EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Copyright EUROPEAN STANDARD BANK, 2012 (further abr. ESB) Panama City, Republic of Panama http://www.esbank.org To whom it may concern BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Date of certificate issued: 04-12-2010 ASSETS-BASED LOAN for trade by Clearing and Settlement initially issued to ESB account number 0000 0000 0000 0000 0000 [and further transferred to the ESB account number 0000 0000 0000 0000 0000] based on the next assets financial characteristics and properties of Loan and Assets: Some Term Definitions: An algorithm - is a specific set of instructions for carrying out a procedure or solving a problem, usually with the requirement that the procedure terminate at some point. Specific algorithms sometimes also go by the name method, procedure, or technique. Asset Back Lending ("ABL") - typically provides collateralized credit facilities to borrowers with high financial leverage and marginal cash flows. An Asset-Based Loan - is a loan, secured by a company's assets. Real estate, accounts receivable (A/R), inventory, and equipment are typical assets used to back the loan. The loan may be backed by a single category of assets or some combination of assets, for instance, a combination of A/R and equipment. A bank run (also known as a run on the bank) - occurs in a fractional reserve banking system when a large number of customers withdraw their deposits from a financial institution at the same time and either demand cash or transfer those funds into government bonds or precious metals or a safer institution because they believe that the European Standard Bank Officer’s signature _____________________________ 1 EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 2 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 financial institution is, or might become, insolvent. As a bank run progresses, it generates its own momentum, in a kind of self-fulfilling prophecy (or positive feedback loop) – as more people withdraw their deposits, the likelihood of default increases, thus triggering further withdrawals. This can destabilize the bank to the point where it runs out of cash and thus faces sudden bankruptcy. A banking panic or bank panic is a financial crisis that occurs when many banks suffer runs at the same time, as people suddenly try to convert their threatened deposits into cash or try to get out of their domestic banking system altogether. A systemic banking crisis is one where all or almost all of the banking capital in a country is wiped out. The resulting chain of bankruptcies can cause a long economic recession as domestic businesses and consumers are starved of capital as the domestic banking system shuts down. Much of the Great Depression's economic damage was caused directly by bank runs. Bookkeeping - is to be understood in the context of a business. It is simply the recording of financial transactions. Transactions include purchases, sales, receipts and payments by an individual or organization. Bookkeeping is usually performed by a bookkeeper. Many individuals mistakenly consider bookkeeping and accounting to be the same thing. This confusion is understandable because the accounting process includes the bookkeeping function, but is just one part of the accounting process. The accountant creates reports from the recorded financial transactions recorded by the bookkeeper and files forms with government agencies. Any process that involves the recording of financial transactions is a bookkeeping process. (http://en.wikipedia.org/wiki/Bookkeeping). Clearing - The procedure by which an organization acts as an intermediary and assumes the role of a buyer and seller for transactions in order to reconcile orders between transacting parties. Clearing is necessary for the matching of all buy and sell orders in the market. It provides smoother and more efficient markets, as parties can make transfers to the clearing corporation, rather than to each individual party with whom they have transacted. (www.investopedia.com). In banking and finance, clearing denotes all activities from the time a commitment is made for a transaction until it is settled. Clearing is necessary because the speed of trades is much faster than the cycle time for completing the underlying transaction. In its widest sense clearing involves the management of post-trading, pre-settlement credit exposures, to ensure that trades are settled in accordance with market rules, even if a buyer or seller should become insolvent prior to settlement. Processes included in clearing are reporting/monitoring, risk margining, netting of trades to single positions, tax handling, and failure handling. (http://en.wikipedia.org/wiki/Clearing_(finance)) European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 3 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Depreciation - A method of allocating the cost of a tangible asset over its useful life. Businesses depreciate long-term assets for both tax and accounting purposes. For accounting purposes, depreciation indicates how much of an asset’s value has been used up. For tax purposes, businesses can deduct the cost of the tangible assets they purchase as business expenses; however, businesses must depreciate these assets in accordance with IRS rules about how and when the deduction may be taken based on what the asset is and how long it will last. EUROPEAN STANDARD BANK – Panamian non-licensed financial institution functioning from 2004 in accordance with Panamian Law and have permission for this activity up to 2104 year, acting independently and jointly under licensed panamian nonoffshore financial legal entity ESB Monetary SA and providing electronic currency fasility (online electronic bookkeeping system) for lended funds intrabanking transactions based on financial technology created by Swiss bank «Wir», (www.wir.ch) for CHW currency. European Standard Bank is not partner and is not affiliate of Swiss Bank Wir or any other financial institution in the World. European Standsrd Bank provide his service exclusively for his owners, shareholders and their business partners. This service in not available foe general public. Financial Leverage - (sometimes referred to as gearing in the United Kingdom, or solvency in Australia) is a general term for any technique to multiply gains and losses.Common ways to attain leverage are borrowing money, buying fixed assets and using derivatives. Insolvency - is the inability of a debtor to pay their debt. Cash flow insolvency involves a lack of liquidity to pay debts as they fall due. Balance sheet insolvency involves having negative net assets—where liabilities exceed assets. Insolvency is not a synonym for bankruptcy, which is a determination of insolvency made by a court of law with resulting legal orders intended to resolve the insolvency. Liquidity - The degree to which an asset or security can be bought or sold in the market without affecting the asset's price. Liquidity is characterized by a high level of