BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
To
Dear Sirs,
LETTER OF INTENT/CONTRACT
l, …………………….. , Private Investor with business address at …………………………… do
hereby confirm with full legal and corporate responsibility, under the penalty of perjury, that we
are in full control of the required funds and are ready, willing and able to purchase with good,
clean and cleared EUROS of non-criminal origin, the following bank instruments:
1. Instruments
2. Format
3. Issuing bank
4. Contract Size
5. Currency
6. Term
7. Age
8. Interest Rate
9. First Tranche
10. Denomination
I1. Invoice Price
12.Commission :
13. Delivery
: Medium Term Notes (MTNs) CASH BACKED
: Per Standard Top World Bank/ICC Format APPENDIX (1)
: top 25 Western European Banks
: 100 Billion with Rolls and Extensions
: EURO
: Ten (10) years and One day
: Fresh Cut
: 7.5% payable annually
: Euro Five Hundred Million only (Euro 500,000,000.00) or to be
mutually agreed and subsequent tranches to be agreed.
: To be agreed.
: Twenty Nine Percent (29%) of face value
: One Percent (1%) of face value as Consultant Fee to be paid by
the buyer, Half Percent (0.5%) each to Buyers side and Sellers
side consultants respectively.
: Original Hard Copies by bank bonded courier
Within seven (7) international banking days after authentication of
payment.
CLOSING PROCEDURE FOR THE TRANSACTION:
1. The Buyer sends this endorsed and signed LOI/CONTRACT with full banking coordinates to
the Seller containing:
a) Client’s information Sheet (CIS). APPENDIX “A”
b) Attestation of Corporate Resolution. APPENDIX “B”
c) Affidavit of Non-solicitation. APPENDIX “C”
d) lrrevocable Master Fee Protection Agreement (IMFPA) APPENDIX “D”
e) Colour copy of the Buyer's signatory passport APPENDIX “E”
f) Company Incorporation Certificate APPENDIX “F”
g) Certified true copy of Proof of Funds in the form of tear sheet (ideally not more than
3 days old) for the first tranche amount only APPENDIX “G”
h) A letter of ‘Authorization To Verify' (ATV) the first tranche only APPENDIX “H”
i) PROPOSED TRANCHE SCHEDULE APPENDIX “I”
Page 1 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
j) Question for buyer to answer. APPENDIX “J”
2. Upon successful authentication of CASH FUNDS in the account of the Buyer, evidences that
Buyer is an existing long term contract buyer, the Seller will countersign the LOI and return to
Buyer with Details of Issuing bank, passport copy. This LOI automatically becomes a full
commercial recourse contract. Both parties shall lodge the executed contract with their
respective banks.
3.Within 3 banking days, the Issuing Bank will send Pre-Advice Swift MT-799 to the Buyer’s
Bank (Please see Exhibit “A“ below for verbiage).
4.Within 3 banking days after authentication of Pre-Advice Swift MT-799, the Buyer will issue
ICBPO of Invoice Price by swift MT799 to seller‘s (Please see Exhibit “B“ below for verbiage).
5.Within 3 banking days after authentication of ICBPO, the Issuing Bank will issue Confirmation
Swift MT-760 to the Buyer’s Bank (Please see Exhibit “C“ below for verbiage).
6.Within 7 banking days after authentication of MT760, the Buyer will pay the Invoice Price 29%
face value to the Seller.
7.At the same time, the Buyer will pay the 1% commission to the Intermediaries Paymasters in
accordance with the IMFPA.
8.Within 7 banking days after authenticaton of payment, the Issuing Bank will send the hard
copy of the MTN to the Buyer’s Bank by bank bonded courier.
9.Any unauthorized calls by any party or its representative lawyers to probe or communicate in
an improper way to bank(s) in this transaction shall be prohibited and contract terminated.
(Should Buyer default to pay the fees to the Seller and the Intermediaries fees as agreed on this
contract within allowed number of days on confirmation of Swift MT-760, Seller shall instruct the
issuing bank to put a claim on the MTN thereby forcing the Buyer's bank to return the MTN swift MT760 to the issuing Bank.)
All subsequent tranches will be based on the same procedures until collateral or funds become
exhausted.
Page 2 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
A. Buyer’s Banking Details
Bank Name
Bank address
Bank Officer
SWIFT Code
Bank Tel/Fax
Email Address
Account Name
Account Signatory
Account No.
