procedimiento completo para la compra bg fc bg_ 50+2 sell loi-pof-pre-advice

BUYER’S FULL INFORMATIONAL LETTER HEAD Office Tel No, Office Fax No, Mobile No, Email , skype Id

Transaction Code:Seller’s Code:Buyer’s Code:

LETTER OF INTENT/DEED OF AGREEMENT (LOI/DOA)

To : BG Provider Att : CEOVia : Via : Sam Miglani

I, ____________, holder of Passport No. ________, authorized signatory as ____(Position/Designation)___ of ___(Buyer’s Complete Company Name)____ (hereinafter referred as “The Buyer”) hereby confirm with full legal responsibility, under penalty of perjury of law that we are ready, willing and able to purchase the following bank instruments, under the conditions described below with good, clean clear unencumbered funds of non-criminal origin.

BUYER’S CONTACT INFORMATION

Corporate Name :

Mailing Address

Country Represented By :Corporate Title :Nationality:Pass No./Issue date/Expireofficial email address:Tel /Fax/Mobile No.

SELLER’S CONTACT INFORMATION

Corporate Name :

Mailing Address

Country Represented By :Corporate Title :Nationality:Pass No./Issue date/Expireofficial email address:Tel /Fax/Mobile No.

Bank Instruments Particulars:

Instruments Fresh Cut , Cash Backed Bank Guarantee/Standby letter of Credit ICC ???Buyer’sInitials:Page1of34Seller’sInitials:



Closing Procedures for the Transaction:

1. The Buyer submits this LOI with full Banking Coordinates, Corporate Profile (Client’s Information Sheet), Non Solicitation Letter, Board of Directors’ Resolution, Master Fee Protection Agreement and a clear large color copy of the Buyer Signatory’s passport.

2. Aftersuccessfulduediligence , The Seller signs this LOI providing Seller’s full Banking Coordinates and returns it to the Buyer within Five (5) working days. The LOI upon being signed by the Seller and returned by the Seller to the Buyer true seller’s register email shall then become a formal legally binding Agreement between both parties. Both parties shall lodge the LOI/DOA and IMFPA with their respective Banks .

3. Within two (2) international banking days after sign agreement by both parties, the Seller issue Corporate Invoice and send it to the Buyer’s Bank via bank secure email .(ANNEX 5)

4. Within two (2) international banking days upon receipt of Seller’s Corporate Invoicevia bank secure email, The Buyer’s bank issues POF via SWIFT MT799 with total amount of Fortypercent (50%) of BG’s/SBLC’s face value to the Seller’s designated bank for the first tranche. (ANNEX 6 )

5. Upon verification and authentication of POF SWIFT MT799within two (2) international banking daysthe Seller’s bank sends the Bank Guarantee /Standby Letter of Credit Pre-Advice via SWIFT MT-799 to the Buyer’s designated bank (ANNEX 7).

6. Upon authentication of Pre-Advice SWIFT MT-799, within two (2) international banking days The Buyer’s bank issues conditional, irrevocable, divisible, assignable, transferable and callable ICBPO via SWIFT MT-799 with total amount of Forty percent (50%) of BG’s/SBLC’s face value to the Seller’s designated bank (ANNEX 8).

7. Upon verification and authentication of ICBPO SWIFT MT799 within three (3) international banking days, the Seller’s bank sends the Bank Guarantee (BG)/ Standby Letter of Credit (SBLC) to the Buyer’s designated bank via SWIFT MT-760 (ANNEX 9). (Seller shall provide A copy of said MT-760 to Buyer for tracing)

8. Upon verification and authentication of Bank Guarantee / Standby Letter of Credit SWIFT MT760, the Buyer’s bank shall release payment by SWIFT MT103 unconditional to Seller’s designated bank within three (3) international banking days , and the simultaneously pays two percent (2%) of face value of each tranche as consultancy fees /commissions to the consultant, as per the relevant irrevocable master fee protection agreement (IMFPA ANNEX 14 )

9. Upon receipt and confirmation of the final payment, the Seller issues letter to release any and all claims of the instrument, and Buyer has full ownership of the instrument and within seven (7) international banking days of receipt of agreed payments, Seller’s bank shall send the BG /SBLC hard copy original to Buyer’s designated bank receiving account by bank bonded courier.

10. All subsequent tranches will be based on the same procedures or agreed by both parties, until collateral or funds become exhausted.

11. Any unauthorized bank, probes or communications, or an improper solicitation or disclosure involving any of the banks concerned in this transaction will result immediate cancellation of this transaction and subject the violating party to damages

Buyer’sInitials:Page2of34Seller’sInitials:



BUYER’S BANKING CO-ORDINATES FOR RECEIVING CORPORATE INVOICE, PRE-ADVICE MT799, MT 760 & BG/SBLC HARD COPY

Bank Name

Bank Address

Account HolderAccount SignatoryAccount Number

IBAN NumberSWIFT CodeBank Officer

Bank Officer Tel /Fax No.Bank Officer Email

BUYER’S BANKING CO-ORDINATES FOR ISSUING POF MT799 /ICBPO MT799& PAYMENT VIA MT103

Bank Name

Bank Address




SELLER’S BANKING CO-ORDINATES FOR ISSUING CORPORATE INVOICE, PRE-ADVICE MT799, MT760 &BG /SBLC HARD COPY

Bank Name

Bank Address

Account HolderAccount Signatory




Account Number



SELLER’S BANKING CO-ORDINATES TO RECEIVE PAYMENT(MT799 POF & ICBPO & MT103):

Bank Name

Bank Address




IMPORTANT NOTE :

Neither Party may assign or transfer this Agreement without express written consent of the Parties.

The name of the Beneficiary to appear on the face of the BG/SBLC is : xxxxxxxxxxx xxxxxx

MT799 Pre-Advice and MT760 BG/SBLC Transmission must be from the SAME bank.