trading activity. Assets that can be easily bought or sold are known as liquid assets. By others words, liquidity is the ability to convert an asset to cash quickly. Also known as "marketability". Recursion – (In mathematic and programming) an algorithmic technique where a function, in order to accomplish a task, calls itself with some part of the task. In finance and lending Recursion can enhance loan security across all realms (including security of Lender and Beneficiary of lended funds [Seller in deals with payment by lended funds]), in many cases transforming it into a competitive advantage. Using Recursion in lending allowing for our customers to benefit from reduced demands for market value of own assets they provide as collateral for obtaining loan and provide collective knowledge and understanding of security for each Beneficiary of lended funds in any transactions. European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 4 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 a Settlement - is a resolution between disputing parties about a legal case, reached either before or after court action begins. A settlement, as well as dealing with the dispute between the parties is a contract between those parties, and is one possible (and common) result when parties sue (or contemplate so doing) each other in civil proceedings. The plaintiff(s) and defendant(s) identified in the lawsuit can end the dispute between themselves without a trial. The contract is based upon the bargain that a party foregoes its ability to sue (if it has not sued already), or to continue with the claim (if the plaintiff has sued), in return for the certainty written into the settlement. The courts will enforce the settlement: if it is breached, the party in default could be sued for breach of that contract. In some jurisdictions, the party in default could also face the original action being restored. The settlement of the lawsuit defines legal requirements of the parties, and is often put in force by an order of the court after a joint stipulation by the parties. In other situations (as where the claims have been satisfied by the payment of a certain sum of money) the plaintiff and defendant can simply file a notice that the case has been dismissed. (http://en.wikipedia.org/wiki/Settlement_(litigation)). Clearing and Settlement historically proved solution for businesses in Financial Crisis of 2008 – 2023++ years The term financial crisis is applied broadly to a variety of situations in which some financial institutions or assets suddenly lose a large part of their value. In the 19th and early 20th centuries, many financial crises were associated with banking panics, and many recessions coincided with these panics. Other situations that are often called financial crises include stock market crashes and the bursting of other financial bubbles, currency crises, and sovereign defaults. Financial crises directly result in a loss of paper wealth; they do not directly result in changes in the real economy unless a recession or depression follows. Many economists have offered theories about how financial crises develop and how they could be prevented. There is little consensus, however, and financial crises are still a regular occurrence around the world. Several major financial institutions either failed, were bailed-out by governments, or merged (voluntarily or otherwise) during the crisis. While the specific circumstances varied, in general the decline in the value of mortgage-backed securities held by these European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 5 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 companies resulted in either their insolvency, the equivalent of bank runs as investors pulled funds from them, or inability to secure new funding in the credit markets. Losses on mortgage-backed securities and other assets purchased with borrowed money have dramatically reduced the capital base of financial institutions, rendering many either insolvent or less capable of lending. These losses impacted the ability of financial institutions to lend, slowing economic activity. slowing economic activity, by other word a recession in basic terms. It is when the economy slows down. It is when people stop buying/selling/trading. The economy is the over all general money in a way and when it "slows down" the money gets lesser and everyone gets poorer. Economy means the system of production and distribution and consumption so when there is slow economic activity there is less of all of those. A period of slow economic activity is an amount of time where there is less production, distribution, and consumption. Generally causing a lack of money. The Great Depression was a recession in the USA and there was a lack of money because there was a lack of the system of production and distribution and consumption. «Most of the world's largest economies are heading for a period of slower growth, and it is increasingly likely that the U.S. will share that fate, according to the Organization for Economic Cooperation and Development's composite leading indicators.» - wrote in 2011 PAUL HANNON in “The Wall Street Journal”. And most economists predict crisis period 2008-2023++ years. According to the Chicago Fed's National Activity Index, September 2012 economic activity slowed from the previous month, now at -0.56. The indicator has been negative (meaning below-trend growth) for six of the past eight months, and the all-important 3month moving average has been negative for all eight of those months and 21 of the last 27 months. “Entering the final quarter of the [2012] year, domestic and global economic conditions are extremely fragile. Across the globe, countries are in outright recession, and in some instances where aggregate growth is holding above the zero line, manufacturing sectors are contracting. The only issue left to determine is the degree of the downturn underway. International trade is declining, so weaknesses in different parts of the world are reinforcing domestic deteriorations in economies continents away… New government initiatives have been announced, particularly by central banks, in an attempt to counteract deteriorating economic conditions. These latest programs in the U.S. and Europe are similar to previous efforts. While prices for risk assets have improved, governments have not been able to address underlying debt imbalances. Thus, European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 6 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 nothing suggests that these latest actions do anything to change the extreme overindebtedness of major global economies. “ – wrote Van R. Hoisington Lacy H. Hunt, Ph.D. Despite scattered signs of improvement, the world economic situation and prospects continue to be challenging. After a marked slowdown in 2011, global economic growth will likely remain tepid in 2012, with most regions expanding at a pace below potential. In the face of subdued growth, the jobs crisis continues, with