LETTER OF INTENT

DATE : June 09, 2014

To: T.P SP/SELLER

Via:           

I, .........., for and on behalf of company “ere by confirm with full legal and corporate responsibility under penalty of perjury that we are ready, willing and able to undertake for the exchange of the herein described Bank Guarantee (BG) derived from legal sources and of non-criminal origin through our banking resources under the terms and conditions stated herein.

SPECIFICATION OF BANK GUARANTEES TO BE PROVIDED

 

INSTRUMENT                   : BANK GUARANTEES – CASH BACKED

ISSUING BANK                : Barclays  bank PLC, London

TERM                                     : ONE YEAR AND ONE DAY

CURRENCY                        : EURO

CONTRACT AMOUNT  : €-500,000,000.00 (FIVE HUNDRED MILLION EUROS)  

INVOICE PRICE                : (50%)  FIFTY PERCENT OF FACE VALUE                                                      

COMMISSION              : 2% FOR FACILITATOR & INTERMEDIARIES (SELL/BUY SIDE)

DELIVERY                            : ELECTRONIC DELIVERY BY MT760

PAYMENT MODE           : SWIFT MT103

HARD COPY                       : VIA BANK BONDED COURIER 5-7 DAYS AFTER ELECTRONIC   

                                              DELIVERY

TRANSACTION PROCEDURES

1.  Buyer submits LOI with full banking, CIS, passport, FPA, Corporate Registration Copy.

2. Within 24 hours Seller completes due diligence and countersigns LOI with full banking coordinates, passport and Corporate Registration Copy, and a copy of the bank guarantee and returns it to Buyer.

3. After signing the LOI, the buyer within 24 hours, organizes the communication between the

     Seller’s Bank and the Buyer's bank.  Seller’s Bank confirms information about availability the bank  

     guarantee to the seller.

4. Within 24 hours after the communication of banks, Buyer's bank send the ICBPO via SWIT MT799 to Seller’s Bank with amount of 50% from amount BG, plus 2% agency and send swift copy to Sender, within 24 banking hours.

5.Upon verification and confirmation of ICBPO, Seller’s Bank issue the BG via MT-760 to Buyer’s Bank in favor of Buyer within 24 banking hours.

6. Within 3 banking days of confirmation of BG MT-760, Buyer’s bank release full payment to Seller’s bank with the commission agents by Swift MT-103.

7. Seller’s bank sends the hard copy by bonded courier to Buyer’s bank within 5-7 banking days after full payment .

8. Fees shall be disbursed by the Buyer in accordance with the  MFPA which is incorporated herein by reference as is a material condition of this agreement.

9. This is a private sale between two entities and is not to be construed as an offer of funds or a sale of securities as defined in the Securities Act of 1933/34.

  10. 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.

Should Buyer default to pay the invoice price to the Seller and the consultants’ commission fees as agreed with in time allotted after confirmation of MT760 in Buyer’s bank account, Seller will instruct the issuing bank to put a claim on the BG thereby forcing the buyer’s bankers to return the BG MT760 to the issuing Bank.

BANKING CO-ORDINATES:

Buyer’s Full Banking Co-ordinates:

Bank Name:         

Bank Address:   

Bank Code:         

Branche Code:   

SWIFT Code:       

Account Name:        

Account Number:         

Account Signatory:        

Bank Officer # 1 Name:

Bank Officer # 2 Name:

Telephone Number:

Fax Number:

E-mail:

Seller’s Full Banking Co-ordinates:

Bank Name:         

Bank Address:   

Bank Code:         

Branche Code:   

SWIFT Code:       

Account Name:        

Account Number:         

Account Signatory:        

Bank Officer # 1 Name:

Bank Officer # 2 Name:

Telephone Number:

Fax Number:

E-mail:

This Corporate Offer / MOU is a full recourse commercial commitment governed by the laws of the jurisdictions in which both parties reside and standards under ICC Regulations.

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

We hereby acknowledge and confirm that neither the Collateral Provider nor their associates, nor any person on their behalf solicited me in any way whatsoever that can be construed to be a solicitation herein.