GENERAL PROVISIONS & CONDITIONS :

The Buyer and the Seller do hereby agree and mutually acknowledge to each other as follows:

1. Parties are not allowed to contact the other Party’s bank without express written permission. Any Party attempting to do so will lead to cancellation of this Agreement and invoke the penalties described in Paragraph 16, below. For greater clarity, any telephone calls, facsimile or other prohibited forms of communication shall cause the immediate cancellation of this transaction and incur a liability for damages on the part of the breaching Party.




2. Each Party warrants and represents that it has full power and authority to enter into this Agreement and to perform the transaction as per the terms stated herein.

3. The Parties agree that the Non-Circumvention / Non-Disclosure rules of all issues from the (International Chamber of Commerce) ICC up to and including the latest edition apply and shall remain effective for a period of five years from the date of execution of this Agreement. All information contained herein including banking information and codes are privileged information and represent the sole property of the Party from which they originate.

4. The terms of this Agreement are binding upon the Parties whose signatures appear herein. The Parties to this Agreement and their respective employees, agents, associates/affiliates, transferees, assignees or designees agree to be bound by the Non-Circumvention / Non Disclosure and Force Majeure provisions of the ICC as mentioned in Paragraph 3 above.

5. This Agreement is subject to the domestic laws of any country properly having jurisdiction over the subject-matter of this Agreement. The Parties agree that they will strive to resolve all disputes amicably. All disputes arising out of or in connection with the present Agreement that cannot be resolved amicably shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris, France, by one or more arbitrators appointed in accordance with the said Rules. The language of Arbitration shall be English and the governing law shall be the law of England. The arbitration award shall be considered as final and shall be binding upon both Parties. The arbitration fee shall be paid by the losing Party.

6. Neither Party may assign, transfer or delegate its interest or duties without prior written consent of the other Party. No modification, amendment or supplement of this Agreement shall be binding unless it is in writing and signed by both the Buyer and the Seller.

7. If any provision of this Agreement shall be or become prohibited or invalid under any applicable law, rule or regulation, then such provision shall be deemed ineffective to the extent of such prohibition or invalidity only, without thereby invalidating any of the remaining terms or provisions of this Agreement.

8. Neither Party hereto is making any representation regarding the tax consequences, if any, of the transactions envisaged herein. It is understood that the Buyer and the Seller individually accept responsibility and liability for any/all taxes, imposts, levies, duties or charges that may be applicable in the execution of their respective roles and the discharge of this Agreement.

9. The Buyer and the Seller shall be responsible only for those commissions/fees that they have respectively agreed, in writing, to pay.

10. Each Party shall indemnify and hold harmless the other Party against any and all claims, demands, Buyer’sInitials:Page5of34Seller’sInitials:



damages or expenses of any nature arising out of the execution or implementation of this Agreement for a period beginning with the execution of this Agreement and ending three (3) years after the date of the completion of all acts contemplated in this Agreement.

11. The Parties hereby agree that the Parties have entered into this private transaction at their sole discretion and no one Party has solicited the other Party in any way neither it can be considered as the solicitation of funds. This transaction is strictly of a private nature between the private Parties which is being defined by this private Agreement. This transaction does not and shall not be interpreted as the sale of securities as defined by the Securities Act of 1933/34 of the United States of America as amended and/or any other laws of any other nation related to the securities transaction. This transaction/Agreement is exempted from the Securities Act and would not be required to be registered with any authority or with any government body department.

12. This Agreement embodies the entire understanding of the Parties hereto. There are no other Agreement, understandings, representations or warranties, whether written or oral, in effect between the Parties. The Parties acknowledge that this Agreement is the sole governing document between the Parties. The Parties agree that this Agreement supersedes any and all prior correspondence, Agreements or drafts, which shall be null and void and of no further force and effect.

13. Should any of the Parties, Agreement has been signed, fail to perform or act in a manner forbidden by this Agreement, the failing Party shall indemnify the other Party for an amount equal to 2% of the face value of the BG’s/ SBLC’s that are the object of the transaction. One half of the said two percent (2%) shall be paid to the aggrieved Principal and the balance proportionally distributed to all Intermediaries as per IMFPA , The Intermediaries shall also have the right to independently make a legal claim if the aggrieved Principal does not make a claim in any court of jurisdiction against the Party failing to perform.

14. All terms, condition and closing procedures of this Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their respective heirs, legal representative, successor and assigns.

15. These documents may be signed in counterparts, which when taken together shall constitute an original. This document may also be transmitted by facsimile or email and shall be deemed as original for the purposes of enforceability. The Parties declare that they have read this entire Agreement and have clearly understood the same to its fullest.

16. As mentioned in the Procedures above, should the Buyer default to pay the purchase price to the Seller and the consultants’ commission fees as agreed upon confirmation of BG/SBLC MT760 in the Buyer’s bank account, Seller will instruct the issuing bank to put a claim on the BG/SBLC thereby obliging the Buyer’s Bank to return the BG/SBLC MT760 to the issuing Bank.




17. We hereby acknowledge and confirm that neither the Collateral Provider northeir associates, nor any person on their behalf solicited me in any way whatsoever that can be construed to be a solicitation herein.We hereby confirm with full authority that the above terms are agreed and acceptable.

18. By signing this LOI / DOA, both parties agree under the laws and trading guidelines set forth by the ICC that they are ready willing and able to complete this transaction under the terms and conditions stated within this letter of intent.

19. # EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:

1-Incorporate U.S. Public Law 106-229, ”Electronic Signatures in Global and National Commerce Act” or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and;

2-ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT);

3-EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable.