global unemployment still above its pre-crisis level and unemployment in the euro area rising rapidly. The risks to the global outlook are tilted to the downside. The euro area debt crisis remains the biggest threat to the world economy. An escalation of the crisis would likely be associated with severe turmoil on financial markets and a sharp rise in global risk aversion, leading to a contraction of economic activity in developed countries, which would spill over to developing countries and economies in transition. A further sharp rise in global energy prices may also stifle global growth. National and international concerted policies should be enacted on multiple fronts in order to break out of the vicious cycle of deleveraging, rising unemployment, fiscal austerity and financial sector fragility in developed economies. Breaking this cycle requires policy shifts away from fiscal austerity and towards more counter-cyclical fiscal stances oriented to job creation and green growth. These policies need to be better coordinated across the major economies and concerted with continued expansionary monetary policies in developed countries, and accompanied by accelerated financial sector reforms and enhanced development assistance for low-income countries. [1] Although your small business may not be in the national spotlight or have a public relations guru of its own to consult, no company is too small for a crisis. From bankruptcy to disgruntled customers or employees seeking revenge, even a mom-and-pop should be prepared to handle the fundamentals of crisis management. Small and medium size businesses often don’t realize they are facing a potential crisis until they are already in too deep, risking their credibility and support. Small businesses or sole proprietors won’t make any changes in their business activity until they’re on a ledge. It’s not until they realize that something really bad has happened. Just like couples who marry without prenuptial agreements or those who chose not to plan their estates, businesses that are unprepared often face consequences that could have been easily prevented. They wish for the best and hope that nothing happens. So many times, a person will walk outside into a ‘crisis’ situation, and they look like a deer in the headlights because they have no preparation for this. European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 7 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Here are the three fundamentals every small and medium size business should practice in order to be prepared for a potential crisis of any measure. No. 1: Define your core values. No matter how small your business is, determining your set of core values is key, and can potentially save you in a crisis situation. “If a crisis takes place, at least you know what your core values and vision are, and know it was always your intention to run the business ethically. If your first platform is wanting to do good in the community, and something goes wrong, you will have allies and constituents [to support you].” No. 2: Ability to collaborate. Build relationships and share the core values you have determined for your company. Extending your relations with business partners and obtaining new business partners World Wide and working well with them can go a long way and will help you, especially if you get into hot water. Co-operative principles and Legal Entities with will be suitable in this case. Especially financial services based. No. 3: Link your business to additional payment system. Select one of the oldest alternative payment system which was verified by long time and survived in multiple crisis situations. Let’s look at two historically proved crisis management solutions and approaches. History of Clearing and Direct Settlement from 1733 year One of the oldest and most basic clearing methods was termed “direct settlement” and can be traced back to 1733 with the trading of metal warrants of the East India Company. Direct settlement dictated that each trader wanting to offset a trade or group of trades, his “position,” had to do so with each trade’s original counterparty. This was a cumbersome and inefficient practice. Disputes between traders were common at that time and were resolved through expensive court proceedings that made it difficult for some to participate in the markets. The need for an impartial body to inexpensively arbitrate disputes gave rise to trading associations. These associations were organized around common products and/or geographic locations. Membership was not mandatory, but associations were nevertheless effective in bringing some order to the chaos of these early markets. In England, the Liverpool Association used direct settlement. Traders in Liverpool bought and sold what were then termed “to arrive” contracts on cotton. While initially successful, direct settlement was both inefficient and ineffective during volatile periods such as the 1860s with the wild commodity speculation that occurred as a result of the U.S. Civil War. To help prevent nonperformance of contracts, steps were taken by the Liverpool Association to make the contracts more fungible, or interchangeable, through the standardization of contract terms. Through time, direct settlement evolved to provide more security for market participants through the inclusion of provisions that called for margin deposits, a sort of collateral, European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 8 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 and suspension of trading privileges or expulsion from the exchange upon contract nonperformance. With the organization of trading associations and increased contract fungibility, direct settlement proved to be a fairly effective system. However, as worldwide trading volume increased toward the end of the 19th century, there was a need for a more flexible settlement method. It was determined that the best way to do this was to allow participants to close trading positions without having to do so with their original counterparties. The system that developed was termed “ring settlement.” Under this system, “rings” of buyers and sellers were linked together to settle their accounts. This was a major step toward the multi-party clearing system used by The Clearing Corporation today. As an example of “ringing,” Adams sells to Brooks who sells to Campbell who sells to Adams. Adams’ trading position is even, as the original sale to Brooks is negated through the purchase from Campbell. By not limiting trades to original counterparties, simultaneous contract settlement was made possible. The benefits of ring settlement were numerous. Settlements for large volumes of contracts could occur instantly, the costs of maintaining an open position were lowered and, most importantly, counterparty risk was diminished. In the history of the world’s financial markets, perhaps no single entity has had a greater impact on the safety and soundness of the clearing process than The Clearing Corporation (CCorp). Based