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LOI/RWA FOR BANK INStRUMENT LEASE AGREEMENT CLIENT NAME: International Investment Limited
BANK INSTRUMENT: SBLC SBLC MTN
PURPOSE OF THE INSTRUMENT: Loan instrument NAME & EMAIL ADDRESS OF BROKER THAT DIRECTED YOU TO US: This Agreement is made and enter into the date xx/xx/xxxx, by and between the party described below: The SENDER’S information
(Hereinafter referred to the 'SENDER’ on one part) and The RECEIVER’S information:
(Hereinafter refered to the 'RECEIVER’ on the other part) WHEREAS, the RECEIVER desires to leaseSBLC from the SENDER. RECEIVER confirms with full corporate and legal responsibility that funds are available to fulfill the requirements for the Leasing of the instrument and are ready and further confirms to cooperate with the SENDER. WHEREAS, the SENDER desires to lease, transfer and assign all rights title and interest of the SBLC available to the RECEIVER. SENDER represents and warrants that it has the ability and resources to arrange through associates, contacts and sources, with full corporate responsibility, financial instruments per the terms of assignments to be provided to RECEIVER. SENDER hereby declares under penalty of perjury that the SBLC will be backed by funds that are good, clean, clear, and free of non-criminal origin. The SBLC will be free and clear of all liens, encumbrances and third party interests. NOW THEREFORE, the RECEIVER has agreed to lease the SBLC at total of 8% of Face Value (plus) consultant fees (2%) for the instruments requested and SENDER has agreed to issue the SBLC for lease and both Parties hereby agree to the following:
PROCEDURE: 1. SENDER and RECEIVER to execute, sign and initial this Deed of Agreement which thereby automatically becomes a full recourse commercial contract after Receiverapplication has been accepted by the SENDER. 2. Within 3 days after both parties signed the Agreement, SENDER submits the contract to his bank for record. SENDER sends copy of the signed contract by PDF form and copy of the instruction letter which he sends to his bank to RECEIVER and invoice with undertaking letter. RECEIVER receives the documents and makes payment for the Swift Transmission and Portfolio Reservation’ bank handling charges before Sender'sbank will send the SWIFT MT799 and MT760. 3. Within 24 hrs after RECEIVER receives copy of the instructions letter and invoice with Undertaking Letter, Receiver pays the bank charges(0.5%),the REVEIVERsends wire transfer copy to SENDER for his confirmation before his bank will send the SWIFT MT799 and MT760. 4. Within 3 banking days after confirmation of the payment of the bank charges,the sender send the SWIFT MT799 and MT760 to Receiver bank, Sender bank sends the first SWIFT MT799 and the following day Sender'sbank sends SWIFT MT760 to Receiver bank co-ordinates. SENDER sends copies of the SWIFT MT799 and MT760 to RECEIVER for his confirmation. 5. Within 1 banking days, RECEIVER pays 6% the leasing fee. Sender's bank sends the hard copy of the SBLC/SBLC/MTN to Receiver bank by bonded courier. Within 24 hours Receiver bank confirms the hard copy, RECEIVER pays the brokers their fees. Should RECEIVER defaults to pay according to as agreed in the contract, the SENDER will instruct the issuing bank to put a claim on the SBLC and thereby forcing the Receiver bank to return the SBLC by SWIFT MT760 back to the issuing bank. DEFAULT AND PENALTY Any default in this concern will cause the automatic cancellation of this Agreement and the injured Party will have full right to initiate legal action demanding compensation of damages and prejudices for the amount of up to 1% (One percent) of the face value. NON-SOLICITATION The RECEIVER hereby confirms and declares that the SENDER, its associates or representatives or any person or persons on its behalf, has/have never ever solicited the RECEIVER, its shareholders or associates or representatives, in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions. FORCE MAJEURE Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a breach here under or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstance beyond the control of such party. The term “Beyond the Control of Such Party” include lawful order of Government or Authority, Act of War, rebellion or sabotage, fire, flood, earthquake or other natural disasters. Any other causes not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy. ARBITRATION All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the construction or application thereof or any account cost, liability to be made here under or as to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the ICC. This agreement contains the entire agreement and understanding concerning the subject matter hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This agreement will be governed by and construed in accordance with the laws of UK. In the event that either party shall be required to bring any legal actions against the other it enforce any of the terms of this agreement, the prevailing party shall be entitled to recover reasonably attorney fees and costs.