B. Seller’s MTN Issuing Bank’s Details:
Bank Name
Bank Address
Bank Officer
SWIFT Code
Bank Tel
Bank Fax
C. Seller’s designated Bank to receive ICBPO SWIFT MT799/MT-103
Bank Name
Bank Address
Bank Officer
SWIFT Code
Bank Tel
Bank Fax
Account Name
Account No
Special Conditions:
1. Multiple banks and accounts may be used by Buyer and Seller to facilitate exhaustion
of the contract. Buyer and Seller may change or add transaction banks by providing
written notice within eight (8) banking hours to each other. Both parties, as well, shall be
responsible for their own institutional costs and accept liability for taxes, imposts, levies
or charges that may be applicable in the execution of this transaction
2. Any unauthorized bank calls communications and any improper solicitations or
disclosure involving any concerned in this transaction will result in the immediate
cancellation of this transaction and subject the violating. Party responsible for damages
Page 3 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Any unauthorized calls by any party or its representative lawyers to probe or
communicate in an improper way to bank(s) in this transaction shall be prohibited.
3. Penalty Clause for non-performance: Should any of the parties herein fail to perform as
required by this contract, once signed, then, the failing party shall indemnify the other
party for an amount of the TWO percent (2%) of the first TRANCHE AMOUNT of the
transaction..
4. This LOI/Contract is a· full recourse commercial commitment governed by the laws of
jurisdictions in which both parties reside and is also governed by the standards ICC
regulations.
5. The FORCE MAJEURE exception clause of the International Chamber of Commerce
(l.C.C. Publication No. 421) is hereby incorporated in and made an integral part of this
document.
6. This transaction constitutes a private placement for the purchase and sale of bank
instrument, conducted between two (2) Principal entities to be defined by contract and
as such, is not intended to be nor shall be interpreted as a securities transaction defined
by U.S. Securities Act 1933/44 or as amended by law or any other nation.
7. The parties herein agree that the non-circumvention and non disclosure rules of all
issues from ICC, the latest edition, shall apply to the transaction for a period of five (5)
years from the date of execution of this Contract by the undersigned, his/her Assigns,
Agents and/or Heirs.
8. Facsimile copies of this document when fully executed ore to be considered original and
becomes binding by the parties upon acceptance.
We hereby acknowledge and confirm that neither the Collateral Provider/Seller nor their
Associates, nor any person on their behalf solicited me in any way whatsoever that can be
construed to be a solicitation herein.
Both parties hereby affirm and attest that each has the authority to accept and execute this fully
legal Contract and to be bound by its terms and conditions
We hereby confirm with full authority that the above terms are agreed and acceptable.
Page 4 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
For and on behalf of the Buyer
____________________________
Authorized Signatory
Name:
Passport Number:
Country of Issue:
Issue date:
Expiration date:
For and on behalf of the Seller
Company Seal
____________________________
Authorized Signatory
Name:
Passport Number:
Country of Issue:
Issue date:
Expiration date:
Page 5 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Exhibit “A“
BANKER PRE-ADVICE SWIFT MT799
BUYER CAN PROVIDE WITH BUYER BANKERS TEXT
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
Page 6 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Exhibit “B“
SWIFT TEXT FORMAT FOR (ICBPO)
Irrevocable Conditional Bank Payment Order (ICBPO) OUTPUT via SWIFT MT799
(Text may vary in substance but the essential undertaking must be maintained)
Date
Transaction Code
To
SWIFT Code
From
SWIFT Code
Beneficiary Name
Account Number
:
:
: (The Seller's Designated Bank)
:
: (The Buyer's Bank)
:
:
:
Dear Sirs,
We, FC MTN Beneficiary‘s paying bank, hereby present our Irrevocable, Assignable, transferable and
callable Cash-Backed Conditional Bank Payment Order by SWIFT MT 799 in favor of the beneficiary for
the account of (Buyer's Name and Account Number) in the amount of Euro ………………….. (Euro
………….).
This amount will be wired by SWIFT MT103 unconditional against the delivery of the Bank Instrument
described herein.
We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are from a
legal source.
This irrevocable S.W.I.F.T. is a binding due bill and is immediately callable on us for cash payment
against the bank certified corporate invoice for purchase and delivery of the bank specified herein.