on a tradition of independence, integrity, and innovation, The Clearing Corporation has established itself as the model for the majority of the world’s clearinghouses. September 3, 1925 is among the most important dates in the history of the futures industry. It was on that day, more than 85 years ago, that the Board of Trade Clearing Corporation, now named The Clearing Corporation, was founded by the Chicago Board of Trade (CBOT®) membership. The Clearing Corporation is one of the oldest independent clearinghouses in the world. It has not only survived, but flourished, through the Great Depression and periods of recession, war, and rapid technological and economic change. Its world-class standing has been and will continue to be built upon three fundamental concepts: Independence, Integrity, and Innovation. The importance of its independence as a corporate entity cannot be overestimated. This quality has allowed The Clearing Corporation to make objective decisions during periods of substantial stress with one goal in mind– financial integrity for the clearing and settlement process. Integrity goes hand-in-hand with independence. Clearing members know that The Clearing Corporation makes decisions based on safety and soundness for the marketplace and nothing else. [4] European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 9 BUSINESS LOAN CERTIFICATE Last update date: Certificate Unique Registration ESB number: 0836367876 03/01/2013 Positive experience of Swiss Bank Wir Clearing system of Swiss Bank Wir was based on experience of Clearing Corporation started 10 years before was additional step forward in Clearing systems development fo fight negative phenomenas of financial crisis. From 1934 Swiss Co-operative «Wir», previously formed as aconomic Circle made miracle in finanacial theory and practice. Fusion of bookkiping system, clearing, and Assets Based Landing in one Lending system based on electronic CHW currency with intrabanking only loan transfer facility provided during last 75++ years possibility obtain finance for small and medium businesses. More than 60 000 businesses obtained finance during this period of time (1934-2012). In 2010 year turnover of Swiss bank Wir grow up to 6 billion CHF. But all started from small economic Circle of 15 members only. Today its largest financial institution around the Switzerland, which provide such type of financing for businesses located in Switzerland only with collateral also located in this country. From 2004 the same service became available for international customer who use the same financial technology with panamian financial institution European Standard Bank. Please note, there is significant difference between clearing of Clearing Corporation and clearing system of Bank Wir (European Standard Bank). # 1 1 Assets for clearing transactions 2 Regulation of clearing 3 Clearing model based on: 4 Clearing method Clearing Corporation Bank Wir 2 3 Commodities Markets Contracts, Agreecultural Contracts, Energy Contracts, etc. Non – regulated European Standard Bank 4 Commodities Markets Contracts, Agreecultural Contracts, Energy Contracts, etc. Non – regulated independence, integrity, and innovation Direct Settlement, ring settlement independence, integrity, and innovation Direct Settlement, ring settlement Futures Contracts, Options Contracts, 60 Currency Pairs Regulated by the Commodity Futures Trading Commission (CFTC) independence, integrity, and innovation Direct Settlement, ring settlement, modern open- European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 10 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 5 6 7 8 9 Trading without intent to receive or make delivery Time in clearing business Electronic Clearing Plateforms Last update date: outcry, complex multi-party settlement YES From 1925 ACT™, OTIS, GAINS, ATOM, TEAM®, SHAMIS™ Is risk of loss for participants YES of clearing covered ? Source of funds for clearing Reserve Fund risk coverage created by participants 03/01/2013 NO NO From 1934 Online, web browser integrated From 2004 Online, web browser integrated YES YES Clearing transactions of ring of participants backed by assets of Borrower 10 Liquidation value of clollateral (guarantee) of clearing in time duration Unchangeable Decrease (Due to depreciation if in use) 11 Are clearing funds transferrable outside clearing financial institution ? 12 Can clearing participants obtain clearing funds as cash ? 13 Are clearing funds applicable for pay salary and simillar expenses in business of clearinf participants ? 14 Possibility borrow clearing funds as long term Loan 15 Law applicable in clearing No No Clearing transactions of ring of participants backed by assets of Borrower plus backed recursively Increase (because assets are substituted with money) No No No No No No No No Yes Yes USA Switzerland Panama European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 11 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 16 Clearing Guarantee Assets Holder/Territory Clearing Bank Wir/ Corporation/USA Switzerland United States Corporation/ Territory of Borrower's Country 17 Clearing technology considering assets depreciation No No Yes 18 Responsible for Funds Holding for assets recovery 19 If we use Clearing financial technology and using clearing platforms have these services bank notes, which covering clearing transactions ? Nobody Borrower No No YES, European Standard Bank No 20 Are any limitations what I can purchase by clearing with clearing funds ? Yes, only prederminited and standartized contracts No, any contract with any assets are allowed No, any contract with any assets are allowed This documents is certificate for one of such Loan issued for international Borrower, and below are detailed description of this Loan in accordance impemented Swiss Bank's finanacial technology for international customers. 1. European Standard Bank’s Loan Characteristic: Loan currency: USD Loan amount: 00000 Data of loan issued: 24-12-2009 Data of Loan Repayment: 24-12-2024 Interest Rate per year (%): 7 Loan type (secured/unsecured): secured European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 12 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Loan Collateral: Promissory Note Promissory Note (secured/unsecured): secured Promissory Note Collateral: Borrower’s owned assets plus assets acquired and paid with this Loan Special conditions: 1) Loan amount equal 000000 gram of 99.99999 purity Finest Gold and Loan amount will be returned in amount which will provide possibility purchase the same amount of gold. 2) Financial Technology contain 2 financial solutions : - Recursive Algorithm of Collateral Creation (RACC) & - Dynamically Growing Assets Liquidity Value (DGALV). 