The SENDER and RECEIVER agree to the following banking co-ordinates pertaining to the agreement herein above stated: SENDER’S BANK CO-ORDINATES TO ISSUE SBLC:
SENDER BANK CO-ORDINATES TO BANK CHAGE( 0.5%):
SENDER BANK CO-ORDINATES TO RECEIVE BANK CHARGES (6%):
SENDER RESERVES the right TO USE ANY BANK ACCOUNT TO RECEIVE BANK charges OR HIS FEE. (IT’S OUR BANK REGULATIONS AND PROCEDURE) RECEIVER’S BANK CO-ORDINATES TO SBLC :
RECEIVER'S BANK CO-ORDINATES TO PAY FEES:
RECEIVER’S RESERVES the right TO USE ANY OF HIS BANK ACCOUNT TO PAY FEE AND received his instruments. (IT’S YOUR BANK REGULATIONS AND PROCEDURE) “EXHIBIT A” SAMPLE REFUND UNDERTAKING LETTER (Text may vary in substance but the essential undertaking must be maintained) Transaction Code : xxx Attn :XXX CLIENT NAME XXX XXX CLIENT ADDRESS XXX 00/00/2016. Dear Sir, Subject: Irrevocable Corporate Refund Undertaking We hereby confirm with full corporate responsibility under penalty of perjury that we are ready, Willing and able to deliver a Fresh Cut SBLC for total face value of $€00,000,000.00 (AMOUNT IN WORD) from our issuing BANK <Name & Address of SBLC/SBLC Issuing Bank>, as agreed in the Deed of Agreement to your bank coordinates with <ACCOUNT Name & ACCOUNT NUMBER of SBLC/SBLC/MTN FROM RECEIVING Bank>, within 72hours upon confirmation of your wire transfer of $€00,000.00 (AMOUNT IN WORD) being the bank charges to deliver BY SWIFT MT799 FOLLOWED BY MT760 to your nominated bank account below. RECEIVER’s Full Banking Coordinates. BANK NAME : xxx BANK ADDRESS : xxx ACCOUNT NAME : xxx ACCOUNT NUMBER : xxx BANK OFFICER : xxx SWIFT CODE : xxx TEL : xxx FAX : xxx We however, agreeto refund immediatelyto you the $€00,000.00 (AMOUNT IN WORD) WITHIN 30 BANKING DAYS AFTER IF WE FAIL TO deliver the SBLC/SBLC/MTN by Swift MT760 as stated in the contract. For and on behalf of XXXX OFFICER SIGNATURE OFFICER NAME TITLE “EXHIBIT b” SAMPLE INVOICE FOR EXTERNAL AUDITORS’ FEES FOR SWIFT HARMONIZATION TO SEND SWIFT MT799 AND MT760 (Text may vary in substance but the essential undertaking must be maintained) Transaction Code : xxx Attn :XXX CLIENT NAME XXX XXX CLIENT ADDRESS XXX 00/00/2016. Dear Sir, Invoice No: 00000 We hereby submit our invoice for the wire transfer payment of $€00,000.00 (AMOUNT IN WORD) being the BANK CHARGES TO SEND MT799 AND MT760 BY SWIFT for a fresh cut SBLC of $€00,000,000.00 (AMOUNT IN WORD) which our issuing bank will send by Swift MT760 to your receiving bank account as stated in our deed of agreement. Kindly transfer the total sum of us$00,000.00 (AMOUNT IN WORD) being the bank transmission charges into our provided bank account below and send a confirmation copy. Provider’s Bank Account to Receive Bank Charges BANK NAME : BANK ADDRESS : SWIFT CODE : ACCOUNT NO : BENEFICIARY : FURTHER CREDIT TO : For and on behalf of XXXX OFFICER SIGNATURE OFFICER NAME TITLE EXHIBITB1 SWIFT MT 799 FORMAT MESSAGE (From Sender’s Bank To Receiver’s Bank) ----------------------------------------------------------------------Instance Type and Transmission-------------------------------------------- Sender : ISSUING’S BANK Receiver : FUNDING’S BANK ……………………………………………………………………………………………………… PARTY A’S BANKING DETAILS: BANK NAME: ADDRESS: ACCOUNT NUMBER: ACCOUNT HOLDER: SWIFT CODE: BANK OFFICER: TEL. NUMBER: ----- --------------------------------------------------------- Message Text --------------------------------------------------------------------- AS PER MAKING A PRIVATE FUNDING AGREEMENT BETWEEN YOUR BANK’S CLIENT, ----------- AND _________________ LTD,WE CONFIRM THAT___________________LIMITED READY, WILLING AND ABLE TO RECEIVE THE FUND AND COMPLETE THE TRANSACDION, WE REQUEST YOU TO CONFIRM AND REPLY OUR BANK VIA MT 199/799 THAT___________________ LIMITED ARE READY, WILLING AND ABLE TO RECEIVE THE BANK GUARANTEE IN usdxB TO BE ISSUED BY HSBC BANK. with normal exclusions. FOR AND ON BEHALF OF __________________BANK SIGNED BY SIGNED BY _____________________ _______________ TITLE TITLE “EXHIBIT d” SAMPLE SWIFT MT760 FROM ISSUING BANK TO RECEIVER BANK (Text may vary in substance but the essential undertaking must be maintained) (EXAMPLE OF BANK GUARNATEE FOR REFERENCE ONLY) FOR THE VALUE RECEIVED, WE, BANK NAME----, ADDRESS AT --------------------------- WITH FULL BANK RESPONSIBILITY HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION PROMISE TO PAY AGAINST THIS CASH BACKED BANK GUARANTEE NO:---------------------- IN FAVOUR OF --------------------------- LIMITED,REPRESENTED BY MR. ----------------WITH PASSPORT:---------------,OR THE BEARER AND/OR HOLDER THEREOF, THE SUM OF --------------------------- IN THE LAWFUL CURRENCY OF ---------------------------, AT FIRST DEMAND,UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE, AT OUR COUNTERS,ON MATURITY DATE,AND NOT LATER THAN FIFTEEN DAYS AFTER THE MATURITY DATE. SUCH PAYMENT WILL BE MADE WITHOUT SET-OFF AND SHALL BE FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES,FEES,OR WITHHOLDINGS OF ANY NATURE,NOW OR HEREAFTER IMPOSED,LEVIED,COLLECTED,WITHHELD OR ASSESSED BY THE GOVERNMENT OF THE COUNTRY OF THE ISSUING BANK, OR ANY POLITICAL SUBDIVISIONS OF AUTHORITY THEREOF OR THEREIN.THIS BANK GUARANTEE IS TRANSFERABLE,DIVISIBLE AND ASSIGNABLE WITHOUT PRESENTATION TO US OR PAYMENT OF ANY TRANSFER OR ASSIGNABLE FEE. WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN, AND FROM A LEGAL SOURCE, AND SATISFY THE INTHRNATIONAL REQUIREMENTS OF A.M.L, ANTI-TERRORISM ANTI DRUG LAWS. THIS BANK GUARANTEE IS SUBJECT TO THE UNIFORM RULES FOR BANK GUARANTEE UNDER ICC PUBLICATION NO. 758 AND IT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ---------------------------. VALIDATION AND AUTHENTICATION PROCEDURES RELATIVE TO THIS INSTRUMENT IS CONDUCTED BANK TO BANK BASIS VIA SWIFT ONLY THIS IS A FULLY PERFORMED AND OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION SHALL FOLLOW. FOR AND ON BEHALF OF: SENDING BANK BANK OFFICER BANK OFFICEER (NO. ) (NO. ) TITLE TITLE FEE PROTECTION AGREEMENT Both SENDER and RECEIVER agree that the RECEIVER’s and SENDER's agents are entitled to 1% of the SBLC face value commission fees. These commission fees will be shared between the SENDER’s and RECEIVER’s agents as specified here below. The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the RECEIVER to the agents and intermediaries listed in this FPA by wire transfer simultaneously with the RECEIVER’s payment of 1% of the face value of the SBLCas Leasing fee to the SENDER for every tranche and/or transaction of the SBLC. The commission fees will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties. In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents, companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this business transaction in co-operation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions: 1. Each party agrees that they will not make any contact with, deal with or be involved with individuals, trader and investor introduced by another signatories without specific permission of the introduced signatory for the Investor. 2. The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories. 3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the end of every transaction. 4. This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world. 5. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings. 6. This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention. Each of the above parties agree and understand that any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process. Both parties hereby agree that the agents and intermediaries referred to in this FPA shall be as follows: TOTAL COMMISSION FEE OF 2% (TWO PERCENT) OF FACE VALUE IN EURO/USD PAID BY THE RECEIVER TO BE SHARED EQUALLY AS FOLLOW: TOTAL COMMISSION OF ONE [1%] TO RECEIVER'S SIDE
TOTAL COMMISSION OF ONE [1%] TO SENDER'S SIDE
This Fee Protection Agreement has been agreed and executed by the undersigned on the date of ______________________ 2016.
(RECEIVER’S PASSPORT IN COLOUR COPY) (RECEIVER’S COMPANY REGISTRATION COPY) (PROVIDER’S PASSPORT IN COLOUR COPY) |
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