Instrument
Issuer
Term
Interest
Amount
Denomination
Beneficiary
Full Address
: Medium Term Notes (MTN)
: To be named
: Ten (10) years and One (1) day
: Seven Point Five Percent (7.5%) payable annually in arrears.
: EURO
: Euro 100M, 250M, 500M as available or agreed upon.
: to be named
: to be named
This conditional, irrevocable, divisible assignment transferable and callable S.W.l.F.T wire transfer is valid
for fifteen (I5) international banking days from DDMM2012 until DDMM2012 17:00 Hours Central
European Time (CET).
This is an operative bank instrument and is subject to the uniform commercial code as it relates to bank
credit instruments.
Yours faithfully,
For and on behalf of
_______________________
___________________________
Authorized Bank Officer (1)
Authorized Bank Officer (2)
Name
Name
Title
Title
Pin Code
Pin Code
Page 7 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
To
SWIFT Code
From
SWIFT Code
MTN No.
Amount
Currency
CUSIP No.
ISIN No.
Issued at
Issue date
Maturity date
Exhibit “C“
Medium Term Notes (MTNS)
As Per Standard Top World Bank/ICC Format
: (Buyer’s designated bank)
:
: (Seller‘s bank)
:
:
:
:
:
:
:
:
: Ten (10) years plus one (1) day.
For value received, we, the undersigned, (Name of issuing bank), hereby irrevocably and
unconditionally without protest or notification promise, to pay against this Medium Term Note to
the order of (Name of the Beneficiary), the bearer or holder thereof, at maturity, the sum of (in
figures and words) Euro in the lawful currency of the European Union upon presentation and
surrender of the Medium Term Note at the office of (Name and address of the issuing bank).
Such payment shall be made without set-off and clear of any deductions or charges, fees, or
withholdings of any nature now and then after imposed, levied, collected, withheld or assessed
by government of (Country of Issue) or any political sub-division or authority thereof therein.
The Medium Term Note is transferrable, assignable and divisible without notification of the
issuing bank and payment of any transfer fee.
This Medium Term Note is subject to the Uniform Customs and Practice for Bank Instrument in
accordance with the International Chamber of Commerce Publication No. 600 (latest revision)
This Medium Term Note shall be governed by and shall be construed in accordance with the
law of (country of issue)
Yours faithfully,
For and on behalf of
______________________
Authorized Bank Officer (1)
Name
Title
Pin Code
___________________________
Authorized Bank Officer (2)
Name
Title
Pin Code
Page 8 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “A”
CLIENT INFORMATION SHEET (CIS)
In accordance with Articles Two (2) Through five (5) of The Due Diligence Convention and
he Federal Marketing Commission Circular of December I998, concerning the prevention of
money laundering, the following information may be supplied to banks and/or other Federal
Institutions for purposes of verification.
1)
Buyer Full Name
Business Address
Business Registration
No
Telephone
Facsimile
E-mail address
2)
Buyer Signatory Full
name
Title
Nationality
Passport No
Date of Issue
Date of Expiration
Of Birth
Place of Birth
SSN/Identity No
Address
Telephone
Mobile Telephone
Facsimile
Skype id
Email Address
3)
Legal Counsel
Address
Telephone
Facsimile
Email Address
4)
Page 9 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Buyer’s Banking
Coordinates
Name of Bank
Bank Address
Account Name
Account Signatory
Account No
SWIFT Code
Bank Officer
Email Address
To be arranged
5)
Funds available for 1st
tranche
Origin of Funds
Are funds clean and
clear?
6)
Brief Description of
Corporate Activities
Declaration:
I hereby swear under penalty of perjury, that the information provided is both true and accurate.
I am the signatory on the aforementioned bank account. All monies engaged in this transaction
aare derived from non-criminal origin; and, are good, clean and cleared. The origin of funds is in
compliance with Anti-Money-Laundering Policies as set forth by thi Financial Action Task Force
(FATF) 6/O1.
