buy sell Mtn medium term notes Contract - With Pre-Advice

8/2/2019 buy sell Mtn medium term notes Contract - With Pre-Advice

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JOSE ALBERTO PEREZ MOLINA BD 979929 BUYER MTNS S-SS-

TRANSACTION CODE:

BUYERS CODE: XXXXXXXXXXXX

SELLERS CODE:

SECURITY CODE:

DATE: XX MARCH, 2012

SELLER BUYER BUYER 1 / 19

EXCLUSIVE LETTER / RWA

TO: Provider

I, SELLER XXXXXXXXXXXXXXXX, WITH Country of Issue PASSPORT # XXXXXXXXXX, ACCOUNT

HOLDER AND AUTHORIZED SIGNATORY, HEREBY CONFIRM WITH FULL LEGAL AND

CORPORATE RESPONSIBILITY, THAT WE ARE READY, WILLING AND ABLE TO UNDERTAKE FOR

THE EXCHANGE OF THE HEREIN DESCRIBED MEDIUM TERM NOTES (MTN) DERIVED FROM

LEGAL SOURCES AND OF NON-CRIMINAL ORIGIN THROUGH OUR BANKING RESOURCES

UNDER THE TERMS AND CONDITIONS STATED HEREIN, AGAINST CLEAN, CLEAR, GOOD AND

OF NON-CRIMINAL EUROS.

WHEREAS, the Beneficiary desires to receive a collateral facility from the Provider, in form of

MEDIUM TERM NOTES (MTN), for the purpose to secure working capital and proper

management of his daily business, and further confirms with full corporate and legal

responsibility that sufficient funds are available to cover the costs of the said credit facility.

WHEREAS, the Provider accepts Beneficiarys application for the collateral facility, in form of

MEDIUM TERM NOTES (MTN), by issuing and transferring to the Beneficiary all its rights

on BG Title, and any other interest, plus further represents and warrants that it has the

ability and resource to cause the issuance and arrange through associates, contracts and

sources, with full corporate responsibility, such financial instrument(s) as required and asper terms mutually agreed herein. The Provider hereby declares, under full penalty of

perjury, that each BG will be backed by good, clean, cleared, and of non-criminal origin cash

Euro funds, free and clear of all liens, encumbrances and any third party interests.

NOW THEREFORE, the Beneficiary has agreed to receive the instrument(s) at certain cost

and the Provider has agreed to issue/deliver said instruments based on the following terms

and conditions:


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INSTRUMENT DESCRIPTION:

Instrument Type: MEDIUM TERM NOTES (MTN ) BANK

Term: One (X) year and one (X) day

Age: Seasoned MTN, Slightly Seasoned MTN

Issuing Bank: Deutsche Bank AG, HSBC, Barclays-UK or another TOP 50 BANK with an

S & P rating of AA or better

Interest Rate: XXXXXX (X%)

Price: XXXX (XX%) plus Two Percent (2%)

Currency: EURO OR USD DOLLAR

Contract amount: EUR 5 Billion (5,000,000,000.00) Min. to 50

Billion (50,000,000,000.00) with R and E

First Tranche: EUR 500 Million (500,000,000.00)

Denominations: 500 MILLION or by request.

Consultant Fees: Buyer and Seller Sides Share Two Percent (2%) Equally. (1+1)

Delivery: Pre-Advice First SWIFT via MT-199 or MT-799, MT-760 to Buyers bank

with Hard Copy to follow in seven (7) banking days by bank bonded

courier.

Payment: By unconditional SWIFT Wire Transfer MT-103.

TRANSACTION PROCEDURES:

1. The SELLER issues and delivers a fully signed SCO SOFT CORPORATE OFFER TO SELL, (

CLOSED ) FROM BUYER PARTNER : JOSE ALBERTOPEREZ MOLINA BD-979929 SPAIN this

document (hereinafter referred to as the Agreement) directly to the BUYER PARTNER

with full banking details, OWNER POP for the first tranche only and the following

documents Clients Information Sheet, Irrevocable Fee Protection Agreement covering

all identified beneficiaries for both sides, clear color copy of the SELLER Signatorys

passport and Certificate of Incorporation.