Either Party may request hard copy of any document that has been previously transmitted by Electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

20. The following ANNEXES form are an integral part of this Agreement

ANNEX 1 Tranche Schedule

ANNEX 2 Client Information Sheet (CIS)ANNEX 3 Buyer’s Board of Director ResolutionANNEX 4 Non-Solicitation StatementANNEX 5 Corporate Invoice via Bank Secure emailANNEX 6 POF MT799 verbiage ANNEX 7 Pre-Advice MT799 verbiageANNEX 8 ICBPO MT799 verbiageANNEX 9 BG/ SBLC verbiage (Format ICC….) via SWIFT MT760ANNEX 10 Buyer’s Copy PassportANNEX 11 Buyer’s Company Registration

ANNEX 12 Seller’s Copy PassportANNEX 13 Seller’s Company RegistrationANNEX 14 Irrevocable Master Fee Protection Agreement

ANNEX 15 Buyer’s Bank Endorsement




We xxxxxxxxxxxxx (the Buyer) hereby acknowledge and confirm that neither the Seller northeir associates, nor any person on their behalf solicited us in any way whatsoever that can be construed to be Solicitation under the law.

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

In witness whereof, the Parties hereto subscribe their signatures this …. Day of …….. 2014 and by doing so hereby affirm and aver that each Party understands, agrees and accepts all the terms and conditions contained herein affix their signatures below and initials upon all XXX pages of this Agreement

Signing Page :

For and on behalf of Buyer:INFORMATION PROVIDED BY ME HEREIN IS ACCURATE AND TRUE.

Buyer’s Company Name

Represented By / Title

Pass No./ Issue/ Expire date

Nationality / Signing Date

For and on behalf of Seller:




Seller’s Company Name




“ANNEX 1 : TrancheSchedule”

Tranche No. Of BG /SBLC

BG/SBLC Face ValueTotal Amount of Tranche

1 1 Five Hundred Million Euro (€ 500,000,000.00)

Five Hundred Million Euro (€ 500,000,000.00)

2 TBA ………………… Million Euro (€ 000,000,000.00)

TBA

3 ………………… Million Euro (€ 000,000,000.00)

4 ………………… Million Euro (€ 000,000,000.00)

5 ………………… Million Euro (€ 000,000,000.00)

6 ………………… Million Euro (€ 000,000,000.00)

7 ………………… Million Euro (€ 000,000,000.00)

8 ………………… Million Euro (€ 000,000,000.00)

9 ………………… Million Euro (€ 000,000,000.00)

10 ………………… Million Euro (€ 000,000,000.00)

11 ………………… Million Euro (€ 000,000,000.00)




12

Total Amount Of Agreement …..Billion Euro (€ X,000,000,000.00)

“ANNEX 2 : ClientInformationSheet (CIS)”

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

Lessee’s Company Name

BusinessAddress

BusinessRegistrationNo.Telephone No.

Facsimile No.E-MailAddressSkype IdRepresentedBy

NationalityPassportNo.DateifIssue

DateofExpirationDate&PlaceofBirth

Address

TelephoneandMobile#

E-MailAddress

Bank Detail

NameofBank:




BankAddress:

BankAccountName

Bank Account Signatory

BankAccountNumber

BankSWIFTCODE

ROUTING No./IBAN No.

BankOfficerName&Title

Officer Tel/Fax No.

Bank Officer E-Mali

FundsInformation

Origin

AreFundscleanandClear?

BriefCorporate Activities

Declaration:Iherebyswearunderpenaltyofperjury,thattheinformationprovidedisbothtrueandaccurate. Iamthesignatoryontheaforementionedbankaccount.Allmoniesengagedinthistransactionarederived fromnon-criminalorigin;and,aregood,cleanandcleared.TheoriginsoffundsareincompliancewithAnti-Money-LaunderingPoliciesassetforthbytheFinancialActiontaskForce(FATF)6/01.

Signature








“ANNEX 3 : Buyer Board of Director’s Resolution”

Thisistocertifythattheboardofdirectorsof xxxxxxxxxxxxxxxxxxxxxxxxx,havingit’saddressatxxxxxxxxxxxxxxxxxxxxxxxx [hereafter “COMPANY”] attended a board of directors meeting which was duly and regularly called, noticed and held on ……..2014 at the “COMPANY'S” above referenced address at which there was present a quorum thereof, wherein the following resolutions were unanimously adopted, to wit:

Resolved: That Mr.xxxxxxxxxxxxxxx, Passport Number xxxxxxxxxxxxxxxxxxxx, Issued by xxxxxx country shall be and hereby is appointed to service as Director of Finance of the “COMPANY” fully authorised to act individually as the sole representative of the “COMPANY” to execute all necessary documents on behalf of the “COMPANY” in connection with a bank instrument transaction, 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 signatory thereon, to accept and disburse funds there form, at his discretion and determination, and to execute investment or deposit Agreements 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”.

Furtherresolved: ThatMrs.xxxxxxxxxxxxxxxsecretaryofthecompany,beandherebyisauthorizedanddirectedtocertifythattheforegoingresolutionsandtheprovisionsthereofareinconformitywiththecharter,bylawsandarticlesofincorporationofthecompany,andthattheforegoingresolutionandtheauthoritytherebyconveyedshallremaininfullforceandeffectuntilthepurposesetforthhereinisaccomplished.

Itisfurthercertifiedthattheforegoingresolutionshaveneverbeenmodifiedoramendedandarenowinfullforceandeffect.Theabovenameddirectorofthecompanyhasbeendulyelectedandappointedtoholdofficeandispresentlyholdingofficeandisempoweredtoactforandonbehalfofthecompany,andthatthiscorporateresolution’sfaxorphotocopiesshallbeofequalvaluetotheiroriginalandshallbeacceptedassuchbyeveryone,forallpurposes,everywhere.

