This Corporate Agreement for Financial
Instruments via SWIFT MT103 and the five (5) attached
Annex (further designated as the Agreement) are entered on thi 26-04, 2014 by and between:
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Company Name
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Address
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Represented by
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Title
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Passport No.
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Phone
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E-mail
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Hereinafter referred to as SENDER
AND
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Bank name:
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Bank address:
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Account name:
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Account number:
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IBAN CODE:
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SWIFT CODE:
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Bank Officer:
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Bank Telephone:
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Bank Fax:
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Hereinafter referred to as RECEIVER
WHEREAS: The Parties understand that issuing bank
will not send cash funds to Receiver’s bank account. The Financial Instrument
via SWIFT MT103 (further designated as the Instrument) is only for credit
enhancement. The SWIFT MT103 will appear on inter-banking screen and there will
be no verifications communication with issuing bank.
WHEREAS: The Receiver desires to receive an Instrument via SWIFT MT103 from
issuing bank. The Receiver confirms with full corporate and legal
responsibility to accept the Instrument. The Receiver must have a credit line
ready against which Receiver will use the Instrument to pay for this
transaction.
WHEREAS: Sender desires to transfer through
from issuing bank the aforementioned Instrument to the Receiver’s bank. Sender
represents and warrants that it has the ability and resources to arrange
through associates, contacts and sources, with full corporate responsibility,
Instrument in the term of assignments to be provided to the Receiver’s bank.
Sender hereby declares under penalty of perjury that the Instrument will be
backed by funds that are good, clean, clear, and free of non-criminal origin,
and will be free and clear of all liens, encumbrances and third party interest.
DESCRIPTION OF THE INSTRUMENT(S):
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Instrument:
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MT103 via SWIFT.
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Issuing bank:
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HSBC BANK PLC, LONDON, UK.
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Instrument nominal:
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€500,000,000.00 (five hundred million Euros).
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Profits Receiving:
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As rate of 10%+2% (TEN PERCENT+
TWO
PERCENT) from
Instrument’s nominal.
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Payment:
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Wire Transfer (TT).
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Duration of payment:
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Within
3 (three ) calendar
days upon Instrument’s SWIFT MT103 receive and authentication on interbank
screen.
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PROCEDURES:
1. The Receiver and the Sender execute, sign and initial this Agreement
and Parties will lodge this Agreement in their respective banks.
2. The Senders shall instruct the issuing bank Officer to send an
Instrument (Annex 3) of first nominal (€500,000,000.00) via SWIFT MT103 to the
Receiver’s bank coordinates .
3. The Receiver shall cause the payment bank Officer to arrange a full
payment of Profits Receiving by sum of €000,000,000.00 (Euro ----- hundred
million) as per Invoice and of Consultancy Fees by sum of €-0,000,000.00 (Euro
--- million) as per Fee Protection Agreement (FPA, Annex “D”) within three (3)
working days .
4. The Parties send copies of bank massages via e-mail during twenty
four (24) hours since massages issuing date.
Total
payment for Profits Receiving & Consultancy Fees according this Agreement
is total amount €000,000,000.00(Euro---- hundred millions).
NON-SOLICITATION: The Receiver hereby confirms and declares that Sender, its associates or
Sender representatives or any person or persons on its behalf has/have never
been solicited by any party, its shareholders or associates or representatives
in any way whatsoever that can be
construed as a solicitation for this
transaction or for future transactions.
Any delay in or failure of performance by either party of their
respective obligations under this Agreement shall constitute a breach hereunder
and will give rise to claims for damages if, and to the extent that such delays
or failures in performance are not caused by events or circumstance beyond the
control of such party.
ARBITRATION: All disputes and
questions whatsoever which arises between the Parties to this Agreement and
touching on this Agreement on the construction or application thereof or any
account cost, liability to be made hereunder or as to any act or way relating
to this Agreement shall be settled by the arbitration in accordance with the
arbitration laws of the ICC.
This Agreement contains the entire agreement and understanding concerning
the subject matter hereof and supersedes and replaces all prior negotiations
and proposed agreements, written or oral. Neither of the parties may alter,
amend, nor modify this Agreement, except by an instrument in writing signed by
both Parties. This Agreement will be governed by and construed in accordance
with the laws of United Kingdom. In the event that either party shall be
required to bring any legal actions against the other in order to enforce any
of the terms of this Agreement the prevailing party shall be entitled to
recover reasonably attorney fees and costs.
PAYMENT TERMS AND CONDITIONS: The Receiver hereby irrevocably agrees to pay a Profits Receiving of 10%+2%
from the Instrument’s nominal by Wire Transfer through his bank.
The Receiver’s bank
will perform payment to nominated Sender’s payment banking account by Wire
Transfer in full amount, without any deduction and delay in same day.