Signed and executed on this ……… day of ……….. 2012
For and on behalf of the Buyer
____________________________
Authorized Signatory
Name:
Passport Number:
Country of Issue:
Issue date:
Expiration date:
Page 10 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “B”
ATTESTATION OF CORPORATE RESOLUTION
This is to certify that the Board of Directors of ……………………………,
I , ……………………… ……………C EO of ………………. , wit h bus in ess ad dr es s at
…………………………………………., (hereafter "Company") attended a
Board of Directors meeting which was duly and regularly called, noticed and held on
………………. 2012, of The Company‘s above referenced address of which there was present a
quorum thereof. Mr. …………. was serving as Chairman of the Meeting and Mr. ……………..as
Secretary, and the following resolutions were unanimously adopted:
RESOLVED that Mr. ……………………., CEO, of …………………. with passport number:
……………issued in…….. on the date of ……………..and expiring on ……………., shall be and
hereby is appointed and fully authorized to act individually as the sole representative of the
Company to execute all necessary documents on behalf of the Company in connection with the
purchase and/or sale of Bank Instruments, and to effect the opening and operation of bank
accounts on behalf of and for the benefit of the Company at any bank(s) he shall select, and be
a signatory thereon to accept and disburse funds from the said bank accounts at his discretion
and determination and to execute investment, bank or deposit contracts with his selected
sources and banks with respect to the Company’s deposits therein, at his discretion for and in
the best interest of the Company.
FURTHER RESOLVED that Mr.………………………as the CEO of the Company, hereby is
authorized and directed to certify that the foregoing resolutions and the provisions thereof are in
conformity with the charter, bylaws and articles of incorporation of the company, and that the
foregoing resolution and the authority thereby conveyed shall remain in full force and effect until
the purposes set forth herein are accomplished.
It is further certified that the foregoing resolutions have never been modified or amended and
are now in full force and effect and that now the above named Mr. ……………….. has been duly
elected and appointed to hold office, is presently holding office, and is empowered to act for and
in behalf of the Company, and that this fax or photocopy of the BOARD RESOLUTION shall be
at equal value to the original and shall be accepted as such by everyone for all purposes,
everywhere.
There being no further business to come before the meeting, upon the motion duly made,
seconded and unanimously carried, the meeting was adjourned.
Page 11 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Signed and executed on this ……… day of ……….. 2012 by:
The Chairman of the Meeting:
Mr. ………………………..
In Presence of
The Secretary of the Meeting:
Mr. ……………………….
____________________________
Authorized Signatory
Name:
Mr. …………………
Title:
CEO
Passport Number:
Country of Issue:
Issue date:
Expiration date:
Page 12 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “C”
AFFIDAVIT OF NON — SOLICITATION
I,
…………………………….
Private
Investor,
with
business
address
at
………………………………… do hereby confirm that I have requested your organization via our
Letter of Intent dated …….. 2012 with Buyer’s Code: ……………….. and to provide me with
specific confidential information and documentation regarding the purchase of Fresh Cut
Medium Term Notes (also referred to as "MTN").
I further confirm that I have requested such information to serve only my interests and purposes
and the information shall not be for further distribution. I hereby agree to keep all information I
receive from your organization strictly confidential, and l shall not disclose it to any third party.
I hereby declare that I am fully aware that the information you have or will give me is in direct
response to my request, and that it should not in any way be considered or intended to be a
solicitation of funds of any sort, or any type of offering. I hereby confirm that the information is
intended for my general knowledge only. and that I consider myself an experienced and
sophisticated investor. I hereby affirm, under penalty of perjury, declare that I have requested all
information from you and your organization of my choice and free will, and further that your
organization has not solicited me in anyway.
I understand that the contemplated transaction is strictly one of private commercial investment
transaction and in no way does it rely upon or relate to the United States Securities Act 1933 or
1934, as amended or related regulations in the USA, its jurisdictions or other nations similar
securities laws and regulations. I agree that this private commercial investment transaction is
exempt from the aforementioned securities act and it is not intended for the general public with
all documentation being for private use only.
Signed and executed on this ……… day of ……….. 2012
For and on behalf of the Buyer
____________________________
Authorized Signatory
Name:
Passport Number:
Country of Issue:
Issue date:
Expiration date:
Page 13 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “D”
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
l, …………………………….., Private Investor, with business address at
……………………………………………
(Hereinafter referred to as the "Payor“) acting with full responsibility, hereby irrevocably and
unconditionally, without protest or notification, without prejudice, recourse, or delay, guarantee
to pay the fee entitled to Beneficiaries listed on this document, via Wire transfer, at the time of
settlement each and every tranche of the transaction.
