(ON LESSEE’S LETTER HEAD TYPED IN 14 SIZE...

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(ON LESSEE’S LETTER HEAD TYPED IN 14 SIZE FRONT WITH FULL ADDRESS) LETTER OF INTENT (MEMORANDUM OF AGREEMENT) DATE: TO: PROVIDER I, Mr. _________________, as authorized signatory for __________________ Inc, Company ID Number ____________ under penalty of perjury, hereby confirm with full legal and corporate responsibility, that we are ready, willing and able to undertake for the leasing of the herein described Standby Letter of Credit (SBLC) or BG derived from legal sources and of non-criminal origin funds through our banking resources under the terms and conditions stated herein. BANK INSTRUMENT DESCRIPTION Instrument : SBLC or BG Format : Per Standard Top World Bank / ICC Format (AS Lesee submitted). Issuing Bank : Top World Bank Banks-rated “AA” or better by S&P or MOODYS. Currency : United State of America Dollars Term : One (1) year and One (1) day. Age : Fresh Cut, Newly Issued. Interest Rate : Zero (0) coupon. Total amount : US$/Euros … …… million Tranching : Single (or multiple by arrangement) Leasing fees : 15 % percent of Face Value including commission Payment : SWIFT Wire Transfer. Screening : Bank Screen/ DTC and/or EUROCLEAR. Delivery : Original Hard Copies bonded couriered bank-to-bank within Lessee’s Initial…….. Page 1 of 27 Lessor’s Initial…..…

Transcript of (ON LESSEE’S LETTER HEAD TYPED IN 14 SIZE...

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(ON LESSEE’S LETTER HEAD TYPED IN 14 SIZE FRONT WITH FULL ADDRESS)LETTER OF INTENT

(MEMORANDUM OF AGREEMENT)

DATE: TO: PROVIDER

I, Mr. _________________, as authorized signatory for __________________ Inc, Company ID Number ____________ under penalty of perjury, hereby confirm with full legal and corporate responsibility, that we are ready, willing and able to undertake for the leasing of the herein described Standby Letter of Credit (SBLC) or BG derived from legal sources and of non-criminal origin funds through our banking resources under the terms and conditions stated herein.

BANK INSTRUMENT DESCRIPTIONInstrument : SBLC or BGFormat : Per Standard Top World Bank / ICC Format (AS Lesee submitted).Issuing Bank : Top World Bank Banks-rated “AA” or better by S&P or MOODYS.Currency : United State of America DollarsTerm : One (1) year and One (1) day.Age : Fresh Cut, Newly Issued.Interest Rate : Zero (0) coupon.Total amount : US$/Euros … …… million

Tranching : Single (or multiple by arrangement) Leasing fees : 15 % percent of Face Value including commissionPayment : SWIFT Wire Transfer.Screening : Bank Screen/ DTC and/or EUROCLEAR.Delivery : Original Hard Copies bonded couriered bank-to-bank within Seven (7) international banking days per instruction.Payment : By conditional SWIFT Wire Transfer.

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PROCEDURES:

1. Lesee submits this Letter of Intent (LOI) / Memorandum of Agreement (MOA) with full banking co-ordinates.

2. a) Lessor, within two (2) international banking days thereafter, signs, stamps and returns by E-mail or fax the LOI, which will now become a Memorandum of Agreement (MOA), with Lessor's full banking coordinates. This MOA will initiate the Transaction.

b) Lessor shall also send with the above, a Letter of Authorization to authorize Lessee’s Bank Officer to call the Lessor’s Bank officer to confirm that on receipt of SWIFT MT103 from Lessee’s Bank, the Lessor’s Bank will send the Bank Instrument via SWIFT MT760 as stipulated below.

3. Lessee’s Bank, within three (3) international banking days thereafter, shall send (i) CONDITIONAL SWIFT MT103 (specimen given below), via bank-to- bank protocol to these:

(a) Lessor’s Bank, for due payment of leasing fees of …% of face value of the Bank Instrument

(b) the Paymaster bank (as per FPA below) for due payment of commissions of ….% of face value of the Bank Instrument and

(ii) SWIFT MT769 Bank’s Letter of Undertaking (specimen given below) to return the Instrument 15 days before the maturity clear and free of all encumbrances, unless it is duly renewed.