2. BUYER countersigns this Letter of Intent (LOI) with completed banking coordinates and

returns to the SELLER for his records and necessary further processing. And POF/CASH

CITIBANK MANILA.

3. The Seller sends RWA or Pre-Advise via SWIFT MT 199 or 799 to the Buyers bank. the

sellers bank providing CUSIP/Registration numbers, ISIN numbers, Term, Text ofInstruments, Denominations, Name(s) of Issuing Bank(s), Date of Issue, Date of Maturity,

and all pertinent data necessary for the Buyers bank to authenticate and validate the

data of the instrument via Euro clear or DTC or Bloomberg screens, including an official

covering letter from the Sellers bank to deliver the instruments via mt 760. A courtesy

copy of MT 199/799 shall send to Buyer partner by e-mail.

[email protected] , [email protected]

4.

5. it is analyzed and values the mtn as its quotation record/historical and new rate. the

price is accepted or the bank is refuted by new pronounced value pro.


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6. Upon receipt and confirmation/validation/study/evaluate and to confirm the price of

Pre-Advise via SWIFT MT 199 or MT 799, the Buyer shall deliver ADMINISTRATIVE

BLOQUED FUNDS B2B to the Sellers designated bank within 48 hours.7. Within 48 banking hours upon satisfactory verification of SWIFT from Buyer, Seller shall

cause the Issuing bank to send the MTN via Swift MT760 in favor of the Buyer assigned

beneficiary to the Buyers bank providing CUSIP/Registration numbers, ISIN numbers,

Term, Text of Instruments, Denominations, Name(s) of Issuing Bank(s), Date of Issue,

Date of Maturity, and all pertinent data necessary for the Buyers bank to authenticate

and validate the data of the instrument via Euro clear or DTC including an official

covering letter from the Sellers bank to deliver the instruments. A courtesy copy of

MTNs MT760 shall send to Buyer partner by e-mail. [email protected]

, [email protected]

8. Upon receipt and confirmation of the SWIFT MT-760 from the Seller's bank, and within

Three (3) banking days, the Buyer's bank releases funds via MT103 unconditionally to the

Sellers assigned fund receiving bank Account.

9. Simultaneously, the Buyer shall effect payment to all the identified intermediaries

according to the Fee Protection Agreement without delay. And the sellers

intermediaries should be contained in the Sellers assigned fund receiving bank Account.

10. the procedure recurs/repeat, for the roll and extensions

11. Any unauthorized calls by any party or its representative lawyers to probes or

communication in an improper way to bank(s) in this transaction shall be prohibited and

contract terminated.

12. This Letter of Intent is a full recourse commercial commitment governed by the Law of

the jurisdiction that both parties reside and standards under ICC Regulation.

13. SANCTIONS (NON PERFORMANCE)

After this contract is signed by both Seller and Buyer, and copies exchanged electronically or

otherwise by a delivery service, failure to follow the closing procedure in time and form

herein is considered breach of this contract and puts the failing party in default position to

pay a onetime penalty fee of 2% of the first tranche of the contract to the suffering Party.

All subsequent tranches will be based on the same procedures until collateral or funds

become exhausted.

NOTICE: THIS IS A PRIVATE SALE BETWEEN TWO ENTITIES AND IS NOT TO BE CONSTRUED AS AN OFFER

OF FUNDS NOR A SALE OF SECURITIES AS DEFINED IN THE SECURITIES ACT OF 1933/34.