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

For and on behalf of BUYER:                                            

AGREED AND ACCEPTED ON   June 09, 2014.

for the Buyer,

 _____________________

Represented By     

Title:

Passport No:           

Country of Issue:  

Issue Date:                

Expire Date:             

                                         

AGREED AND ACCEPTED ON          June 09, 2014.

for the Seller:

_____________________                                                                    

NAME:
Title:

Passport Number:

Country of Issue:

Issue Date:
Expiry Date:

CLIENT INFORMATION SUMMARY

«Receiver» INFORMATION SHEET

In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Marketing Commission Circular of December 1998, concerning the prevention of money laundering, the following information may be supplied to banks and/or other Federal Institutions for purposes of verification.

Client Information

Client/Signatory Name:             

Nationality                        : 

Passport Number          :

Date of Issue                    :

Expiration Date              :

Issued by                           : 

Date of Birth                    :

Place of Birth                   :

Street address                  :

City/State/ZIP                :

Country                             :

Telephone                         :

Facsimile                           :

E-Mail Address                               :

Business Information 

Business Name               : 

Street address                  :

Registered Office           :

Registered Number       :  

Telephone                         : 

Facsimile                           : 

Legal Advisor Name     :

Legal Advisor address:

Bank officer in charge information

Bank name:

Bank address:

SWIFT code:

Account name:

Account number:

Bank officer in charge full name:

Bank officer in charge direct line :

Bank officer in charge direct fax :

Bank officer in charge direct bank email:

I hereby certify that the information above is TRUE and CORRECT.

     Signed this day of June 09, 2014.

……………………………………………

SIGNATORY

Name                                   :             

Title:                                     : 

Passport No.                  :   

Country of Issue:        : 

Passport  buyer

Passport  seller

APPENDIX 1

Irrevocable Conditional Bank Pay Order (ICBPO)

Instance type and transmission----------- ------
Message Header MT799-----
Swift input: MT799
 Sender:  BANK ..................

Address:
Swift code: 
Receiver:
Bank Address:
Bank Code:

Account Number:
Account Name:

Bank swift code:
Bank Officer:

Bank Officer Email:
Bank Tel:

Transaction Code: -VL
Message Text-----------------  
20: Transaction reference number:
Subject: Irrevocable conditional bank payment order

Date of issue: ______________Amount: .................... (Euro)
21: Related reference
79: Narrative:

WE, …………………………………….. BANK () AG, LOCATED AT SCHAANES STRASSE , HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT WE ARE READY, WILLING, AND ABLE TO  PAY AGAINST DELIVERY OF REQUIRED INSTRUMENT ACCORDING WITH TERMS AND CONDITION OF AGREEMENT No: ------------------------AS PER YOUR  APPROVED VERBIAGE ON BEHALF OF OUR CLIENT ………………………………….., IN THE TOTAL AMOUNT OF (ONE ..........................................................  MILLION EURO) 00,000,000.00 IN FAVOR OF .............................................. FOR THE BENEFIT OF BENEFICIARY,/// MR. M / . PAYMENT MUST BE ACOMPLISHED  WITHIN 72 HOURS AFTER  RECEIVING  OF THE INSTRUMENT.

THIS AMOUNT SHALL BE TRANSFERRED VIA SWIFT MT103 WIRE TRANSFER WITHOUT ANY CONDITIONS.  THESE FUNDS ARE CLEAN, CLEAR, AND FREE OF ANY LEVY, LIENS, OR ENCUMBRANCE AND THE RULE OF FULL-DISCLOSURE HAS BEEN ESTABLISHED THAT, SUCH FUNDS WERE LEGALLY OBTAINED FROM NON-CRIMINAL BUSINESS ACTIVITIES.

THIS IS A VALID OPERATIVE INSTRUMENT. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.