2. Characteristics of Promissory Note Collateral {or determination of Dynamically Growing Assets Liquidity Value (DGALV)}: Date of Promissory Note issued: 24-12-2009 Date of Promissory Note redemption: 24-12-2024 A. BORROWER’S OWNED ASSETS PROPERTIES (OBTAINED BEFORE LOAN HAS BEEN GRANTED): Country of assets Location: Russian Federation City (Cities) of assets Location: Moscow Owner of assets is (private person/legal entity): Legal Entity Citizenship for private person or country of incorporation for legal entity: Russian Federation ASSETS VALUATION: Assets market value, currency: $578987.00/= Average Term of Sale for above market value (Days): 60 Assets liquidation value, currency: $278987.00/= Average Term of Sale for above liquidation value (Days): 14 European Standard Bank Officer’s signature _____________________________ (http://www.esbank.org), EUROPEAN STANDARD BANK 13 (Proforma-Specimen) BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 ASSETS DEPRECIATION: Assets structure Table 1. (Table of Class Lives and Recovery Periods, based on Publication 946 (2011), IRS, USA): # 1 Asset class 2 Description of assets included 3 Class Life (in years) 4 Recovery Periods (in years) GDS ADS Notes (MACRS) 5 6 7 Where depreciation will be paid: To account number 0000 0000 0000 0000 00000 00000 of financial institution European Standard Bank Is account with depreciation funds blocked for commercial use (y/n): YES Frequency of depreciation will be transferred to above account (monthly/quartally/per half year/yearly): yearly Grace period for calculation and pay depreciation costs (years): 2 European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 14 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Collateral Keeping before liquidation: Collateral Keeper Name: Global American Syndicate Collateral Keeper Registration number: Collateral Keeper incorporation address (for Legal Entities): _________ Collateral Keeper postal address: _________ Assets keeping under personal responsibility of (Name, Surname): Adam Smith Contact of assets keeping person (Email/Phone/Fax/Web): tytytu@gmail.com, +7847657587 Preferable language of contact with assets keeping person: russian Collateral Kipper Agree above information will be published and used by potential assets supplier, their auditors, lawyers, attorneys, etc. COLLATERAL INSURANCE: Assets insured (y/n): yes Insurance company (name, country): Trade Insur Inc., Russia Insurance company address: _________________________________ Insurance company contact (country, city, street, Email/Phone/Fax): Insurance company contact person: ___ Insurance policy number and date: 754676, 24-09-2010 Insured amount, currency: 54567.00/= USD Insurance policy start date: Insurance policy end date: Insurance policy coverage: risk of steel, etc. Governing Law in Case of collateral liquidation (stage of alienation): Russian Federation COLLATERAL HOLDER (in accordance with Investment Agreement): Collateral Holder acting in accordance with Agreement (Number and date): ______ European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 15 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Promissory Note Collateral (assets) Holder is (private person/legal entity): Legal Entity Collateral holder’s Citizenship for private person or Country of incorporation for legal entity: United States of America Governing Law in Case of collateral liquidation (stage of sales): USA Collateral Holder Name: Global American Syndicate Collateral Holder Registration number: 991072935 - 3009197 Collateral Holder postal address: Global American Syndicate, #207-1425 Marine Drive, West Vancouver, B.C., Canada, V7T1B9 Collateral Holder Email address: gasdirect@gmail.com Additional notes (optional): ____ B. PREVIOUSLY PURCHASED ASSETS PROPERTIES (AFTER LOAN HAS BEEN GRANTED) WITH LOAN FUNDS UTILIZATION (NON RECURSIVE ALGORITHM OF COLLATERAL CREATION): Country of assets Location: Russian Federation City (Cities) of assets Location: Moscow Owner of assets is (private person/legal entity): Legal Entity Citizenship for private person or country of incorporation for legal entity: Russian Federation ASSETS VALUATION: Assets market value, currency: $578987.00/= Average Term of Sale for above market value (Days): 60 Assets liquidation value, currency: $278987.00/= Average Term of Sale for above liquidation value (Days): 14 ASSETS DEPRECIATION: Assets structure Table 2. (Table of Class Lives and Recovery Periods, based on Publication 946 (2011), IRS, USA): # Asset class Description of assets included Class Life (in Recovery Periods (in years) GDS ADS (MACRS) European Standard Bank Officer’s signature _____________________________ Notes (http://www.esbank.org), EUROPEAN STANDARD BANK 16 (Proforma-Specimen) BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 years) 1 2 3 4 5 6 7 Where depreciation will be paid: To account number 0000 0000 0000 0000 00000 00000 of financial institution European Standard Bank Is account with depreciation funds blocked for commercial use (y/n): YES Frequency of depreciation will be transferred to above account (monthly/quartally/per half year/yearly): yearly Grace period for calculation and pay depreciation costs (years): 2 Collateral Keeping before liquidation: Collateral Keeper Name: Global American Syndicate Collateral Keeper Registration number: Collateral Keeper incorporation address (for Legal Entities): _________ Collateral Keeper postal address: _________ European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 17 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Assets keeping under personal responsibility of (Name, Surname): Adam Smith Contact of assets keeping person (Email/Phone/Fax/Web): tytytu@gmail.com, +7847657587 Preferable language of contact with assets keeping person: russian Collateral Kipper Agree above information will be published and used by potential assets supplier, their auditors, lawyers, attorneys, etc. COLLATERAL INSURANCE: Assets insured (y/n): yes Insurance company (name, country): Trade Insur Inc., Russia Insurance company address: _________________________________ Insurance company contact (country, city, street, Email/Phone/Fax): Insurance company contact person: ___ Insurance policy number and date: 754676, 24-09-2010 Insured amount, currency: 54567.00/= USD Insurance policy start date: Insurance policy end date: Insurance policy coverage: risk of steel, etc. Governing Law in Case of collateral liquidation (stage of alienation): Russian Federation COLLATERAL HOLDER (in accordance with Investment Agreement): Collateral Holder acting in accordance with Agreement (Number and date): ______ Promissory Note Collateral (assets) Holder is (private person/legal entity): Legal Entity Collateral holder’s Citizenship for private person or Country of incorporation for legal entity: United States of America Governing Law in Case of collateral liquidation (stage of sales): USA Collateral Holder Name: Global American Syndicate European Standard Bank Officer’s signature _____________________________ (http://www.esbank.org), EUROPEAN STANDARD BANK 18 (Proforma-Specimen) BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 03/01/2013 Last update date: Collateral Holder Registration number: 991072935 - 3009197 Collateral Holder postal address: Global American Syndicate, #207-1425 