Inwitnesswhereof, I havehereuntosetmyhandandsealofthecompanyincertificationoftheaboveresolutions&provisionsonthis ……..2014

Signature:





“ANNEX 4 : Non-Solicitation Statement”To : BG Provider Co.Att : CEO

I,XXXXXXXXXXX .asauthorizedsignatory,doherebyconfirmthat I haverequestedofyouandyourorganization,specificconfidentialinformationanddocumentationonbehalfofmyselfregardingcurrentlyavailablefundsexchangeagainstbankinstruments,toserveonlymyinterest,educationandnotforfurtherdistribution.

I,amherebyagreeingthatallinformationreceivedfromyouisindirectresponsetomyrequestandisnotinanywayconsidered,orintendedtobeasolicitationoffundsofanysortortypeofoffering,andformygeneralknowledgeonly.Iherebyaffirmunderpenaltyofperjury,that I haverequestedthisinformationfromyouandyourorganizationofmychoiceonmyfreewillandfurther,thatyouhavenotsolicitedmeinanyway.

Ihereinrepresentthat I amnotaninformant,noramiassociatedwithanygovernmentagencysuchas Secret Service, IRS, FBI, CIA, SEC, Banking Commission,oranyagencywhosepurposeistogatherinformationregardingsuchoffering.

Iunderstandthatthecontemplatedtransactionisstrictlyexchangingfundsagainstbankinstrumentsandisnowayrelyingupon,orrelatingtotheunitedstatessecurityactof1933,asamendedorrelatedregulations,anddoesnotinvolvethesaleofsecurities.Further, I herebydeclarethatyou,theprovider,havedisclosedthatyouarenotalicensedsecuritytrader,attorney,bankofficer,certifiedpublicaccountantorfinancialplanner.

Anyinformation,workorserviceconductedhereunderisthatofaprivateindividualandthatthisisatransactionthatisexemptfromsecuritiesactandnotintendedforthegeneralpublic,but “justformyprivateuseonly”

Forandonbehalfof<xxxxxxxxxxxxxxx>

Signature:








“ANNEX 5 : Corporate Invoice via Bank Secure Email”

The ..th ................................2014 INVOICE ...................................Transaction code ........................Seller’s Code .............................Buyer’s Code ………………………………

Due: Buyer’s Name

We ……………………… issue hereby our Invoice for the delivery of fresh cut Bank Guarantee With the following characteristic

Instruments Fresh Cut , Cash Backed Bank Guarantee/Standby letter of Credit ICC ???

Currency Euro (€)Bank Menu HSBC/BARCLAY/RBS/DEUTSCHE/BNP PARIBAS or other S&P Rated AAA WEBAge (Term) One (1) year and One (1) dayInterest Rate Zero Percent (0%)Agreement Amount Five Hundred Million (€500,000,000.00) - Fifty Billion Euro

(€50,000,000,000.00) with R&E

First Tranches Five Hundred Million Euro (€500,000,000.00) or to be agreedSubs Tranches As Tranches Schedule (ANNEX 1 )Denomination to be agreedInvoice Price Forty Percent (50%) of BG’s/SBLC’s full face value plus Two Percent (2%)

Consultant FeeConsultant Fee Two Percent (2%) of face value BG/SBLC (Buyer as Master Paymaster)Transaction Mode Corporate Invoice via Bank Secure Email / POF MT799/Pre-Advice MT799/

ICBPOMT799/MT760/MT103

Payment SWIFT MT799 ICBPO followed by Unconditional MT103Delivery Mode MT760 & Original BG/SBLC Hard Copy by Bank Bonded Courier

Please send POF MT799/ ICBPO MT799/MT103 to our receiving banking coordinate

Bank Name

Bank Address

Account Holder

Account Signatory Name

Account Number

IBAN Number

SWIFT CodeBuyer’sInitials:Page15of34Seller’sInitials:



Bank Officer

Bank Officer Tel /Fax No.

Bank Officer Email

Within two (2) banking days after receipt the SWIFT MT799 POF from the Buyer's Bank ,theSeller’s bank will

issue Pre-advice MT799 and within two (2) banking days the Buyer’s bank issue ICBPO MT799,

Within three (3) Seller's Bank will deliver Bank Guarantee (BG) via SWIFT MT760 with the final invoice and

CUSIP , ISIN No. Common Code , Blocking Codes for verification , after satisfactory verification , Buyer's

Bank will pay via SWIFT MT103 selling price and the hard copy of the BG will be delivered by bank courier

during seven (7) days.

Signed this …____________2014

The President Accepted

…………………. By the Buyer

“ANNEX6 : TEXT VERIBAGE SWIFT MT799 PROOF OF FUNDS (POF)”PROOF OF FUNDS S.W.I.F.T. – WIRE FORMAT MT799




NOTIFICATION: DELIVERY STATUS: PRIORITY / DELIVERY: MESSAGE INPUT REFERENCE: -------------------------------MESSAGE HEADER--------------------------------- SWIFT INPUT: MT799 PROOF OF FUNDS BUYER/ SENDER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER: RECEIVER: BANK NAME: BANK ADDRESS: SWIFT CODE: BANK OFFICER: AMOUNT: ACCOUNT NAME: ACCOUNT NUMBER: --------------------------------SWIFT MESSAGE TEXT------------------------------- THIS INSTRUMENT IS VALID FOR 30 (THIRTY) DAYS FROM THE DATE OF TRANSMISSION. WE, --- (INSERT NAME & LOCATION OF SENDING BANK) --- REPRESENTED BY THE UNDERSIGNED OFFICERS, HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR ACCOUNTHOLDER ---INSERT NAME OF ACCOUNT HOLDER/SIGNATORY---, CASH FUNDS IN THE AMOUNT OF ---INSERT AMOUNT IN WORDS EUROMILLION EURO (€xx____________) IN ACCOUNT NUMBER ______________ IN FAVOUR OF ______________,.FOR THIRTY (30) BANKING DAYS, AS OF THE DATE OF THIS TRANSMISSION: WE FURTHER CONFIRM THAT THE FUNDS ON DEPOSIT ARE FREE OF ANY LIENS OR ENCUMBRANCES AND ARE GOOD CLEAN CLEARED OF NON-CRIMINAL ORIGIN FROM LEGAL SOURCE AND ARE AVAILABLE FOR THE SETTLEMENT CONSERNING TRANSACTION CODE :xxxxxxx AND THE ACCOUNT IS IN GOOD STANDING WITH THIS BANK: Bank Officer Bank Officer (Name & Title) (Name & Title) Bank Seal/Stamp