FORCE MAJEURE: None of the Parties
will be responsible, as determined by the International Chamber of Commerce
(ICC), Paris accords (No. 650), regarding the impossibility to execute this
contract, fully or partially, when this impossibility is directly or indirectly
determined by the causes specified by ICC and that are below reported in
English:
a. Causes
beyond their reasonable control;
b. Acts
of God;
c. Acts
or Non-Actions of any Governmental Authority (de jure or de facto),
including the intervention of the Federal Reserve Bank of the United States
which have the effect of prohibiting or otherwise limiting the Corporate
Objective of this Agreement;
d. Wars (declared or
undeclared);
e. Fire,
flood, sabotage, nuclear accident, earthquake, storm, epidemic;
f. Banks
and/or Financial Institutions are closed by reason of industrial dispute or
governmental intervention.
ELECTRONIC DOCUMENT
TRANSMISSIONS (EDT): EDT shall be deemed valid and enforceable in respect of any provisions
of this Agreement. As applicable, this Agreement shall be:
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 ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000)
adopted by the United Nations Centre for Trade Facilitation and Electronic
Business (UN/CEFACT);
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.
PARTIES
BANK COORDINATES:
Instrument’s issuing bank
coordinates:
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Bank name
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Bank address
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SWIFT BIC
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Sender’s
bank coordinates for Profit Receiving:
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BANK NAME
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BANK ADDRESS
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SWIFT BIC
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ACCOUNT NAME
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ACCOUNT NO.
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Bank Officer
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Bank phone /
fax
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Receiver’s
bank coordinates:
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Bank name:
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Bank address:
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Account name:
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Account number:
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IBAN CODE:
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SWIFT CODE:
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Bank Officer:
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Bank Telephone:
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Bank Fax:
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ACCEPTED AND AGREED WITHOUT CHANGES and signed in 2 copies.
THIS SPACE
INTENTIONALLY LEFT BLANK
COPY OF
RECEIVER PASSPORT
SIGNED THIS 26DAY OF APRILE 2014 FOR AND ON BEHALF OF
RECEIVER:
_________________________________________
Signatory Name:
Passport Nº:
Issuing Country:
Issue Date:
Expiration Date:
COPY OF
SENDER PASSPORT
SIGNED THIS 26 DAY OF APRILE 2014 FOR AND ON BEHALF OF SENDER:
_____________________
Signatory Name:
Passport Nº:
Issuing Country:
Issue Date:
Expiration Date: \
ANNEX 1
AFFIRMATION OF MT103 TRANSACTION
Date: 26th Day of aprile
, 2014
I, Mr. .......................................
, as Director of . ...................Co.Ltd. hereby affirm that I am in
complete understanding of the MT103 SWIFT transaction.
I understand that Instrument’s
issuing bank will send, via SWIFT, MT103 messages in the amount of €500,000,000
(five hundred million euros), each one, to my designated account.
I also understand the following:
Issuing bank has agreed to send
the MT103 SWIFT message only;
Issuing bank will not send cash
to my bank account;
The MT103 is only for credit
enhancement;
This is transaction which means
that the SWIFT will appear on inter-banking screen and there will be no
verifications communication with issuing bank.
I must have a credit line ready
against which I will use the MT103 to pay for this transaction.
I am absolutely and completely
clear of this transaction and am ready to fulfill my part.
Signed
for and on behalf of
________________________________________
Signatory
Name:
Passport
Nº:
Issuing
Country:
Issue
Date:
Expiration
Date:
ANNEX
2
VERBIAGE OF THE BOARD RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS
Re:
A quorum of
directors of .................................Ltd.
(Hereinafter called the "Company") with its address at 6/7 Sio 8,
Ladprao Road, Jatujak District, Bangkok,
10900, Thailand, attended in person or by telephone/video conference a Board of
Directors meeting which was duly noticed and held on December 06 , 2012. A
detailed discussion regarding various issues and aspects of this transaction
was held to the full satisfaction of the Board members and the following resolutions
were unanimously adopted:
RESOLUTION:
It is resolved that Mr ....................................
holder of South African Passport No. ............... as
Company’s Office In 6/7 Sio 8, Ladprao Road, Jatujak District, Bangkok, 10900, Thailand and authorized
Representative/Signatory of the company, to enter into this transaction
involving the assignment of Bank Debentures and other Bank Instruments.
RESOLUTION:
It is
resolved that Mr. ..................................as CEO and authorized
Signatory of the company, to arrange the procedure for transaction SWIFT MT 103 with
transaction reference TBK977 in the amount of €500,000,000.00.
RESOLUTION:
It is resolved that Mr. .............................as
authorized Signatory of ..............................Co.Ltd. be assigned full
authority to instruct, arrange, monitor, execute, manage and sign all paperwork,
agreements, contracts and all documentation as may be necessary with third
parties, pertinent to this transaction.
RESOLUTION:
It is further resolved at this meeting of
the Board of Directors that Mr. ...........................is hereby
authorized to distribute on behalf of ......................................
Co.Ltd. any and all transaction related
fees and entitlements to any banks, trading entities, program managers,
facilitators, lawyers and other involved persons and companies of his choice,
as he may deem appropriate and at his absolute discretion, on behalf of BLUESPEAR
Co.Ltd.