Marine Drive, West Vancouver, B.C., Canada, V7T1B9 Collateral Holder Email address: gasdirect@gmail.com Additional notes (optional): ____ C. FUTURE PURCHASE ASSETS PROPERTIES WITH LOAN FUNDS UTILIZATION (RECURSIVE ALGORITHM OF COLLATERAL CREATION): Country of assets future Location: Russian Federation City (Cities) of assets future Location: Moscow Future owner of assets is (private person/legal entity): Legal Entity Future owner’s citizenship for private person or country of incorporation for legal entity: Russian Federation FUTURE PURCHASE ASSETS VALUATION: Future purchase assets market value, currency: $578987.00/= Future purchase assets Average Term of Sale for above market value (Days): 60 Future purchase assets liquidation value, currency: $278987.00/= Future purchase assets average Term of Sale for above liquidation value in future (Days): 14 FUTURE ASSETS DEPRECIATION: Future assets structure Table 3. (Table of Class Lives and Recovery Periods, based on Publication 946 (2011), IRS, USA): # 1 Asset class 2 Description of assets included 3 Class Life (in years) 4 Recovery Periods (in years) GDS ADS Notes (MACRS) 5 European Standard Bank Officer’s signature _____________________________ 6 7 EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 19 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Where depreciation of future purchase assets will be paid: To account number 0000 0000 0000 0000 00000 00000 of financial institution European Standard Bank Will be account with depreciation funds blocked for commercial use (y/n): YES Frequency of depreciation will be transferred to above account (monthly/quartally/per half year/yearly): yearly Grace period for calculation and pay depreciation costs (years): 2 Collateral Keeping before liquidation: Future purchase assets as Collateral Keeper Name: Global American Syndicate Future purchase assets as Collateral Keeper Registration number: Future purchase assets as Collateral Keeper incorporation address (for Legal Entities): _________ Future purchase assets Collateral Keeper postal address: _________ Future purchase assets will be located under personal responsibility of (Name, Surname): Adam Smith Contact of future purchase assets keeping person (Email/Phone/Fax/Web): tytytu@gmail.com, +7847657587 Preferable language of contact with future purchase assets keeping person: russian European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 20 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Future purchase assets as Collateral Kipper agree above information will be published and used by potential assets supplier, their auditors, lawyers, attorneys, etc. FUTURE PURCHASE ASSETS AS COLLATERAL INSURANCE: Assets insured (y/n): yes Insurance company (name, country): Trade Insur Inc., Russia Insurance company address: _________________________________ Insurance company contact (country, city, street, Email/Phone/Fax): Insurance company contact person: ___ Insurance policy number and date: 754676, 24-09-2010 Insured amount, currency: 54567.00/= USD Insurance policy start date: Insurance policy end date: Insurance policy coverage: risk of steel, etc. Governing Law in Case of future purchase assets as collateral liquidation (stage of alienation): Russian Federation Future purchase assets as COLLATERAL HOLDER (in accordance with Investment Agreement): Future purchase assets as Collateral Holder acting in accordance with Agreement (Number and date): ______ Promissory Note Collateral (Future purchase assets component) Holder is (private person/legal entity): Legal Entity Future purchase assets as Collateral holder’s Citizenship for private person or Country of incorporation for legal entity: United States of America Governing Law in Case of collateral (Future purchase assets) liquidation (stage of sales): USA Collateral Holder Name: Global American Syndicate Collateral Holder Registration number: 991072935 - 3009197 European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 21 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Collateral Holder postal address: Global American Syndicate, #207-1425 Marine Drive, West Vancouver, B.C., Canada, V7T1B9 Collateral Holder Email address: gasdirect@gmail.com Additional notes for future purchase assets (optional): ____ SOURCES OF INFORMATION USED IN THIS DOCUMENT 1. Borrower’s existing funds [and purchased with landed funds assets] market and liquidation price evaluation made in accordance with Expert Conclusion dated “_____”_________ 20___ y, made by licensed financial specialist (license #____ issued by _______________________ date of issued “_____”_________ 20_____ y in City __________, Country_____________). 2. Future value of purchased with landed funds assets and depreciation of existing assets evaluation executed in accordance with demands of Publication946 (Cat. No. 13081F), How to Depreciate Property, Department of the Treasury, Internal Revenue Service, USA, 2011. CONCLUSION ABOUT LEVEL OF LOAN COVERAGE (BACKED) BY ASSETS Finally, the level of secured by Promissory Note Loan (covered with two sources of assets [before loan owned and with loan acquired]) in accordance with described above consist of: - Market Value (in Currency) / Market Value (in Percent): 765678 (USD)/120(%) - Liquidation Value Currency / Liquidation Value Percent: 765447(USD)/78(%) That is why in accordance with above, funds for clearing transactions issued as Loan initially to ESB account number 0000 0000 0000 0000 0000 [and further transferred to the ESB account number 0000 0000 0000 0000 0000] have the same assets coverage level with: - Market Value (in Currency) / Market Value (in Percent): 765678 (USD)/120(%) - Liquidation Value Currency / Liquidation Value Percent: 765447(USD)/78(%) European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 22 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 In case of Borrower insolvency (bankruptcy) holder of clearing funds can expect the next actions: - Assets of Borrower will be sold on Market in exchange of EUR/USD/GBP/RUB/ETC currencies Obtained funds will be directed to Lender as loan repayment EUR/USD/GBP/RUB/ETC currencies will substitute electronic clearing funds of ESB clearing accounts EUR/USD/GBP/RUB/ETC currencies will become available for withdrawal by previous clearing funds holder (which clearing funds with ESB accounts are derivative of Loan indicated in this document) Any non-authorized by Lender in Investment Agreement assets related activity of Borrower will be subject of civil and/or criminal prosecution of Borrower. Very important : Because funds for assets depreciation recovery will be collected with ESB accounts they (these funds) will substitute depreciated assets and from year to year assets market value plus accumulated funds for recovery will grow and at the end of period of recovery assets market value plus accumulated funds for recovery will be equal assets liquidation value. By other words assets liquidation value will grow from year to year and at the end of period of recovery liquidation