-------------------------------MESSAGE TRAILER-------------------------------

“ANNEX 7 : TEXT OF PRE-ADVICE VIA SWIFT MT799” -------------------------------Message Header------------------------------Swift Output : MT799CONFIRMATION MESSAGE IN………




Sender : [SENDING BANK]: [SENDING ADDRESS]: [SENDING SWIFT CODE]

Our Client : [CLIENT NAME]Client Account No : [CLIENT ACCOUNT NUMBER]Receiver : [RECEIVING BANK – AS ADVISED]

: [RECEIVING BANK ADDRESS]: [RECEIVING BANK SWIFT CODE]

Account Number :Account Holder: :-----------------------------------Message Text----------------------------20:Transaction Reference:

[REFERENCE NUMBER]21:Original Reference:

[REFERENCE NUMBER]77A:Description:WE, [ISSUING BANK] OF [ISSUING BANK ADDRESS] WITH FULL BANKING RESPONSIBILITY AND LIABILITY HEREBY CONFIRM THAT WE HOLD ON THE ABOVE MENTIONED ACCOUNT ON BEHALF OF OUR CLIENT CASH RESERVES OF EURO …………HUNDRED MILLION (€ 00,000,000.00). OUR CLIENT HAS CONVEYED HIS INSTRUCTION TO US TO BLOCK THESE CASH FUNDS AND ISSUE OUR BANK GUARANTEE /STNADBY LETTER OF CREDIT FOR THE SUM OF EURO ……….HUNDRED MILLION (€ 00,000,000.00) TO YOUR ACCOUNT HOLDER, ________________ , ACCOUNT NUMBER__________________ HELD AT YOUR BANK.THE SAID FUNDS ARE CLEAR CLEAN AND OF NON-CRIMINAL ORIGIN AND FROM LEGAL SOURCE, FREE OF ANY LIENS, PLEDGES OR ENCUMBRANCES OF ANY KIND.THE BANK GUARANTEE /STNADBY LETTER OF CREDIT WE ARE TO ISSUE SHALL BE CASH –BACKED AND IS ASSIGNABLE ,TRANSFERABLE, UNCONDITIONALY , CONFIRMABLE AND PAYABLE WITH FULL BANK RESPONSIBILITY AND LIABILITY WHEN PRESENTED AT OUR BANK ADDRESS ABOVE. THIS IS AN OPERATIVE AND CALLABLE INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE VALID FOR A MINIMUM OF ONE YEAR AND ONE DAY AND MAY BE FURTHER VERIFIED ON A BANK TO BANK BASIS. PLEASE CONFIRM YOU ARE READY TO RECEIVE AND FUND THIS BANK INSTRUMENT WITH GOOD ,CLEAN AND CLEARED AND NON-CRIMINAL ORIGIN FUNDSTHIS IS FULLY OPERATIVE INSTRUMENT.FOR AND ON BEHALF OF [BANK NAME] OF [BANK ADDRESS]WE CONFIRM IS EMISSION AND CERTIFY THE TRANSPARENCY OF THIS OPERATION.---------------------------Message Trailer--------------------------------

“ANNEX 8 : Irrevocable Conditional Bank Pay Order (ICBPO) via SWIFT MT799” To:BankName :BankAddress :




BankTel.No :BankOfficer :AccountName :AccountNo. :IBAN :From:Bank Name :Bank Address :Swift Code :Bank Officer :Bank Phone :Bank Fax :Account Holder :Account Number :IBAN :We, (name of bank) hereby present our irrevocable, assignable, transferable and callable cash backed Bank Pay Order in your favor for the Account of your client …………holding Account Number……………………….., in the amount of EUR xxxxxxxxxxxx Million (EURO 000,000.00) for the said Bank Instrument stated below.We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are from a legal source.This Irrevocable Conditional Bank Pay Order is a binding fully performed due Bill and is immediately callable on for cash payment against the SWIFT MT760 delivery of the Bank Instrument specified herein.Instrument : BANK GUARANTEECurrency : EUROIssuing Bank : AA” or better rated bank onlyFace Value : 00,000,000.00This Irrevocable,Conditional, Assignable, Transferable and Callable Bank Pay Order is valid for xxxxx (xxxx) International Banking days from _____ day of _________, 2014 and until ______ day of __________, 2014, 17:00 Central European Time (CET) / Pacific Standard Time (PST).This is an operative Bank Instrument and is subject to the Uniform Commercial Code as it relates to Bank Credit Instruments.For and on behalf of (Name of Issuer Bank)Name / Title of Bank Officer 1Name / Title of Bank Officer 2ID ID




“ANNEX 9 : Bank Guarantee Verbiage (ICC ???Format )”to be sent in an SWIFT MT 760 format,

RECEIVER’S BANK DETAILS :BANK NAME : BANK ADDRESS : BANK ACCOUNT NAME : BANK SWIFT CODE : BANK ACCOUNT NO. : BANK OFFICER : SENDER’S BANK DETAILS :BG DETAILS :BANK GUARANTEE No. :CURRENCY :DATE OF ISSUE :DATE OF MATURITY :PLACE OF ISSUE :BENEFICIARY :