RESOLUTION:
That Mr. .........................................as
the Managing Director of the company, is hereby authorized to certify that the
foregoing resolutions and provisions thereof are in conformity with the
charter, bylaws and articles of incorporation of the company, and that the
foregoing resolution and the authority thereby conveyed shall remain in full
force and effect until the purposes set forth herein are accomplished.
It
is further certified that the foregoing resolutions have never been modified or
amended and are now in full force and effect. The above named representative of
the company has been duly elected and appointed to hold office, the representative
is presently holding office, and is empowered to act for and on behalf of the
company. This fax or email copy of the Board Resolution shall be of equal value
and effect to the original, and shall be accepted as such by everyone, for all
purposes, everywhere.
The
above motions and resolutions were duly made, seconded and unanimously passed
and carried out at the completion of this meeting.
In witness whereof, I have hereunto set our
hand and seal of the company in our own free will and act, in certification of
the above resolutions and provisions on this aprile 26, 2014.
For and on behalf of the
_______________________________________
Signatory
Name:
Passport
Nº:
Issuing
Country:
Issue Date:
Expiration Date:
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ANNEX 3
VERBIAGE OF THE
FINANCIAL INSTRUMENT VIA SWIFT MT103
xxxxcccccccccccccccccccccccccccccccccccccccccccccccccccc
Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
The above is suggxested verbiage only. Text
may vary accordıng to bank regulatıons.
SELLER
SIDE ONE PERCENT (1 %) OF THE TOTAL CONTRACT FACE VALUE INCLUDING EACH AND EVERY
TRANCHE WITH RENEWALS AND EXTENTIONS
OPEN
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PAYMASTER NAME
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BANK NAME
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BANK ADDRESS
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SWIFT CODE
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BANK ROUTING NUMBER
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ACCOUNT NAME
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ACCOUNT NUMBER
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CURRENCY
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SPECIAL
INSTRUCTIONS
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“SAME DAY TRANSFER AND IMMEDIATE CREDIT”. All Wire transfers shall incorporate below
Text Message and a copy of Bank Wire Transfer slip shall be emailed : XXX and for legal verification and documentation pursuant to Patriot
Act/Baking regulations with One Original Contract copy to be filed with Bank.
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REQUIRED MESSAGE
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FOR BENEFIT OF
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BUYER
SIDE HALF PERCENT (10 %) OF THE TOTAL CONTRACT FACE VALUE INCLUDING EACH AND
EVERY TRANCHE WITH RENEWALS AND EXTENTIONS.
OPEN
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PAYMASTER NAME
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BANK NAME
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BANK ADDRESS
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SWIFT CODE
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ACCOUNT NAME
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ACCOUNT NUMBER
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CURRENCY
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EURO
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SPECIAL
INSTRUCTIONS
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“SAME DAY TRANSFER AND IMMEDIATE CREDIT”. All Wire transfers shall incorporate below
Text Message and a copy of Bank Wire Transfer slip shall be emailed : xxxxx and for legal verification and documentation pursuant to Patriot
Act/Baking regulations with One Original Contract copy to be filed with Bank.
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REQUIRED MESSAGE
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FOR BENEFIT OF
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BUYER SIDE HALF PERCENT (1%) OF THE TOTAL
CONTRACT FACE VALUE INCLUDING EACH AND EVERY TRANCHE WITH RENEWALS AND
EXTENTIONS.
OPEN
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PAYMASTER NAME
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BANK NAME
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BANK ADDRESS
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SWIFT CODE
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ACCOUNT NAME
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ACCOUNT NUMBER
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CURRENCY
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(EUR)
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SPECIAL
INSTRUCTIONS
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“SAME DAY TRANSFER AND IMMEDIATE CREDIT”. All Wire transfers shall incorporate below
Text Message and a copy of Bank Wire Transfer slip shall be emailed :
ХХХ and for legal
verification and documentation
pursuant to Patriot Act/Baking regulations with One Original Contract copy to
be filed with Bank.
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REQUIRED MESSAGE
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FOR BENEFIT OF
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PAYMENT OF BENEFICIARIES/CONSULTANTS:
Each of
the above named Paymasters will be responsible for making onward payments of
agreed percentages of commission via a separate pay order to each of the named,
authorized Beneficiaries as indicated. Each Paymaster will issue the relevant
Payment Order to each of their respective authorized Beneficiaries/Consultants
subject to their specific “Consulting Fee Agreement”. All commission transfers
are to be made by wire and transferred immediately upon closing of each
transaction or transaction tranche or as soon thereafter as banking processes
allow without liens or delays of any kind whatsoever.
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, 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.
We
hereby confirm with full authority that the above terms are agreed and accepted
BY THE BUYER:
_______________________________
Signatory
Name:
Titel:
Passport
Nº:
Issuing
Country:
Issue
Date:
Expiration
Date: .
******** END OF CORPORATE AGREEMENT *********