1. Instruments
2. Format
3. Issuing bank
4. Contract Size
5. Currency
6. Term
7. Age
8. Interest Rate
9. First Tranche
10. Denomination
I1. Invoice Price
12.Commission :
13. Delivery
: Medium Term Notes (MTNs) CASH BACKED
: Per Standard Top World Bank/ICC Format APPENDIX (1)
: top 25 Western European Banks
: 100 Billion with Rolls and Extensions
: EURO
: Ten (10) years and One day
: Fresh Cut
: 7.5% payable annually
: Euro Five Hundred Million only (Euro 500,000,000.00) or to be
mutually agreed and subsequent tranches to be agreed.
: To be agreed.
: Twenty Nine Percent (29%) of face value
: One Percent (1%) of face value as Consultant Fee to be paid by
the buyer, Half Percent (0.5%) each to Buyers side and Sellers
side consultants respectively.
: Original Hard Copies by bank bonded courier
Within seven (7) international banking days after authentication of
payment.
This Agreement constitutes our irrevocable payment commitment to the intermediaries and shall
form at any time integral part of any relevant Contract between the Buyer and the Seller, and
shall remain in effect until completion of this transaction, including any renewals, roll, extensions
and additions.
This Agreement shall be lodged in our Bank and from that Bank an acknowledged will be
forwarded to Beneficiaries. Similarly it will also be lodged with Seller's side bank for
completeness of filing.
Now therefore, in recognition for the services rendered towards the completion of contractual
formalities and the commencement of the above referenced transaction, We the undersigned,
………………….Private Investor, with business address at ……………………………………….
(Hereinafter the "Payor"), hereby irrevocably and unconditionally, without protest, demand or
delay, promise and guarantee to pay consultancy fees of …………….percent (…..%) of the face
value of the transacted instruments, to the joint and several benefit of the hereinafter
Page 14 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
consultants and Project Funding ( being referred to hereinafter collectively as " Beneficiaries"
and individually "Beneficiary" )
Said consultancy fees shall be paid upon successful closing of each and every tranche
concurrently with each payment of the instruments purchased by us. Further it is agreed that
said consultancy fees shall be paid in good, clean and unencumbered Euro currency and
delivered, via wire transfer, to the designated account coordinates
This Agreement and Pay Order is unconditional, assignable and divisible and shall inure to the
benefit of the beneficiaries and their- respective heirs, administrators, successors and assigns,
as the case may be, and shall be binding and enforceable upon us, our successors and assigns
as the case may be until this transaction including any renewals, extensions and additions are
fully completed
This Fee Agreement-Pay Order, even if transmitted 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 years from the date of this document or the last date of the
contract including any renewals, extensions and additions are fully completed and we agree to
respect those.
We understand that the contemplated transaction is strictly one of private placement and is in
no way relying upon or submitted 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 to be
aware that Beneficiaries may not be licensed securities brokers.
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 indicated transactional codes, (and any SelIer‘s code to be further provided and any
other identification codes shall remain the same and shall not be changed until this transaction
including any renewals, extensions and additions are fully completed and we agree to respect
those. The transaction code may be amended only by agreement between all parties hereto.
Consultants cannot be ordered subpoena to appear in court to testify on any matter related to
the principal transaction, whose liability shall be born exclusively by the Principals.
We agree to pay the fees from the under specified banking:
Page 15 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Buyer's Banking Details:
Buyer’s Banking
Coordinates
Name of Bank
Bank Address
Account Name
Account Signatory
Account No
SWIFT Code
Bank Officer
Email Address
FEES SHARING
TOTAL AMOUNT: ……… Percent (…%) of the face value from each and every trance of this
transaction, including any rolls & extensions, contract renewals and revisions to be paid to
Beneficiaries for Commissions …..%) to be shared as follows:
COMMISSIONS:
SELLER'S SIDE (OPEN): …………Percent (….%)of the face value from each and every trance
of this transaction, including any rolls or extensions, contract renewals and revisions.
Beneficiary Name(s)
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Phone/Fax
Required Message
ALL TRANSFER INSTRUCTIONS SHALL STATE:
"FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN
AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEFICIARY’S BANK. THE BENEFICIARY IS KNOWN BY THE
REMITTER AND THIS REMITTANCE IS DELIVERED WITHOUT
RECOURSE.