4. Lessor’s Bank, within five (5) international banking days, from receipt and satisfactory verification of aforesaid SWIFT MT103, shall deliver to Lessee’s Bank via SWIFT MT760 the Bank Instrument which shall contain but not limited to CUSIP/ISIN Numbers, Issuing Banks, Date of Issuance and Maturity, Denominations, Text of Instrument, Custodial Safekeeping Numbers, Euro clear Screen Access Codes, Full Bonding Power information, etc.

5. Lessee’s Bank, within eight (8) banking hours, from receipt, verification and authentication of the Bank Instrument, shall wire Lessor’s Bank to unblock the condition on MT103 and release payment to Lessor.

6. The Hard copies of the Bank Instrument shall be desparched for delivery via bank bonded courier to Lesee’s Bank within two (2) banking days after the payment being received by Lessor’s Bank.

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BANKING COORDINATES:

A) Lesee’s Full Banking CoordinatesBank Name :Bank Address: SWIFT Code :Bank Officer :Bank Tel. No.:Bank Fax No.:Account Name:Account No:Routing No:

B) Lessor’s Full Banking CoordinatesBank Name :Bank Address:SWIFT Code :Bank Officer :Bank Tel. No.:Bank Fax :Account Name:Account No.:Routing No :

Any unauthorized bank calls, other than specifically authorized as per Clause 2b of the procedure, will result in the immediate cancellation of this transaction and subject the violating party responsible for damages.

This Corporate Offer / MOA is a full recourse commercial commitment governed by the laws of the jurisdictions in which both parties reside and standards under ICC Regulations.

The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C. Publication #421) is hereby incorporated in and made an integral part of this document.

Both 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 conditions.

This transaction constitutes a private placement for the Leasing of bank instrument, conducted between Two (2) Principal entities to be defined by contract and as such, is not

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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.

Facsimile or Email copies of this document when fully executed are to be considered original and binding. This Corporate Offer / MOA are binding to the parties upon acceptance.

PENALTY CLAUSE FOR NON- PERFORMANCE: Should any of the Parties herein fail to perform as required by this contract, once signed, and after the Term of Validity thereof had expired, then, the failing Party shall indemnify the other Party for an amount of the 5% of the total quantity of the transaction; and two percent of said five [5%] percent shall be paid and equally distributed, to each of the facilitators that made the introduction of the signatories possible.

The facilitators shall have the right to make a legal claim independently also, if the aggrieved Principal does not make a claim, for such amount of two [2%] percent, of the total amount contracted, in any court of jurisdiction against the party failing to perform.

LAW & ARBITRATION: This contract is a full recourse commercial commitment enforceable under the laws of jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for arbitration, unless the aggrieved party takes legal action in a court of jurisdiction. The U.S.A., British or European Union country Law shall be the applicable law, as the aggrieved party may choose, and shall govern the interpretation, construction, enforceability, performance, execution, validity and any other such matters regarding this contractual agreement.

The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this Agreement will be solved amicably, but if this is not possible, the arbitration procedure is to be followed.

This contract is intended to be performed in accordance with, and only to the extend permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this contract be considered invalid or unenforceable, then, the reminder of this contract shall not be affected and shall be enforced to the greatest extend permitted by law.

NON-DISCLOSURE AND NON-CIRCUMVENTION: Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure rules of all issues by the ICC, PARIS / FRANCE, last edition of which shall apply to this transaction for a period of five (5) years, no matter whether direct or indirect.

We 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.

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

For and on behalf of Lessee: For and on behalf of Lessor:

_________________________ _________________________

Authorized Signature, Authorized Signature,

Print Name: ____________ Print Name: _____________

Title: Title:

Date: ___________ Date: __________________

Seal: Seal:

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

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SPECIMEN OF MT103:

S.W.I.F.T. FORMAT MT 103/ FIELD 23

(TO BE SENT VIA BANK-TO-BANK SWIFT MT103 OUTPUT)

(Verbiage may be modified)

DATE: , 2007.

FROM:

Bank:

Address :

SWIFT / BIC:

Account Name:

Account No:

Phone No:

TO:

Bank:

Address:

SWIFT / BIC:

Account Name:

Account No:

Phone No:

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We,________________________(Bank) of_____________(Address),  on behalf of our Client_____________ having account with us No______, hereby present out irrevocable, conditional S.W.I.F.T. wire transfer in your favor for account of ____________________ with Account Number ____________ in the amount of ______________________ Million United States Dollars  (US$ ______________.00) only. 