value will grow up to initial assets market value. That is why if Borrower’s owned funds before Loan obtained was small or zero value or insignificant in most cased purchased with loan assets will cover 100% of Loan if from time of loan was issued passed acceptable time in accordance with this document. Information of this document provide enough facts for understanding of each loan beneficiary his risk and reward and their relationship, to be able get designing if this suit for beneficiary’s business goals and objectives. Due to nature of recursive algorithm used in financial technology, this document have to be updated after each new assets purchased. Zhur In, Executive officer of Clearing Transactions Department, European Standard Bank European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 23 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 Electronic signature: Electronic seal: Electronic URL for document verification: Final Notice: This document is following modern achievements of financial science and practice, created with terminology, which provide clarity not only for specialists in finance, but small and medium business stuff too. That is why some extended definitions included. Document use Know-How of European Standard Bank based on two financial solutions: Recursive Algorithm of Collateral Creation (RACC) & Dynamically Growing Assets Liquidity Value (DGALV) explained above and financial clearing technology developed by Swiss Bank Wir (www.wir.ch) in 1934. This is only draft of document, not perfectly worded and specimen for further development, improvement and fill out of Borrower data. Used sources of information: 1. Updates World Economic Situation and Prospects 2012 (United Nations publication, Sales No. E.12.II.C.2), released in January 2012 (http://www.un.org/esa/policy/wess/wesp.html) 2. Paul Hannon, “The Wall Street Journal”, 2011 3. Van R. ,Lacy H. Hunt, Ph.D, Hoisington, 2012 (www.Hoisington.com) 4. WebSite of The Clearing Corporation, (USA), (www.clearingcorp.com) 5. Publication 946 (2011), IRS, USA 6. Wikipedia, the free encyclopedia, (http://en.wikipedia.org) 7. INVESTOPEDIA (www.investopedia.com) 8. Swiss Bank Wir Web Site (www.wir.ch), (www.bancawir.ch) 9. Tutto Sula Banca WIR (PDF-publication of Bank WIR in Italian language ) 10. European Standard Bank Web Site (www.esbank.org) 11. Федеральный закон Российской Федерации от 7 февраля 2011 г. N 7-ФЗ "О клиринге и клиринговой деятельности" 12. Multiple Trade Marks used in this document belong to their respective owners. -------- END OF CERTICATE HERE -------FAQs of Borrowers and participants of clearing transactions from CIS countries (this part is not official addendum of Certificate) 1. Q. Law of my country demand I have make any transaction only with accounts opened in local Bank. Can I transfer Clearing Loan to my local Bank account? A. No, you cannot. Read document carefully and you will find reason. 2. Q. My business partner refuse accept clearing funds because he say he cannot pay salary for stuff with them. What I can do in this case? A. There are three solutions here: - If you can pay for him 50% by borrowed Clearing Funds and 50% with your own funds. It’s the best solution, which use Borrowers of Bank WIR, for example. European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 24 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 - Explain for his business partner that not all 100% of his commodities he sale with clearing. So from others sources he can pay out salary and from clearing funds purchase raw materials he use in business. - Find other supplier who better understand how functioning economy in International crisis environment of 2008-2023 or let him better to think about his place in such economic reality. 3. Q. In my Country conducting business without brides is utopia. Can I pay bribes by clearing for private persons? A. We cannot evaluate moral component of your question here. But you have to know you can always make payment for everyone is this beneficiary recognize this method. 4. Q. In my business there are penny costs which I definitely cannot pay by Clearing, like pencils, pens, office paper etc. How I can resolve this problem? A. You can make bulk purchase of some assets using Clearing and re-sell them with cash to cover such penny expenses. Nobody prohibit you to do this. 5. Q. I arrived to office of equipment supplies to purchase equipment by Clearing but office’s stuff can not understand what is Clearing and what I talking about? What I have to do in this case? A. Despite Clearing exists more than 300 years it is seldom use instrument in small trading companies or companies who have not experience of futures trading techniques. Stuff of such companies is not right audience who able earn such decision because clearing participant must to have account in such financial institution as European Standard Bank and it is outside of most stuff obligations. You must refer your offer to somebody, who have such rights and is prepared for such trading technology. Reading of BUSINESS LOAN CERTIFICATE by prospective seller is key to prepare him to be able to make such transactions and get huge profit for company, especially in economic crisis environment. In any case buyer and seller, who want to make transactions with using of clearing possibilities – both have prepare “homework” where each of them have understands what is clearing, why it is only way for them, how they can use clearing funds, etc. 6. Q. I see using clearing instead of conventional bank’s accounts transactions is more complex task and require from parties more time and efforts? May be exists for this purposes others more easy solutions for those, for whom conventional lending behind their capabilities ? A. Maybe exists easier solution, but I, as scientist with 20++ years of financial background, do not know such solutions and never read about them. My friend also scientist, former counselor of President USA also do not know such solution. May be YOU’LL try to find or invent them. 7. Q. What will happen if prospective seller will refuse my offer to sell with Clearing? A. Both parties will obtain only losses and become poorer. And nothing more will be happen. European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 25 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 8. Q. I’m Borrower and want to know who can issue for my Loan such Certificate? A. European Standard Bank can issue for you such Certificate in English and other languages you need in your business practice. To obtain Certificate you have use this specimen and include inside data from your business-plan and from assets evaluation document made by professional specialist who have license to do it. Based on your Business Plan, Exert Conclusion, and Agreement with your investor ESB will issue for you such document on paper and also will be available inside banking system. Everybody who will use your clearing money in “clearing ring” will be able to know their market value. Read in our price list of cost for this service. 