BUYER’S SIDE: ……………………..Percent (…%)
PAYMENT: ………………………….Percent (…%) of any and every tranche of the transaction
Page 16 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
GROUP #1: 33% (0.33%) Percent of ………) of any and every tranche of the transaction
Beneficiary Name(s)
Bank Name
Bank Address
Account Name
Account Number
SWIFT Code
Bank Phone/Fax
Required Message
ALL TRANSFER INSTRUCTIONS SHALL STATE:
"FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN
AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEFICIARY’S BANK. THE BENEFICIARY IS KNOWN BY THE
REMITTER AND THIS REMITTANCE IS DELIVERED WITHOUT
RECOURSE.
GROUP #2: 33% (0.33%) Percent of ………) of any and every tranche of the transaction
PAYMASTER
Name/
AMOUNT TO BE
PAID
Represented By
Title
Passport Number
Issue Date
Expiry Date
Nationality
Sign/Seal/Date
Bank Name
Bank Address
Account No.
Account Name
SWIFT Instruction re
USD
SWIFT instruction re
EURO
Bank Officer
Beneficiary Group
Bank
Telephone/Fax
Page 17 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
SPECIAL WIRE
INSTRUTIONS
Required Message
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE
TRANSFER &
EMAIL a notification immediately upon each transfer payment
together with the transactions codes to:………………….
ALL TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE
CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEFICIARY’S BANK”
GROUP #3: 34% (0.34%) Percent of ………) of any and every tranche of the transaction
PAYMASTER
Name/
AMOUNT TO BE
PAID
Represented By
Title
Passport Number
Issue Date
Expiry Date
Nationality
Sign/Seal/Date
Bank Name
Bank Address
Account No.
Account Name
SWIFT Instruction re
USD
SWIFT instruction re
EURO
Bank Officer
Beneficiary Group
Bank
Telephone/Fax
SPECIAL WIRE
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE
INSTRUTIONS
TRANSFER &
EMAIL a notification immediately upon each transfer payment
together with the transactions codes to:………………….
ALL TRANSFER INSTRUCTIONS SHALL STATE: "FUNDS ARE
Required Message
CLEAN AND CLEAR, OF NON-CRIMINAL ORIGIN AND ARE
PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEFICIARY’S BANK”
Page 18 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
Even though there are any wording, term and condition in this IPOSF, when the contract doesn‘t
complete successfully, the stated PAYMASTER cannot sue any civil and criminal action, and
cannot demand any expenses, charges and costs to the undersigned Buyer. . This agreement is
effective only when this transaction is successful.
This Agreement-Pay order shall be lodged in our bank and a copy from that bank will be
forwarded to all beneficiaries.
This IMFPA and the payment of the fees herein are subject to the International Chamber of
Commerce “ICC” and the “ICC” arbitration act. All NCND clauses as prescribed by ICC rules
(latest edition) shall apply to the agreement.
This IMFPA is irrevocable, divisible and unconditional, and may be assigned only by the
beneficiaries / intermediaries named herein with the approval of the buyer.
This IMFPA 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 the document shall be deemed binding on the
parties with the same force as the signed original.
The IMFPA is valid when commencement of the above-referenced transaction takes place and
shall remain valid and enforceable for the full term of this transaction, including any new
agreement between the Buyer and the Seller and/or their assigns.
The beneficiaries reserve the right to change the bank coordinates stated herein at any time by
providing written request to the Buyer’s master paymaster.
Upon execution this IMFPA agreement and the final agreement and prior to, or simultaneously
with the first transaction, we guarantee that this IMFPA agreement will be lodged with the
Buyer’s bank.
The Buyer’s bank, via paymasters shall provide the beneficiaries, by email or by telefax with
copies of the SWIFTs related to all payment instructions upon the closing of each and every
tranche of the above transaction.
Buyer agrees it is clearly understood, this IMFPA forms an understanding between all interested
parties listed herein.
I 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.