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SELLERS BANKING CO-ORDINATES TO ISSUE MEDIUM TERM NOTES:

BANK:BANK ADDRESS:

BANK OFFICER:

TELEPHONE:

FAX:

ACCOUNT NAME:

ACCOUNT NUMBER:

ABA ROUTING:

SWIFT:

FOR THE BENEFIT OF:

SELLERS BANKING CO-ORDINATES TO RECEIVE FEES:

BANK:

BANK ADDRESS:

ACCOUNT NO:

ACCOUNT NAME:

SWIFT CODE:

BANK OFFICER:

TELEPHONE:

FAX:

BUYERS BANKING CO-ORDINATES TO ISSUE FEES:

BANK:

BANK ADDRESS:

BANK OFFICER:

TELEPHONES:

FAX:

ACCOUNT NAME:

ACCOUNT NUMBER:

SWIFT:FOR THE BENEFIT OF:

BUYERS BANKING COORDINATES TO RECEIVE INSTRUMENT:

BANK:

BANK ADDRESS:

ACCOUNT NUMBER:

ACCOUNT NAME:

SWIFT:BANK OFFICER:

TELEPHONE:


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FAX:

FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER, XX MARCH, 2012:

________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:

FOR AND ON BEHALF OF and ACCEPTED BY THE SELLER, XX MARCH, 2012:

________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:

CLIENT INFORMATION SUMMARY

1. Date of Submission XX MARCH, 20122. Name of Company


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3. Client Name (Signatory)

4. Passport NO:

5. Country of Residence6. Passport Issue Date

7. Passport Expiry Date

8. Date of Birth (Place)

9. Address

10. Mobile Tel Number

11. Clients Email Address

12. Do you speak English?

13. Business Name

14. Business Address

15. Registered Office Domicile

16. Business Tax ID Number

17. Years in Business

18. Registration Number

19. Country / State of Incorporation

20. CELL Number

21. Legal Mandate and Advisor Mail Address

22. Address for Mail Delivery

23. Address for Courier Delivery

24. Bank Name

SELLERS BANKING COORDINATES

Bank Name:

Bank Address:

Bank Officer:Telephone:

Fax:

Account Name:

Account Number:

ABA Routing:

SWIFT:

For the benefit of:

SIGNATORY:

Acknowledgement and Attestation:


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Declaration: I/we swear under penalty of perjury, the information given herein is both true

and accurate. I am the signatory on the aforementioned bank account. All monies engagedin this transaction are derived from non-criminal origin, and are good, clean and cleared

funds, including free and clear of liens and encumbrances. The origin of funds and assets are

in full compliance with Anti-Money-Laundering Policies as set forth by the Financial Action

Task Force (FATF) 6/01.

FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER, XX DECEMBER, 2011:

________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:

BUYER PASSPORT COPY

I certify that this is a true copy of my original Passport


________________________________________NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:

SELLER PASSPORT COPY


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Signature Page Continued

I certify that this is a true copy of my original Passport

FOR AND ON BEHALF OF and ACCEPTED BY THE SELLER, XX MARCH, 2012:

______________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:


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CONDITIONS:

This Agreement is a FULL RECOURSE COMMERCIAL COMMITMENT governed by the laws of

the jurisdictions in which both/all the parties reside and standards under ICC Regulations.

The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C.

Publication #421) and NON-CIRCUNVENTION AND NON-ELUSION & WORKING AGREEMENT,

is hereby incorporated in and made an integral part of this document.

All THE parties hereby affirm and attest that each has the authority to accept and execute

this full legal contract and to be bound by its terms and condition.

This transaction is not intended to be nor shall be interpreted as a securities transaction as

defined by the U.S. Securities Act of 1933/1934 or as amended by law or any other nation.

BY SIGNING THIS LOI, ALL THE PARTIES, MTN ISSUER SELLER BANK, BUYER BANK, BUYER AND

SELLER 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.


________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:DATE OF EXPIRATION:

NATIONALITY:


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SELLER BUYER BUYER 10 /

19

NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DICLOSURERULES (NCND) OF ALL ISSUES FROM THE ICC 500 APPLY TO THIS TRANSACTION FOR A

PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION OF THIS AGREEMENT BY THE

UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS. THIS NCND ALSO APPLIES TO

ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESE

INTERMEDIARIES. THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE

AND TRANSFERABLE TO THE BENEFICIARIES, DESIGNS, HEIRS AND ASSIGNS UPON WRITTEN

NOTICE OF ALL PARTIES, AND SHALL NOT BE AMENDED WITHOUT THE EXPRESS WRITTEN

CONCENT OF THE PARTIES. IF NO CONTRACT IS COMSUMMATED, THIS FEE PROTECTION

AGREEMENT IS NULL AND VOID IN ITS ENTIRETY.

ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL. NO

COMMUNICATION BETWEEN BANKING OFFICERS. OTHER THAN TRANSMISSION BY SWIFT

WIRE TRANFER AND ANY OTHER TRANSMISSION SPECIFICALLY AUTHORIZED BY THE

BENEFICIARIES, IS PERMITTED. ALL COMMUNICATION SHALL CLEARLY REFERENCE THE

TRANSACTION CODE, THE SELLERS CODE AND THE BUYERS CODE REFERRED TO HEREIN.

SHOULD A CONTRACT BE SIGNED BETWEEN THE SELLER AND BUYER, A BANK ENDORSED

CORPORATE PAY ORDER WILL BE ISSSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED

BY A SWIFT WIRE TRANSFER TO THE PAYMASTERS ACCOUNT, WHEN PAYMENT FOR THE

BANK INSTRUMENT IS COMPLETED. AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE

DEEMED TO BE AS AN ORIGINAL.

EXECUTED XX MARCH, 2012, FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER,

________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:

NON-SOLICITATION LETTER


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I, Buyer XXXXXXXXXXXXX, with country PASSPORT # XXXXXXXXXXX, do hereby confirm that I

have requested of you and your associates, specific confidential information and

documentation regarding a currently available Private Placement Program to serve for our

interest, purposes and understanding only, and not for further distribution. We are hereby

agreeing to keep all information received by you as STRICLY CONFIDENTIAL AND

PROPRIETARY.

I hereby declare that I am fully aware that the information presented by you is not in any

way considered or intended to be solicitation of funds of any sort, or any type of offering,

but is intended for general knowledge and educational purposes only. I affirm that I have

requested information from you and your associates of my own choice and free will, and

further that you have not solicited me in any way.

I understand that the completed transaction is strictly one of private placement, and that it

is in no way relying upon or relating to the United States Securities Act of 1933/34 or related

regulations, and it does not involve the sale of registered securities.

Further, I hereby declare that I am not a licensed broker or government employee. I have

mutually agreed that this private placement transaction is exempt from the Securities Act,

and is not intended for the general public, and all matters are for PRIVATE USE ONLY Agreed

and Accepted by the BUYER:

EXECUTED XX MARCH, 2012 FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER,

________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:

NON-SOLICITATION LETTER


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I, SELLER XXXXXXXXXXXXX, with country PASSPORT # XXXXXXXXXXX, do hereby confirm that I

have requested of you and your associates, specific confidential information and

documentation regarding a currently available Private Placement Program to serve for ourinterest, purposes and understanding only, and not for further distribution. We are hereby

agreeing to keep all information received by you as STRICLY CONFIDENTIAL AND

PROPRIETARY.

I hereby declare that I am fully aware that the information presented by you is not in any

way considered or intended to be solicitation of funds of any sort, or any type of offering,

but is intended for general knowledge and educational purposes only. I affirm that I have

requested information from you and your associates of my own choice and free will, and

further that you have not solicited me in any way.

I understand that the completed transaction is strictly one of private placement, and that it

is in no way relying upon or relating to the United States Securities Act of 1933/34 or related

regulations, and it does not involve the sale of registered securities.