This SWIFT wire transfer of funds is in pursuant of the execution of the terms and conditions of the Memorandum of Agreement dated___________ with Transaction Code No:_________ signed by  the above Parties and legally binding on the beneficiary for the provision and delivery of leased SBLC  for a Face Value of  US$________________Million (US$ __________),  and this MT103 is conditional and shall become payable (1) upon  delivery to us of an acceptable SBLC in Format ICC ____,  by SWIFT MT760 and (2) after verification and authentication by us, with physical dispatch for delivery to us to be made within 2 banking days thereafter.

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 fully performed due bill and is immediately callable on us for cash payment subject to our bank’s instruction to unblock and release payment upon delivery and receipt and authentication  by us of the bank instrument specified below:

Bank Guarantee

CURRENCY: United States Dollars

FACE VALUE: US DOLLARS.......................... (US$ ................-00).

TERM: One Year and One Day

AGE: New Issue

Zero Percent Coupon

UBS AG Switzerland

Conditional SWIFT Wire Transfer (MT103) sent to the Provider's Bank Account.

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In the event that the Bank Instrument herein described is not deliveredIn the event that the Bank Instrument herein described is not delivered withinwithin  five (5) banking days from thefive (5) banking days from the  date of this SWIFT transfer,date of this SWIFT transfer,  forfor authentication and validation by us by SWIFT MT760, the right to use theauthentication and validation by us by SWIFT MT760, the right to use the transferred funds will terminate without recourse and the gross amounttransferred funds will terminate without recourse and the gross amount transferred must return immediately to the account of the transferee.transferred must return immediately to the account of the transferee.

This conditional irrevocableThis conditional irrevocable  S.W.I.F.T. wire transfer is valid forS.W.I.F.T. wire transfer is valid for  ........... (...)........... (...) banking days from the th. day of , 2007 and until the th. daybanking days from the th. day of , 2007 and until the th. day of , 2008 17:00 Central European Time (CET). of , 2008 17:00 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.

For and on behalf of

_______________________ _______________________

Name of Bank officer (1), Name of Bank officer (2),

Title: Title:

Direct Phone No: Direct Phone No:

I.D. No: I.D. No:

 

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SPECIMEN OF MT769Format/Verbiage for Return of SBLC/BG

SWIFT MT769

Date:To :From: Beneficiary Bank

Beneficiary:Amount of SBLC/BG:Date and Place of Expiry:

SWIFT Code :Bank Name (to) :Address :Account Name :Account Number :Bank Officer :

Reference : Bank Repatriation Guarantee.

On receipt of your SBLC/BG, as agreed in the Memorandum of Agreement between …………………………… (Provider) and …………………… (Client), we ……………….(bank full name and address), represented by the undersigned officers, do hereby confirm and promise irrevocably, unconditionally and without protest or notification, to return the said SBLC/BG in the sum of …………………………………………… issued in the name of ………………, whether it is assigned or not.

The said SBLC/BG shall be returned to you, the issuing bank, at your office at……….….(insert branch address) at least 15 days before its expiry, fully free and clear of all encumbrances.

Signed by two authorized officers of the Bank

____________________________ ___________________________Signature SignatureBank Officer’s Name Bank Officer’s NameTitle Title I.D. Number I.D. Number

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SPECIMEN OF STANDBY LETTER OF CREDIT

To: ……………………… BankSwift code:

From: ………………… Bank Address:……………………SWIFT BIC: ………………….

Quote:Issuing bank: ………………. BankApplicant: Beneficiary: Address: .Standby Letter of Credit No.: Date of Issue: Date of Maturity: Date of Expiry: Amount: US Dollars …………….. Million Only (USD………,000,000.00)

At the request and for account of ………………………………..(LC Applicant), we, …………………….. Bank, of………………………….. (Address): hereby issue our irrevocable Standby Letter of Credit no. _____ in favour of ………………………………..., with an aggregate amount up to USD….000,000.00 (Say United States Dollars ……….. Million Only) due on 366 days from the date of issue, _______.

Payment is available upon beneficiary’s first written demand via authenticated swift/ telex hereunder must be marked “ Drawn under Standby Letter of Credit no. _____, dated ______. ”

We engage with you that the demand under and in compliance with the terms of this Standby Letter of Credit shall be duly honored upon presentation to us.