Forvaluereceived,we,theundersigned<issuingbank>of<address>herebyissueourirrevocable,unconditional,assignable,transferable,divisiblebankguaranteeandwithoutprotestornotificationpromisetopayagainstthisbankguaranteetotheorderof-----------------------------------------.Thebearerorholderthereofatmaturity<dd/mm/yy>thesumof….. Millioneuroonly(€000,000,000.00only)inthelawfulcurrencyofthe European unionuponpresentationandsurrenderofthisbankguaranteeattheofficeof<issuingbank>of<address>onmaturitydate,butnotlaterthanfifteendaysafterthematuritydate.Suchpaymentshallbemadewithoutset-offandclearofanydeductionsorcharges,feesorlevies,collected,withheldorassessedbygovernmentof<countryofissuingbank>oranypoliticalsub-divisionorauthoritythereofortherein.Thisbankguaranteeis cash-backed , transferable,assignableanddivisiblewithoutpresentationtousorpaymentofanytransferorassignableordivisiblefee.Thisbankguaranteeissubjecttotheuniformcustomsandpracticefordocumentarycredits(1993version)oftheinternationalchamberofcommerce,publicationno……oritslatestrevision.Thisbankguaranteeshallbegovernedbyandshallbeconstruedinaccordancewiththelawsof<countryofissuingbank>.Thisbankguaranteeisanoperativeinstrumentandallchargesarefortheaccountofapplicant.Signed for and on behalf of (name) Bank of (country) ………………………………….. …………………………………Authorised Signature: Authorised Signature:Name: Name:Title: Title:Code: (*if applicable) Code: (*if applicable)




“ANNEX 9 : Standby Letter of Credit (SBLC) Verbiage (ICC ???Format )”to be sent in an SWIFT MT 760 format,

This verbiage maybe change with any standard verbiage

We, Name of bankof Bank Address, hereby issue our irrevocable standby letter of credit No …………… in favor of …… Bank or account of (“Borrower”) with registered office at ……… for the maximum amount of EUROS 00,000,000.00 (EUROS …………… Million only) covering the principal sum with accrued interest, accrued default interest and other banking charges which the Borrower owes to you as its indebtedness arising out of general banking facilities granted or to be granted to the borrower by you from time to time.

Upon receipt of your authenticated SWIFT or tested telex or written statement stating that the amount represents and covers the unpaid balance of the indebtedness due and payable to you by the Borrower, we will within five (5) banking days following the day of receipt of your authenticated SWIFT or telex or written statement pay to you the principal sum with accrued interest, accrued default interest and other banking charges up to the above mentioned amount of EUROS 00,000,000.00 (EUROS ….. Million only).

We hereby undertake to you that we will effect payment after receipt of the above mentioned authenticated SWIFT or tested telex or written statement in conformity with the terms of this standby letter of credit.

This standby letter of credit takes effect from date of issuance and expires on 【】 at the counter of the opening bank.

all request for payment here under must be submitted to us not earlier than 【DD/MM/YY】 and not later than the above mentioned expiry date. Otherwise, after that date, this standby letter of credit automatically becomes null and void. The exchange rate applicable under this standby letter of credit should be the official us dollars buying rate quoted by ……. Bank on the date of your payment request made pursuant to this standby letter of credit regardless of whether the amount due from the Borrower and payable to you was due and payable at its repayment date, its maturity date, upon acceleration of repayment of loan or otherwise.

This standby letter of credit is subject to the Uniform Customs and Practice for Documentary Credits, 2007 revision International Chamber of Commerce Publication No…..

Signed for and on behalf of (name) Bank of (country) ………………………………….. …………………………………Authorised Signature: Authorised Signature:Name: Name:Title: Title:Code: (*if applicable) Code: (*if applicable)




“ANNEX 10 : Buyer’s PassportCopyinColor ”

Signed for and on behalf of BuyerName: Title: …., ...., 2014




“ANNEX 11 : Buyer’sCompany Registration C ertificate in …. Pages”




“ANNEX 12 : Seller’s PassportCopyinColor ”

Signed for and on behalf of SellerName: Title: …., ...., 2014




“ANNEX 13 : Seller’sCompany Registration Certificate in …. Pages”




“ANNEX 14 : Irrevocable Master Fee Protection Agreement (IMFPA)”

Buyer as Master Paymaster to Pay Two Percent (2%) Both Side Intermediaries

Bank Instruments Particulars:

Instruments Fresh Cut , Cash Backed Bank Guarantee/Standby letter of Credit ICC ???

Currency Euro (€)Bank Menu HSBC/BARCLAY/RBS/DEUTSCHE/BNP PARIBAS or other S&P Rated AAA WEBAge (Term) One (1) year and One (1) dayInterest Rate Zero Percent (0%)Agreement Amount Five Hundred Million (€500,000,000.00) - Fifty Billion Euro

(€50,000,000,000.00) with R&E

First Tranches Five Hundred Million Euro (€500,000,000.00) or to be agreedSubs Tranches As Tranches Schedule (ANNEX 1 )Denomination to be agreedInvoice Price Forty Percent (50%) of BG’s/SBLC’s full face value plus Two Percent (2%)

Consultant FeeConsultant Fee Two Percent (2%) of face value BG/SBLC (Buyer as Master Paymaster)Transaction Mode Corporate Invoice via Bank Secure Email / POF MT799/Pre-Advice MT799/

ICBPOMT799/MT760/MT103

Payment SWIFT MT799 ICBPO followed by Unconditional MT103Delivery Mode MT760 & Original BG/SBLC Hard Copy by Bank Bonded Courier

Note: Buyer as Master Paymaster

I , .....[Buyer’s Name]....... theAuthorizedsignatoryof.......[Buyer’s company name].....withcorrespondenceofficeat[Buyer’s Business Address ],doherebyirrevocablyguaranteewithfullcorporateresponsibilityandauthorityand,underpenaltyofapplicableperjurylaws, do agreetoactasmasterpaymastertopaythisIrrevocable MasterFeeProtectionAgreementandIrrevocableCorporatePaymentOrder (hereafter called IMFPA) whichisanintegralpartofthecorrespondingAgreementbearingthe Buyer's Code:………….& Transaction code …………………………..

