ___(1 YEAR + 1 DAY FROM THE DATE OF ISSUE)___ . WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BANK GUARANTEE AT MATURITY, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF XXXXXXXXXXX EUROS (EUR 000,000,000.00) TO THE ORDER OF THE BENEFICIARY - ___(NAME OF BUYER)___, 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 __, 2013. THIS BANK GUARANTEE IS CONSTRUED, GOVERNED BY AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE, PUBLICATION 500, LATEST REVISION. THIS SWIFT MESSAGE IS OUR VALID AND OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. ALL ISSUING BANK CHARGES ARE FOR THE ACCOUNT OF ITS APPLICANT. FOR AND ON BEHALF: HSBC BANK PLC --------------------------------- ---------------------------------- AUTHORISED BANKER (1) (2)AUTHORISED BANKER NAME, TITLE & PIN CODE NAME, TITLE & PIN CODE LESSOR’S SIGNATURE 14/16 LESSEE’S SIGNATURE
  • 15. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : CLIENT INFORMATION SHEET Dated: -------, 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: LESSOR’S SIGNATURE 15/16 LESSEE’S SIGNATURE
  • 16. BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Buyer Mobile Tel No, Buyer Email Address TRANSACTION CODE: BUYER’S CODE: SELLER’S CODE : f) Bank Officer Address: g) Bank Telephone Number: h) Bank Facsimile Number: LESSEE’S PASSPORT COPY LESSOR’S PASSPORT COPY LESSOR’S SIGNATURE 16/16 LESSEE’S SIGNATURE