This Standby L/C is subject to the Uniform Customs and Practice for Bank Credit instrument in accordance with the International Chamber of Commerce (ICC) Publication no.500 (Latest Edition)

This standby letter of credit is an operative instrument and no mail confirmation will follow.

Best regards

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____________________________ __________________________ Bank Officer (Signed) Bank Officer (Signed) Title Title I. D I. D.

SPECIMEN BANK GUARANTEE

OUTGOING : MT 760 FORMAT MESSAGESENDER : _____________________________

RECEIVER : ………………………………………. ------------------------------------------------------------------------------------------------------------20: Transaction Code Number : _______________ 21: Related Reference: Page 79: Narrative:

KINDLY ADVISE BENEFICIARY THAT TODAY WE HAVE ISSUED OUR BANK GUARANTEE IN THEIR FAVOUR

QUOTE

APPLICANT : _______________________ BENEFICIARY : ………………………………

AMOUNT : US $ xxxxxxxxxxxxxx.00 ( say xxxxxxxxx MILLION

UNITED STATES DOLLARS)

EXPIRY DATE/PLACE :_________ 2007 IN …… ( COUNTRY OF ISSUING BANK)……….

REF: SALES CONTRACT No.: ___________ DATED ________ 2007 BETWEEN THE APPLICANT AND THE BENEFICIARY FOR THE LEASING OF BANK INSTRUMENT..

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AT THE REQUEST OF THE APPLICANT, WE HEREBY IRREVOCABLY AND UNCONDITIONALLY (EXCEPT AS STATED HEREIN) UNDERTAKE TO PAY THE BENEFICIARY ON THEIR FIRST DEMAND IN WRITING AT OUR COUNTER THE SUM OF USD xxx,000,000.00 (UNITED STATES DOLLARS xxx HUNDRED MILLION ONLY) PROVIDED:

(1) THE DEMAND IN WRITING IS ACCOMPANIED BY THE BENEFICIARY’S WRITTEN AND SIGNED STATEMENT THAT THE AMOUNT DEMANDED IS DUE AND OWING UNDER THE ABOVE SALES CONTRACT No. :___________ DATED ________ 2007 BETWEEN THE BENEFICIARY AND THE APPLICANT

AND

(2) THE DEMAND IN WRITING BEARS THE APPLICANT’S SIGNED CONFIRMATION THAT IT IS CORRECT AND THE APPLICANT’S SIGNATURE (S) THEREON IS (ARE) VERIFIED AND AUTHENTICATED BY US WITH FULL SIGNATURES.

PAYMENT UNDER THIS BANK GUARANTEE SHALL BE MADE TO THE BENEFICIARY PERSUANT TO THEIR DEMAND IN WRITING AS STATED ABOVE WITHOUT SET-OFF AND FREE FROM ANY DEDUCTIONS, CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE ………. ( COUNTRY OF ISSUING BANK) ………………OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THE BANK GUARANTEE SHALL REMAIN VALID FROM_________ 2007 UNTIL _________ 2008 (ONE YEAR PERIOD). THE DEMAND IN WRITING IF ANY, UNDER THIS BANK GUARANTEE MAY BE PRESENTED TO US AT OUR COUNTER BETWEEN __________ 2007 AND THE EXPIRY DATE ________ 2008 (15 days before maturity) OF THIS BANK GUARANTEE (BOTH DATES INCLUSIVE) (HEREAFTER REFERRED TO AS “THE PRESENTATION PERIOD”). ANY DEMAND UNDER THIS BANK GUARANTEE PRESENTED TO US OUTSIDE THE PRESENTATION PERIOD SHALL BE CONSIDERED INVALID AND SHALL NOT BE HONOURED BY US.

WE HEREBY ENGAGE WITH THE BENEFICIARY THAT THEIR DEMAND IN WRITING MADE STRICTLY IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS BANK GUARANTEE AS EXPRESSLY STATED HEREIN SHALL BE DULY HONOURED BY US ON PRESENTATION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS BANK GUARANTEE.

THIS BANK GUARANTEE SHALL BE SUBJECT TO UNIFORM RULES FOR DOCUMENTARY CREDITS 1993 REVISION ICC PUBLICATION NO. 458 AND THE JURISDICTION OF THE LAW OF ………. ( COUNTRY OF ISSUING BANK )……… , UNITED KINGDOM.