I affirm and attest that the Beneficiaries herein named have duly performed their duties as intermediaries. I undertake and warrant to pay to the Beneficiaries described herein fees amounting to a total of Two Percent (2%) of the face value of each and every tranche of Bank Instruments (BG’s/SBLC’s) transacted and delivered as part of this Agreement.I further confirm that the Fees stated are compensation for services which have been rendered to satisfaction and are, irretrievable and unconditionally guaranteed to be paid simultaneously as, I, the Buyer, pay for each tranche.




ThisIMFPAshallbegovernedbyandconstruedandinterpretedinaccordancewiththeRulesandRegulationsofthe International Chamber of Commerce (ICC),Paris,France,theCourtsofwhichshallbetheforumforanyandalldisputesarisingoutoforinconnectionherewith.

AllNon Circumvention/Non DisclosureclausesasprescribedbyICCrules(LatestEdition)shallapplytothisAgreementandshall also beappliedtoalltransactionsbetweenthis Buyer and Sellerand shall survive for a period of five years from the date of last execution of an Agreement between the Parties.

ThisIMFPA isirrevocable,divisible,andunconditional,andmaybeassignedonlybytheBeneficiariesnamedherein.

ThisIMFPA maybeexecutedinoneormorecounterparts,eachoneshallbedeemedanoriginalandalltogethershallconstituteoneandthesamedocument. AsignedFaxorelectronicallytransmittedcopyofthisdocumentshallbedeemedbindingonthe “Parties” with powerasthesignedoriginal.

This IMFPA isvaliduponcommencementoftheabove-referencedtransactionandshallremainvalidandenforceableforthefulltermofthetransaction,includinganynewagreementbetweentheBuyerand the Sellerand/ortheirassigns.

The Payer/Buyer shall make all payments using the Payer’s bank of Record through which the Agreement is concluded. The Payer shall instruct his Bank and ensure compliance by the Bank to provide each Payee with written confirmation of the Payment Order lodged with Payer’s bank together with acknowledgement of their acceptance to honor the Payment Order(s) automatically. TheBeneficiariesreservetherighttochangebankcoordinatesstatedhereinatanytime, upon reasonable advance notice,byprovidingwrittennoticetotheBuyer.Likewise,theBuyerreservestherighttochangethebankcoordinatesstatedhereinatanytimebyproviding sufficient advance writtennoticetothebeneficiaries. . If the Paying Bank is changed, the Payer/Buyer agrees to instruct the new Paying Bank to issue a new payment order to each Payee with the same terms and conditions as explicitly stated herein. The Payer/Buyer irrevocably agrees that the Agents do not assume any responsibility for the above named transactions and cannot be held liable for any reason associated with the transactions, except for breach of Non-Circumvention and Non- Disclosure obligations.

ThePayer/Buyeragreesthatifheattemptstocircumvent,bypass,alterorchangethisAgreement(orthespiritofthisagreement)bychangingorcausingtobechangedorhavingknowledgeofanychangestothetransactionnumbersinthisagreement,orotherwise,to wilfully andknowinglyavoidpayingthe FeesowedtotheBeneficiaries,anyoneoftheBeneficiariesmayservetheBuyerandtheSellerwithabreachofAgreement notice andCease&DesistOrder, upon receiving which all subsequenttransactions mustbehalted until the claim is resolved.




Ifanyoftheeventsintheaboveparagraphoccur,thePayer/Buyerunderstandsandagreesthathewillbeexcludedfromconductingbusinesswiththe Seller atanytimeinthefuture.

ThePayer/Buyeralsoagreestopayrestitutiontothebeneficiarieslistedaboveinthefullamountthatwouldhavebeenpaidifanavoidanceofpayment,circumvention,alteration,orchangeofthetransaction(orcode)numbers,orotherwise,hadnotoccurred.

The Fees paid shall be free of any legal impediment and free of any deductions except that normal and reasonable bank transfer fees may be deducted and routine banking delays are permissible, for this and all subsequent transactions with this Seller.

The Payer/Buyer and each Beneficiary (Intermediary) shall have no further responsibility or liability to each other or to any third party, other than as set forth in this Agreement.This Agreement constitutes the full and complete agreement among the Parties on the matter of Fees and Fee Protection.Time is of the essence. Waiver or delay accepted by any Payee in any one instance shall not be construed as waiver or abandonment of any of its rights under this Agreement or of waiver by any other Payee.In the event that the transaction was not performed or only performed in part, the Agents shall not hold the undersigned Payer responsible for any expenses, charges and/or cost, or hold the Payer liable for any civil and criminal actions provided the Payer/Buyer was not responsible for the non-performance. The un-performed part of this Irrevocable Master Fee Protection Agreement will therefore automatically become null and void.

UponexecutionoftheFinalAgreementbetween the Buyerand the Sellerandpriorto,orsimultaneouslywiththefirsttransaction,I, the Payer/BuyerguaranteethatthisIMFPA and AgreementwillbelodgedwithourBank of Record.

TheBuyerand/orhisBankshallprovidetheBeneficiaries,bye-mailsorbyTele fax,withcopiesoftheSWIFT/bankwiretransferrelatedtoallpaymentinstructionsupontheclosingofeachandeverytranche.