9. Q. Can European Standard Bank provide for me list of suppliers who willing sell with Clearing technology ? A. We are thinking about such service to create specific market place for Clearing participants, something like we have on Forex or Future markets. Probably such service will exists in nearest future. But today you have make deals on case-by-case bases with partner you will find on markets you are working with. 10. Q. What have I to do if I want obtain for Clearing transactions Loan? A. You have fill out application form and provide us. And we will forward to prospective investor. 11. Q. I read that conventional international lending today does not exists at all. Especially does not exists for emergency markets at all. A. You are not right. Conventional International Lending exists all time. Today you can find very much information placed into Internet by enforcement agency, worked under nicknames of independent observers etc and place there such false information. I don’t know there goals because I never worked there. For example, Russian businessman Oleg Derepaska obtained billions US dollars loans from International Lenders during last years. Please investigate Internet and find biography and others facts of his business life and you will find amount of International Loans he got. 12. Q. Can you tell me have any chance obtain conventional loan like Oleg Derepaska ? A. To obtain such Loan you business must meet the next criteria: 1) You must to be owner at least of 30% of market with you production in your country. 2) Your business must to be based on patent of significant Know-How. 3) You must to have collateral with high level of liquidity, which cover Loan and Interest, sometimes twice. 4) Your company must to have stable significant turnover, confirmed by tax officials and auditors like PRICEWOTERHOUSE COOPERS, KPMG, etc. You must to be able at least 50% of total project necessary investment. Nobody and never will invest in you project 100% of capital. Some others demands are also. It was demands if you seek international lending. If you seek joint-ventures, you have to know that each party of joint-venture will have shares (ownership) proportionally of initial European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 26 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 capital you able invest into joint-venture business. If you have only businessplan in your hands and some insignificant assets, probably you can obtain up to 5% shares (ownership) in joint-venture and never 30%, 40%, 50% etc. Because it’s only your dream, which never will be true because against rules of joint-venture creations which exists hundred years. If you will seek leasing you also must to be capable pay et least 20%-30% of leasing upfront from your own funds. You can obtain conventional loan theoretically if you meet above demands. But ONLY OUT OF CRISIS TIMES. In crisis it also impossible due to lack of money in World, in most financial institutions. Why ? Please read BUSINESS LOAN CERTIFICATE document carefully and you will find answer. 13. Q. I think to make significant changes in my business. I want wipe my money from the bank I use and purchase with them gold, real estate, other valuable assets and under their collateral obtain finance in European Standard Bank for operational needs. In this case I’ll prevent my risk to lose all in case when collapse occurs and will keep my ability conduct my business turnover. Is it good solution? Can it save my assets? A. We cannot give you any advice what you have to do. Only think about next facts. My friend, former counselor of president USA in private conversation 24 November 2012 told me:” deposits are only worth 5% of what they were and may soon no longer exist when collapse occurs”. If you wipe money and purchase something you will have 100% of your money market value stored in hard assets and in case of collapse for you will be easy to recover them. And simultaneously you will make your assets make business turnovers with Clearing accounts of European Standard Bank. What is better for you - it’s your business. 14. Q. I never was phisically in European Standard Bank I don't know what will happen if this finanacial instutution will fill Bankrupcy or become insolvent. What will happen with my assest are they safe ? A. On the one hand you will lose nothing because assets are always WITH YOU and European Standard Bank as any other clearing financial institution operate only with their VALUE but never operate with phisical assets. In the World history you can find very much banks who was insolvent or bankrupt. But you cannot find NO ONE PURE CLEARING FINANACIAL INSTITUTION which bacame bankrupt due to nature of clearing business. And possibility of physical presense never guarantee for you safety of your assets, especially and in case of collapse or risky assets management of Bank’s stuff. In case of clearing YOU AND ONLY YOU IS YOUR ASSETS MANAGER and no one officer of Clearing financial institution have influence here. Where you are absolutely safe?! Think for himself, ask auditors, lawyers, consultants, anybody who is expert in Clearing. Such is reality. 15. Q. What about taxes ? How I can pay VAT and others taxes using clearing money ? European Standard Bank Officer’s signature _____________________________ EUROPEAN STANDARD BANK (http://www.esbank.org), (Proforma-Specimen) 27 BUSINESS LOAN CERTIFICATE Certificate Unique Registration ESB number: 0836367876 Last update date: 03/01/2013 A. Nobody in the World pay taxes with clearing money. Ask taxes counsellor or auditor or tax consultant about business practice in this case. Only I wish inform you that tax obligations exists always and in all countries if you or somebody sell something, or, by others words if we have change of assets owner. Instead of sale something you can borrow money and transfer to lender your assets as mortgage for 5, 10, or 50 years. During these 5, 10 or 50 yeras you have not pay taxes because owner of assets is the same. It's tax planing technique, absolutelly legal. 16. Q. My seller want not sell assets based on pure clearing technology. Some of them ask 50% or 60% or 75% of money they have use free without any limitations. I cannot find other party who agree for pure clearing. Exists any solution in this case ? A. Some clients in such case try obtain loan with others financial institutions using assets they purchased by clearing as mortgage. In European Union countries available loans from 3% per years sometimes. Such refinancing in countries of Emergencies Markets are more expensive. In times of financial crisis obtaining such finance is very problematic. Your seller MUST ADJUST his intents in accordance with financial reality. You can involve into deal good known consultants who will help for Seller understand reality of World in financial crisis and adjust his dream to reality or he will obtain only loses. European Standard Bank Officer’s signature _____________________________