Further, I hereby declare that I am not a licensed broker or government employee. I have

mutually agreed that this private placement transaction is exempt from the Securities Act,

and is not intended for the general public, and all matters are for PRIVATE USE ONLY Agreed

and Accepted by the SELLER:

EXECUTED XX MARCH, 2012 FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER,

________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:NATIONALITY:

IREVOCABLE MASTER FEEE PROTECTION AGREEMENT(Paymaster information subject to Buyer Approval)

INSTRUMENT DESCRIPTION:


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19

Instrument Type: MEDIUM TERM NOTES (MTN ) BANK

Term: XXXXXX (X) XXXXXXXXX (X) day

Age: Seasoned MTN, Slightly Seasoned MTNIssuing Bank: Deutsche Bank AG, HSBC, Barclays-UK or another TOP 50 BANK with an

S & P rating of AA or better

Interest Rate: XXXXX (X%)

Price: XXXXX (XX%) plus XXXXXXXXX (1%)

Currency: EURO OR USD DOLLAR

Contract amount: EUR 5 Billion (5,000,000,000.00) Min. to 50

Billion (50,000,000,000.00) with R and E

First Tranche: EUR 500 Million (500,000,000.00)

Denominations: 500 MILLION or by request.

Consultant Fees: Buyer and Seller Sides Share Two Percent (2%) Equally. (1+1)

Delivery: Pre-Advice First SWIFT via MT-199 or MT-799, MT-760 to Buyers bank

with Hard Copy to follow in seven (7) banking days by bank bonded

courier.

Payment: By unconditional SWIFT Wire Transfer MT-103.

I, Buyer/Payer XXXXXXXXXXXX, with country PASSPORT # XXXXXXXXXXX,

Irrevocably and unconditionally, without protest, demand or delay, promise and guarantee

to pay Consultancy Fees of Two Percent (2%) of the face value of the instruments, for the

benefit of the consultants being hereinafter called collectively the beneficiaries and

individually a Beneficiary.

The said Consultancy Fees shall be paid upon the successful closing of each and every

tranche concurrently with each payment of the instruments purchased by us. Further, the

said consultancy fees shall be paid in good, clean clear and unencumbered Euros/Dollars and

delivered, via wire transfer, to your designated trust/bank account coordinates.


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19

This Fee Agreement-Pay Order is unconditional, assignable and divisible. This Fee

Agreement-Pay Order shall endure to the benefit of the beneficiaries and their respective

heirs, administrators, successors and assigns, as the case may be, and shall be binding andenforceable 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, if transmitted by facsimile or electronic mail 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 hereby declare that we are fully aware that the information received from you is in

direct response to our request and is not in any way considered or intended to be a

solicitation of funds of any sort, or any type of offering, and is intended for our general

knowledge only. We hereby affirm, under penalty of perjury, that we have requested

information from you and your organization by our choice and free will, and further that you

have not solicited us in any way. Intermediaries are NOT Advisors of any kind.

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 stated codes, (the Sellers code to be provided by the Seller) 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. This transmission via facsimile will be accepted as an original and I confirm that I

have authority to execute this Pay Order.

This Irrevocable Master Fee Protection Agreement / Irrevocable Pay order for Consultant

Fees of Two Percent (2%) of the face value from each and every tranche of this transaction,

including any rolls or extensions, to be paid by the Buyer / Buyers Paymaster as follows:


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19

SELLERS SIDE COMMISSION/FEES 1.0% OF FULL FACE VALUE, INCLUDING ROLLS AND

EXTENSIONS, TO BE PAID TO THE FOLLOWING PAYMASTER:

PAYMASTER: S-1 1.0%

PAYMASTER NAME

PAYMASTER ADDRESS

PASSPORT NUMBER

PAYMASTER TELEPHONE

PAYMASTER FAX

PAYMASTER EMAIL

BANK NAME

BANK ADDRESS

CONTACT PERSON

PHONE NUMBER

CLEARING NUMBER

DEPOSIT NUMBER

BIC/SWIFT CODE

ABA ROUTING

ACCOUNT NAME

ACCOUNT TYPE

ACCOUNT NUMBER

SPECIAL WIRE INSTRUCTIONS

Please email notification per tranche

included with contract codes that a wire

as been sent to the following email

address / [email protected].