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UNQUOTETHIS SWIFT IS AN OPERATIVE MESSAGE AND NO MAIL CONFIRMATION WILL FOLLOW.

REGARDSTRADE AND RISK SERVICES/_________ 2007-------------------------------------------------------------------------------------------------------------------We, …………….( Lessee’s Company name)………….. have accepted this Text of Bank Guarantee for Leasing.

For and on behalf of …….. ( Lessee’s Company name)………..

___________________________ Name:Title: COMPANY SEAL Passport No: Country of issue:

(ON LEASEE’S LETTERHEAD TYPED IN 14 SIZE FONT WITH FULL ADDRESS)

CLIENT INFORMATION SHEET

IN ACCORDANCE WITH ARTICLES 2 AND 5 OF THE DUE DILIGENCE AND FEDERAL BANKING COMMISSION CIRCULAR OF DECEMBER 1999, CONCERNING THE PREVENTION OF MONEY LAUNDERING, AND ARTICLE

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305 OF THE SWISS CRIMINAL CODE, THE FOLLOWING INFORMATION MAY BE SUPPLIED TO BANKS AND TO FINANCIAL INSTITUTIONS FOR PURPOSES OF VERIFICATION OF IDENTITY AND ACTIVITIES OF THE INVESTING MEMBER, AND THE NATURE AND ORIGIN OF THE FUNDS WHICH ARE TO BE UTILIZED.

CLIENT FULL NAME:NATIONALITY:PASSPORT NUMBER:ISSUED BY:DATE OF ISSUE:DATE OF EXPIRY:SOCIAL SECURITY NUMBER:FED ID NUMBER:DATE OF BIRTH:PLACE OF BIRTH:HOME ADDRESS:HOME TELEPHONE:HOME FAX:

COMPANY NAME:REGISTERED OFFICE:REGISTRATION NUMBER:BUSINESS TELEPHONE:BUSINESS FAX:E-MAIL ADDRESS:CORPORATE DIRECTORS:

ATTORNEY:ADDRESS:

TELEPHONE:FAX:E-MAIL ADDRESS:MAILING ADDRESS:COURIER ADDRESS:

BENEFICIARY’S BANKING COORDINATES:NAME OF BANK:BRANCH CODE:BANK ADDRESS:BANK ACCOUNT NAME:BANK ACCOUNT NUMBER:BANK SWIFT CODE:

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ROUTING NO:BANK TELEPHONE: BANK FAX:BANK OFFICER NAME & TITLE:

BRIEF CORPORATE ACTIVITY:

Funds Available for Transaction : USD --------------- Origin of Funds (how earned)  : Legally Earned.  Are the funds free and clear?  : Yes Have you placed or tried to place these funds somewhere else? No If YES, please provide the “Cease and Desist” letter of the entity to which you applied.

I hereby swear under penalty of perjury, the information given above is accurate and true. This Client Information Form is also legally valid as a fax copy! For and on behalf of the Client.

______________________________ Print Name :

Company:Title  : Passport No : Country of issue :Date of Issue:

< SEAL >

ENLARGED CLEAR COLOR COPY OF SIGNATORY’S PASSPORT

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PASSPORT

SIGNATURE PAGE

PASSPORT

PHOTO PAGEPlease check to see that it looks good.

It MUST be Very Nice, Clear,and make sure that All of Your Face

NOTE : Enlarged in size of 150% or 8” x 10” Send in Jpeg or E-fax format for E-Mail

(ON LESEE’S LETTERHEAD TYPED IN 14 SIZE FONT WITH FULL ADDRESS)

CORPORATE RESOLUTION

THIS IS TO CERTIFY THAT THE BOARD OF DIRECTORS OF ______________HAVING IT’S ADDRESS AT _________________, ____________________, [HEREAFTER “COMPANY”] ATTENDED A BOARD OF

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DIRECTORS MEETING WHICH WAS DULY AND REGULARLY CALLED, NOTICED AND HELD ON _________, 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. ___________ PASSPORT NUMBER _______ [………] SHALL BE AND HEREBY IS APPOINTED TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANY 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 A STANDBY LETTER OF CREDIT LEASING 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 A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE INVESTMENT 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. _____________ SECRETARY OF THE COMPANY, BE AND 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 PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED.

IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS HAVE NEVER BEEN ABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY ELECTED AND APPOINTED TO HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED TO ACT FOR AND ON BEHALF OF THE COMPANY, AND THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS __________ DAY OF _________ OF 2007.

SEAL_________________________________Print Name: __________________

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Title:__________________Company:__________________Passport No:__________________Date of issue:__________________Country of issue:__________________

SEAL____________________________________WITNESS, BYName: __________________Title: SecretaryPassport No: __________________Date of Issue:__________________Country of Issue: __________________

(ON LESSOR’S LETTERHEAD TYPED IN 14 SIZE FONT WITH FULL ADDRESS)

IRREVOCABLE FEE PROTECTION AGREEMENT

DATE: ….. Of …… , 2007.

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TO: All Concerned

Transaction : LEASING STANDBY LETTER OF CREDIT (SBLC). Contract Amount: United States Dollars ………….Commission : Total of 15% Percent Face Value paid by the Buyer. AGREED COMMISSION SUM PAYABLE: 15% (FIFTEEN PERCENT) OF FACE VALUE OF THE BANK INSTURMENT IN USD FOR CONSULTANT FEES.

PAYMASTER NAME :

First Export Ltd .PASSPORT NO:COUNTRY OF ISSUE:TEL. NO:EMAIL ADDRESS:

BANK NAME:BANK ADDRESS:BANK TEL:BANK FAX:

BANK OFFICER NAME:ACCOUNT NAME:ACCOUNT No:SWIFT CODE:IBAN/ABA CODE:

I, THE LEASEE, MR. ____________ AGREE TO INSTRUCT OUR BANK, WHEN THE SIGNED MOA IS RECEIVED FROM THE LESSOR, TO SEND SEPARATELY TO THE BANK OF THE PAYMASTER, CONDITIONAL SWIFT MT103 AS PER CLAUSE 3(I)(B) IN THE PROCEDURES AND THESE SHALL BE UNBLOCKED AND RELEASED FOR PAYMENT WITHIN 8 BANKING HOURS FROM WHEN THE AGREED LEASED BG/SBLC IS RECEIVED, VERIFIED AND AUTHENTICATED BY OUR BANK.

PAYING BANK:_____________________ BANKADDRESS OF BANK:A/C NAME:_____________________A/C NUMBER:SWIFT CODE:IBAN/ABA ROUTING:

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I, THE LEASEE, MR. _____________ OF _______________, AS UNDERSIGNED, WITH FULL CORPORATE RESPONSIBILITY AND AUTHORITY UNDER PENALTY OF PERJURY, AGREED TO PAY AND ISSUES THIS IRREVOCABLE FEE PROTECTION AGREEMENT IN THE AMOUNT AS STATED ABOVE.

THE PAYMENT SHALL BE MADE WITHOUT PROTEST, DELAY OR DEDUCTIONS (OTHER THAN BANK WIRE TRANSFER FEES) IMMEDIATELY UPON MY BANK RECEIVING AND AUTHENTICATING THE RECEIPT OF LEASED THE BANK INSTRUMENT.BY MT760.

AGREED AND ACCEPTED BY LEASEE: < Seal >

_______________________________Authorized Signature, WITNESS:Print Name: _______________ Name:Title:_______________ Title:Company:_______________ Company:Passport No: _______________ Passport No:Country of issue:__________ Country of Issue:

NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DICLOSURE RULES (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

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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 LEASOR’S CODE AND THE LEASEE’S CODE REFERRED TO HEREIN.

SHOULD A CONTRACT BE SIGNED BETWEEN THE LEASOR AND LEASEE, A BANK ENDORSED CORPORATE PAY ORDER WILL BE ISSSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED BY A SWIFT WIRE TRANSFER TO THE PAYMASTER’S ACCOUNT, WHEN PAYMENT FOR THE BANK INSTRUMENT IS COMPLETED. AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL.

AGREED AND ACCEPTED BY LEASEE: < Seal >

_______________________________ _________________________ Authorized Signature, WITNESS:Print Name: _______________ Name: __________________Title:_______________ Title: __________________Company:_______________ Company: __________________Passport No: _______________ Passport No: ______________Country of issue:__________ Country of Issue: ___________Date of Issue: _______________ Date of Issue: _____________

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