Total Fees shall be paid to the following Beneficiaries:

Fee Recipient Percentage Due Beneficiary

Seller’s Side One Percent (1.0%) of the face value of each of the transaction with R&E (closed) TBA

Buyer’s Side #1 Zero Point fifty Percent(0.50%) of the face value of each of the transaction with R&E (closed)

SCM

Buyer’s Side #2 Zero Point Fifty Percent (0.50%) of the face value of each of the transaction with R&E

Buyer’s Side #3Zero Point ………... Percent (0…..%) of the face value of each of the transaction with R&E




SELLER SIDE COMMISSION BOX:

SELLER’S SIDE:

COMMISSIONOne Percent (1.00 %) of the face value of each and every tranche of the transaction with R&E (Closed)

Beneficiary Name TBA

Beneficiary Pass No./ Validity / Issuing Authority

Bank Name

Bank Address

Account Name


Account No./IBAN NO.

SWIFT Code

Bank Officer

Bank Officer email

Bank Telephone/Fax

Special Instructions

ALL WIRE TRANSFERS SHALL INCORPORATE BELOW TEXT MESSAGE AND SENDING BANK TO SWIFT MT103 PRE-ADVICE REQUIRED WITH COPY EMAILED TO :……@...... FOR LEGAL VERIFICATION AND DOCUMENTATION PURSUANT TO PATRIOT ACT/BANKING REGULATIONS WITH ONE ORIGINAL AGREEMENT COPY TO BE FILED WITH BANK.

Required Message

TEXT MESSAGE: THE S.W.I.F.T. OR CLEAR STREAM TEXT MESSAGE COVERING ALL REMITTANCES SHALL CLEARLY STATE THE FOLLOWING: "CLEAN, CLEARED, LIEN FREE AND UNENCUMBERED FUNDS EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS - TRANSACTION CODE: xxxxxxx FOR SAME DAY TRANSFER AND IMMEDIATE CREDIT - THE REMITTER IS KNOWN TO US AND WE ARE SATISFIED AS TO THE SOURCE OF THE FUNDS SENT TO US - THIS IS DONE WITH FULL BANKING RESPONSIBILITY.”

The above mentioned beneficiary reserves the right to change the bank coordinates stated herein at any time by providing written request to the Buyer/PAYER.




BUYER’S SIDE COMMISSION BOXES:

BUYER’S SIDE #1:

COMMISSIONZero Point Fifty Percent (0.50%) of the face value of each and every tranche of the transaction with R&E (Closed)

Beneficiary Name SCM

Beneficiary Pass No./ Validity / Issuing Authority

Bank Name

Bank Address

Account Name



SWIFT Code

Bank Officer

Bank Officer email

Bank Telephone/Fax



Required Message



BUYER SIDE #2 :Buyer’sInitials:Page30of34Seller’sInitials:



COMMISSIONZero Point Fifty Percent (0.50%) of the face value of each and every tranche of the transaction with R&E

Beneficiary Name

Beneficiary Pass No./ Validity /Issuing Authority

Bank Name

Bank Address

Account Name



SWIFT Code

Bank Officer

Bank Officer email

Bank Telephone/Fax



Required Message






Buyer as Master Paymaster and Bank coordinate for payment of fees:

Payer’s Name

Company NamePayer Tel /Fax/ Mobile No.Bank NameBank AddressAccount HolderAccount SignatoryAccount NumberIBAN NumberSWIFT CodeBank OfficerBank Officer Tel /Fax No.Bank Officer Email

The Parties acknowledge and agree that this Agreement does not constitute the creation of a taxable entity or of any Partnership. Each of the Parties shall be individually responsible for making required filing, including tax returns, with the respective government entities in which they are or may be respectively domiciled and/or obligated to pay any taxes, impounds or levies which may be assessed for any of them respectively. The Parties hereby agree to indemnify and hold each other harmless from any and all liabilities, damages, claims, judgments and causes arising out of and related to such taxation or obligations, payments and responsibilities or equivalent which result in a reduction of the amounts to be received as fees. The Parties shall have no further responsibility or liability to each other or to any third party, other than as set forth in this Agreement.

This agreement shall be binding, individually or collectively, upon and for the benefit of the Parties, the beneficiaries and their respective successors and assigns for their mutual advantage or goodwill. In the event of death of any of the Parties or beneficiaries (Intermediaries), the surviving Parties and beneficiaries agree that the beneficiaries of the deceased Party shall receive any and all proceeds of this Agreement that would have been earned by the deceased Party under the same terms and conditions as if the Party were not deceased.

In the event that the transaction was not performed or only performed in part, the paymasters or beneficiaries listed above shall not hold the undersigned Payer responsible for any expenses, charges and/or cost, or hold the Payer liable for any civil and criminal actions provided the Buyer/Payer was not responsible for the non-performance. The unperformed part of this Irrevocable Master Fee Protection Agreement will therefore automatically become null and void.Buyer’sInitials:Page32of34Seller’sInitials:



Agreed and Accepted by the Buyer/Payer:





Witnessed by Seller

Seller’s Company Name




“ANNEX 15 : SELLER’S BANK ENDORSEMENT”




WE, ________________, BANK. ON BEHALF OF _________________________, HEREBY

ACKNOWLEDGE AND ACCEPT RECEIPT OF THIS IRREVOCABLE MASTER FEE PROTECTION

AGREEMENT (IMFPA) ON THIS _______2014, WHICH SHALL BE HANDLED IN ACCORDANCE WITH

THE INSTRUCTIONS STIPULATED ABOVE.

Bank Officer: Bank Officer:

Bank Title: Bank Title:

Bank Name: Bank Name:

Bank seal……………


procedimiento completo para la compra bg fc bg_ 50+2 sell loi-pof-pre-advice

Documents

buyers bank issues pof

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following bank instruments

sellers code

bank bonded courier

buyer true sellers

buyers code

loidoa buyers