Further Pre-Wire Instructions:

Pre-wire advice to be delivered to

(email: ) or 1-XXX-XXX-XXXX, such advice

to include Originating Bank/source of funds, Officer

Name, Phone number, amount of wire & currency,

name(s) of beneficiaries and such further information

as might be relevant, at which time, for security

reasons, the party wiring the funds will be advised of

the final three digits of the account number.

FOR BENEFIT OF THE FOLLOWING: THEXXXXXXXXXXXXX, INC. and Assigns Per

Sub Fee Agreement

Text Message:The SWIFT text message covering all remittances shall

clearly state the following: SAME DAY TRANSFER AND

IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO

US AND IN GOOD STANDING. THIS TRANSFER HAS BEEN

CLEARED BY OUR COMPLIANCE WHICH HAS CHECKED

THE SOURCE OF THE FUNDS AND THAT COMPLIES WITH

ACTUAL AML REGULATIONS.


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BUYERS SIDE COMMISSION/FEES 1.0% OF FULL FACE VALUE, INCLUDING ROLLS AND

EXTENSIONS, TO BE PAID TO THE FOLLOWING PAYMASTER(S):

PAYMASTER: B-1 BUYERS SIDE COMMISSION/FEES 1.0% OF FULL FACE VALUE, INCLUDING ROLLS

AND EXTENSIONS, TO BE PAID TO THE FOLLOWING PAYMASTER:

PAYMASTER NAME

PAYMASTER ADDRESS

PASSPORT NUMBER

PAYMASTER TELEPHONE

PAYMASTER FAX

PAYMASTER EMAIL

BANK NAMEBANK ADDRESS

CONTACT PERSON

PHONE NUMBER

CLEARING NUMBER

DEPOSIT NUMBER

BIC/SWIFT CODE

ABA ROUTING

ACCOUNT NAME

ACCOUNT TYPEACCOUNT NUMBER

SPECIAL WIRE INSTRUCTIONS

Please email notification per tranche

included with contract codes that a wire as

been sent to the following email address /

[email protected].

Further Pre-Wire Instructions:

Pre-wire advice to be delivered to (email:

) or 1-XXX-XXX-XXXX, such advice to include Originating

Bank/source of funds, Officer Name, Phone number,

amount of wire & currency, name(s) of beneficiaries and

such further information as might be relevant, at which

time, for security reasons, the party wiring the funds will

be advised of the final three digits of the account number.

FOR BENEFIT OF THE FOLLOWING: THEXXXXXXXXXXXXX, INC. and Assigns Per Sub

Fee Agreement

Text Message:The SWIFT text message covering all remittances shall

clearly state the following: SAME DAY TRANSFER AND

IMMEDIATE CREDIT. REMITTER/CLIENT IS KNOWN TO US

AND IN GOOD STANDING. THIS TRANSFER HAS BEEN

CLEARED BY OUR COMPLIANCE WHICH HAS CHECKED THE

SOURCE OF THE FUNDS AND THAT COMPLIES WITH

ACTUAL AML REGULATIONS.

PAYMASTERS MAY CHANGE THEIR RECEIVING BANKS BY SERVING PRIOR NOTICE IN WRITING TO

BUYER/PAYOR WITHIN 8 BANKING HOURS THEREOF. PAYMASTERS SHALL ISSUE THEIR OWNRESPECTIVE PAYMENT ORDERS FOR ALL BENEFICIARIES/CONSULTANTS IDENTIFIED WITHIN THEIR


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OWN GROUPS PER ADDENDUM A FOR PROFITS RECEIVED SPECIFIC TO THIS AGREEMENT AND SAID

PAYMENT ORDERS SHALL BE LODGED WITH THEIR BANK OFFICERS AS HEREIN WRITTEN FOR

IMPLEMENTATION.

THIS IRREVOCABLE PROFIT PARTICIPATION AGREEMENT BECOMES UNCONDITIONAL, ASSIGNABLE,

AND DIVISIBLE UPON THE SUCCESSFUL INITIATION OF THE TRANSACTION REFERENCED ABOVE.