Page 19 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
I/WE AGREE TO THE ABOVE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT IN
ITS ENTIRITY
Signed and executed on this ……… day of ……….. 2012
For and on behalf of the Buyer
____________________________
Authorized Signatory
Name:
Passport Number:
Country of Issue:
Issue date:
Expiration date:
Signed and executed on this ……… day of ……….. 2012
For and on behalf of the Seller
(Company Stamp/seal)
____________________________
Authorized Signatory
Name:
Passport Number:
Country of Issue:
Issue date:
Expiration date:
Page 20 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “E”
A) BUYER SIGNATORY’S PASSPORT COLOUR COIPY
Page 21 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “F”
B) BUYER’S CORPORATION – INCORPORATION CERTIFICATE OR
BUSINESS REGISTRATION CERTIFICATE
Page 22 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “G”
Certified true copy of Proof of Funds in the form of tear sheet ( ideally not more than
3 days old) for the first tranche amount only SELLER SIGNATORY’S PASSPORT COLOUR
COPY
Page 23 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “H”
A letter of ‘Authorization To Verify' (ATV)
AUTHORIZATION TO VERIFY FUNDS
Date
To
Dear Sirs,
:
:
THE COLLATERAL PROVIDER
Buyer’s Code :
I/We, under Penalty of Perjury and with Full Corporate Responsibility, as C.E.O. of
________________________________, holder of ___________ Passport No. ___________,
hereby authorize you to instruct your bank to verify our bank account No. _____________,
having a minimum of good, clean, clear funds of non-criminal origin of EURO
_______________________Billion (Euro xyz,000,000,000.00) being the amount for the
purchase of MEDIUM TERM NOTE’S (MTN’S) on a bank to bank basis.
Bank Name
Address
Tel. No.
SWIFT Code
Bank Officer
Title
Bank Officer Email
Account Name
Account Signatory
Account No.
:
:
:
:
:
:
:
:
:
:
I am the authorized signatory to the funds in Bank Account No. ____________________. .
This fax copy or electronic mail copy shall be accepted as an original document.
Yours faithfully,
For and on behalf of the Buyer
(Company Seal)
_________________________
Name
:
Title
: CEO
Passport No. :
Issuing Country
:
Date of Issue :
Date of Expiry :
APPENDIX “I”
Page 24 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
PROPOSED TRANCHE SCHEDULE
WEEK
DAY
1st
2nd
3rd
4th
5th
6th
7th
8th
9th
10th
1
2
3
4
5
6
7
8
9
10
TRANCHE
#
1
2
3
4
5
6
7
8
9
10
3rd
1
2
3
4
5
11
12
13
14
15
4th
1
2
3
4
5
16
17
18
19
20
5th
1-5
21-
FACE VALUE
€ 500,000,000 X 1
€2,000,000,000 X -€ 5,000,000,000 X -€10,000,000,000 X
€ 20,000,000,000
€ 50,000,000,000
€ 50,000,000,000
€ 50,000,000,000
TO be agreed
To be agreed
REMARKS
FIRST TRANCHE
SECOND TRANCHE
THIRD TRANCHE
FOURTH TRANCHE
FIFTH TRANCHE
SIXTH TRANCHE
SEVENTH TRANCHE
EIGHTH TRANCHE
NINTH TRANCHE
TENTH TRANCHE
Page 25 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
APPENDIX “J”
QUESTIONAIRE FOR THE BUYER TO ANSWER
Q1
A1
Are you an existing Buyer of MEDIUM TERM NOTE’S (MTN’S) ?
Yes or No ?
Q2
If yes, how much MEDIUM TERM NOTE’S (MTN’S) in terms of value have you
bought in the last 3 years ?
A2
Q3
A3
Do you have a license to buy MEDIUM TERM NOTE’S (MTN’S) ?
Yes or No ?
Q4
A4
If yes, who is the issuing authority of this license ?
Q5
Can the Seller’s organization verify and authenticate this license with your Bank
Officer?
A5
Yours faithfully,
For and on behalf of the Buyer
(Company Seal)
_________________________
Name
:
Title
: CEO
Passport No. :
Issuing Country
:
Date of Issue :
Date of Expiry :
Page 26 of 27
Buyer Initials:___________
Seller initials:__________
BUYER’S FULL INFORMATIONAL LETTER HEAD
Office Tel No, Office Fax No, Buyer Mobile Tel No,
Buyer Email Address, Buyer skype Id
TRANSACTION CODE:
BUYER’S CODE:
SELLER’S CODE :
SELLER SIGNATORY’S PASSPORT COLOUR COIPY
Page 27 of 27
Buyer Initials:___________
Seller initials:__________