For and on behalf of ___________

BANK OFICER                                                                                             BANK OFICER

Signed for and on behalf of THE PROVIDER:

_____________________

Authorized Signatory         Name : Title : Passport Number: Country of Issue: Date of Issue : Expiry date:

Signed for and on behalf of THE  RECEIVER:

_____________________

Authorized Signatory Name : Title : Passport Number: Country of Issue: Date of Issue : Expiry date: Date of signing: June 09,2014

APPENDIX 2

THE BANK GUARANTEES FORMAT SWIFT MT 760 AS FOLLOWS:

                                                

DESTINATION:

Bank Name:

Bank Address:

Bank Officer Telephone:

Fax:

Account Number:

Account Name:

SWIFT:

--------------------------------------------------------------Normal--------------------------------------------------

20: Transaction Reference Number:

21: Reference Original

79: Explanation.

CURRENCY:

BANK INSTRUMENT NUMBER:

AMOUNT:

DATE OF ISSUE:

EXPIRY DATE:

BENEFICIARY:

PLACE OF ISSUE:

DATE OF ISSUE:

ACCOUNT NAME:

TEXT OF INSTRUMENT:

FOR THE VALUE RECEIVED, WE__________(Name of Issuing Bank)____ HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST THIS INSTRUMENT NUMBER(____), TO THE ORDER OF THE BENEFICIARY THEREOF___(Name of Beneficiary)___, AT DATE OF MATURITY, UPON FIRST DEMAND,               THE                    SUM                                                            OF

(_________________) IN THE LAWFUL CURRENCY OF (___________________________), UPON PRESENTATION AND SURRENDER OF THE ORIGINAL OF THIS BANK GUARANTEE AT THE OFFICE OR OFFICES OF ____-(Name of issuing Bank)_______, WORLDWIDE, UPON PRESENTATION AT MATURITY.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND SHALL BE FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDING OF ANY NATURE, NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE ISSUING BANK OR ANY POLITICAL SUBDIVISION OF AUTHORITY THEREOF OR THEREIN

THIS GUARANTEE IS DIVISIBLE, TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE OR CHARGES.

THIS GUARANTEE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COUNTRY OF THIS ISSUING BANK AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, LATEST REVISION OF PUBLICATION 500/600.

This GUARANTEE is a fully performed and operative instrument that can be confirmed and verified bank-to-bank by SWIFT. No mail confirmation will follow.

FOR AND ON BEHALF OF______(Name of Issuing Bank)_______HEAD OFFICES.

THIS _______________________DAY OF_______________________2014.

Authorized Officer:                                                                            Authorized Officer:

(Name, Title, Pin Code)                                                                    (Name, Title, Pin Code)

                                                                     Bank Seal

APPENDIX 3

FEE PROTECTION AGREEMENT

Both Sender and Receiver agree that the Receiver’s and Sender's agents are entitled to 2% of the BG face value commission fees. These commission fees will be shared between the Sender’s and Receiver’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 Receiver to the agents and intermediaries listed in this FPA by wire transfer simultaneously with the  payment of 70% of the face value of the BG as  fee to Sender for every tranche and/or transaction of the BG. The commission fees will be free of legal impediment and free of any deductions, including 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:

Group-1: Consultancy fees as rate of 1% (one percent) from each Instrument Nominal, to:

Beneficiary company:	CLOSED
Legal address:
Registration No.:
Signature name:
Bank name:
Bank address:
SWIFT / BIC:
Account name:
IBAN:
Bank Officer:
Bank phone/fax:

 

Group-2: Consultancy fees as rate of 1% (one percent) from each Instrument Nominal, to:

Beneficiary company:
Legal address:
Registration No.:
Signature name:
Bank name:
Bank address:
SWIFT / BIC:
Account name:
IBAN:
Bank Officer:
Bank phone/fax:

This Fee Protection Agreement have agreed and executed by the undersigned on the date of June 09, 2014.

For and on behalf of BUYER:                                            

AGREED AND ACCEPTED ON   June 09, 2014.

for the Buyer,

 _____________________

Represented By     

Title:

Passport No:           

Country of Issue:  

Issue Date:                

Expire Date:             

AGREED AND ACCEPTED ON          June 09, 2014.

for the Seller:

_____________________                                                                    

NAME:
Title:

Passport Number:

Country of Issue:

Issue Date:
Expiry Date:.