ALL PROFIT TRANSFERS SPECIFIC TO THIS AGREEMENT ARE TO BE MADE BY WIRE OR INTERNAL BANK

TRANSFERS AND TRANSFERRED IMMEDIATELY UPON CLOSING OF EACH TRANSACTION OR TRANCHE

OR AS SOON THEREAFTER AS BANKING PROCESSES ALLOW WITHOUT LIENS OR DELAYS OF ANY KIND

WHATSOEVER.

THIS AGREEMENT BECOMES EFFECTIVE WITH THE EXECUTION OF THE PURCHASE

AGREEMENT/LETTER OF INTENT/TRANSACTION CONTRACT REFERENCED BY THE TRANSACTION

CODE, SELLERS CODE, AND BUYERS CODE SET FORTH ABOVE AND SHALL REMAIN VALID AND

ENFORCEABLE FOR THE FULL TERM OF THE CONTRACT AND SHALL APPLY TO ANY AND ALL

RENEWALS, EXTENSIONS, OR ANY NEW AGREEMENTS BETWEEN BUYER AND SELLER OR THEIR

SHAREHOLDERS AND/OR ASSIGNS FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE HEREOF.

THE APPLICABLE NON-CIRCUMVENTION/NON-DISCLOSURE CONDITIONS OF THE ICC 500 RULES AND

REGULATIONS ARE BINDING UPON ALL PARTIES TO THIS AGREEMENT OR ANY OTHER PENDING OR

FUTURE TRANSACTIONS. ALL SIGNED COPIES OF THIS AGREEMENT INCLUDING FAX TRANSMISSIONS

THEREOF, SHALL BE CONSIDERED LEGALLY BINDING DOCUMENTS. THIS AGREEMENT AND THE

RIGHTS AND OBLIGATIONS HEREOF ARE BINDING AND INURE TO THE RESPECTIVE HEIRS, LEGAL

REPRESENTATIVES, ASSIGNEES AND/OR SUCCESSORS OF THE PARTIES HEREOF.

THE PAYING BANKBANK:

BANK ADDRESS:

BANK OFFICER:

TELEPHONES:

FAX:

ACCOUNT NAME:

ACCOUNT NUMBER:

SWIFT:

IT IS UNDERSTOOD THAT ALL PARTIES HEREIN INVOLVED ARE CONSIDERED TO BE BOUND BY

INTERNATIONAL STANDARD OF NON-CIRCUMVENTION/NON-DISCLOSURE AS GOVERNED BY

THE INTERNATIONAL CHAMBER OF COMMERCE, AND IF SUBJECT TO LITIGATION, TO THE

LAWS OF THE INVOLVED COUNTRIES.

PARTIES TO THIS AGREEMENT ARE INDEPENDENT CONTRACTORS AND ALL CONTEMPLATED

PAYMENTS AND/OR DISTRIBUTIONS HEREUNDER ARE DIVIDED INTERESTS. ALL TAXES,

FEDERAL, STATE OR OTHER, ARE THE INDEPENDENT RESPONSIBILITY OF EACH OF THE

PARTIES HERETO. REPORTING OF INCOME AND THE PAYMENT OF ANY RELATED TAXES IS

THE SOLE RESPONSIBILITY OF THE PARTIES INDIVIDUALLY.


18/19


TRANSACTION CODE:


SELLERS CODE:

SECURITY CODE:



19

THIS AGREEMENT WILL BECOME AN INTEGRAL PART AND INCLUDED WITHIN THE PURCHASE

AGREEMENT/LETTER OF INTENT/TRANSACTION CONTRACT IDENTIFIED WITH REGISTERED

TRANSACTION CODE:XXXXXXXXXXXXXXXX,

SELLERS CODE:XXXXXXXXXXXXXXXX AND BUYERS

CODE: XXXXXXXXXXXXXX AS SOON AS THE CONTRACT BECOMES VALID AND SIGNED. IF NO

TRANSACTION IS COMPLETED UNDER THE AFORESAID TRANSACTION, SELLER, AND BUYER

CODES COLLECTIVELY, THEN NO OBLIGATION TO THE BENEFICIARIES/CONSULTANTS AND

ANY OTHER PARTIES UNDER THIS AGREEMENT IS ESTABLISHED.

THE RECEIPT OF THIS DOCUMENT CONSTITUTES ACKNOWLEDGEMENT ON THE PART OF

RECIPIENTS HEREOF THAT THE TRANSACTIONS HEREIN ARE NOT TO BE IN VIOLATION OF

EXISTING REGULATIONS AND LAWS AND ALL PARTIES HEREIN ARE BOUND TO OBEY AND BE

IN COMPLIANCE WITH ALL REGULATIONS AND LAWS AS RELATED TO THE TRANSACTIONS

HEREIN.

THE SIGNATORY HEREOF AVERS AND CONFIRMS THAT HE HAS THE POWER AND AUTHORITY

TO EXECUTE THIS IRREVOCABLE FEE AGREEMENT AND PAY ORDER.

FINAL PAYMASTER ARRANGEMENTS SUBJECT TO BUYER/PAYOR APPROVAL. PASSPORTS OF

ALL PAYEES ON ISFPAS MAY BE REQUESTED FOR COMPLIANCE.

EXECUTED XX MARCH, 2012 FOR AND ON BEHALF OF and ACCEPTED BY THE BUYER / PAYOR,

________________________________________

NAME:

TITLE:

PASSPORT NO:

PLACE OF ISSUE:

DATE OF ISSUE:

DATE OF EXPIRATION:

NATIONALITY:

EXAMPLE : SELLER BANKER PRE-ADVICE SWIFT MT-199 / MT-799

MESSAGE HEADER

SWIFT INPUT: MT-199 / MT-799

SENDER:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:


19/19


TRANSACTION CODE:


SELLERS CODE:

SECURITY CODE:



19

BANK OFFICER:

AMOUNT:

ACCOUNT NAME:ACCOUNT NUMBER:

RECEIVER:

BANK NAME:

BANK ADDRESS:

SWIFT CODE:

BANK OFFICER:

AMOUNT:

ACCOUNT NAME:

ACCOUNT NUMBER:

IN FAVOR OF:

SWIFT MESSAGE TEXT

ATTENTION: ....................(ACCOUNT BANK OFFICER)

WE -------------(ISSUING BANK AND ADDRESS)----------, HEREBY CONFIRM WITH FULL

BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) MEDIUM

TERM NOTE (MTN) ICC FORMAT ON BEHALF OF OUR CLIENT, ---------------ORDERING

CUSTOMER()----------- IN THE TOTAL AMOUNT OF -----(AMOUNT IN WORDS)(AMOUNT IN

FIGURES) IN FAVOR OF ----(BENEFICIARY)-----, ACCOUNT NUMBER:------

THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL

BANKING RESPONSIBILITY, UPON RECEIPT OF CLEARANCE FROM OUR CLIENT.

THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE

DELIVERED AND AVAILED VIA MT760 AND EXACT MEDIUM TERM NOTE (MTN).

THESE PRE-ADVISE IS VALID FOR 10 (TEN) INTERNATIONAL BANKING DAYS ONLY AS AN

OPERATIVE INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR

THE ACCOUNT OF APPLICANT.

CUSIP/Registration numbers, ISIN numbers, Term, Text of Instruments, Denominations,

Name(s) of Issuing Bank(s), Date of Issue, Date of Maturity, and all pertinent data necessary

for the Buyers bank to authenticate and validate the data of the instrument via Euro clear

or DTC or Bloomberg screens, including an official covering letter from the Sellers bank to

deliver the instruments via mt 760FOR AND ON BEHALF OF ------------- (ISSUING BANK AND ADDRESS) ----------.

THANKS AND REGARDS,

BANK OFFICER: BANK OFFICER:

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buy sell Mtn medium term notes Contract - With Pre-Advice