INDIVIDUAL ENTRY - aeroalliance.org

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DOCUMENTATION ENCLOSED

*** INDIVIDUAL ENTRY ***

DATE: January 16, 2021

TO:

RE:

AFFIDAVIT REQUESTING INFORMATION

CLIENT INFORMATION SHEET

SOURCE OF FUNDS AFFIDAVIT

LETTER OF NON-SOLICITATION & REQUEST

AUTHORIZATION TO VERIFY FUNDS

PASSPORT(S)

PROOF OF FUNDS

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AFFIDAVIT REQUESTING INFORMATION

DATE : January 16, 2021

TO :

RE :

INVESTOR TRANSACTION CODE:

Dear Sir,

I, ………………………., the undersigned, on my own behalf, do hereby affirm that I have requested specific

information about Private Placement Opportunities and or the Participation in Investment Programs. The

confidential information presented, received, and learned is not for the solicitation of assets/funds, nor is it an

offering of any kind, but is for my general knowledge. I confirm that I have requested the information of my

own free will and choice, and further confirm that no party has solicited me in any way. I hereby agree to keep

all information received from you strictly confidential, private, and proprietary, and that I will not disclose it to

any other third party.

I, ………………………., further affirm that any funds or assets I decide to place are done so at my own

specific initiative, risk, and authorization with full consideration and without duress. I further affirm that the

information received is intended solely for my PRIVATE & CONFIDENTIAL USE ONLY. I am a

sophisticated investor by all definitions of that classification known to me; I make my own investment

decisions, and have legally acquired assets available. I, hereby reaffirm, under penalty of perjury that I have

requested information from you and your organization and that you have not solicited me in any manner.

I, ………………………., understand that the contemplated transaction is strictly one of Private Placement and

is in no way relying upon existing regulations in relation to the United States Securities Act of 1933 as

amended, or related regulations, and does not involve the buy and sell of securities. I further declare that I am

not a licensed securities broker or government employee and understand that neither are you or your

organization. I mutually agree that this Private Placement Transaction is exempt from the securities act.

I………………………., understand and agree that the ICC NON-DISCLOSURE and NON-

CIRCUMVENTION rules apply to this affidavit and business relationship, and hereby agree to the current

application standards of the International Chamber of Commerce, Paris, France which rules are made a part

hereof by this reference.

I, ………………………., under penalty of perjury, with full individual responsibility, hereby irrevocably,

confirm that neither myself, nor anyone else associated with my organization, my corporation, or the individual

investor are working for any Agencies of any Government. I further state under penalty of perjury that I am not

involved in any Government entrapment operation.

I, …………………………, under penalty of perjury, with full individual responsibility, hereby irrevocably, confirm that neither myself, nor anyone else associated with my organization or corporation have been

convicted of a felony, either within the United States or anywhere in the world where that crime would be

considered equal to a US felony. To the best of my knowledge I am not nor are any of my associates considered

to be terrorists or on any watch list with the United States Department of Homeland Security.

I, ……………………….., agree that all email and facsimile transmitted documents shall be treated as original

documents. I further agree that in all cases where plural might apply where singular tense is used it is so

applied.

I, ……………………….., hereby swear under penalty of perjury, that the information provided herein is

accurate and true as of this date: January 16, 2021

For and on behalf of ………………………………

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CLIENT INFORMATION SHEET (Part 1)

Directions: This document must be completed in full. If a line item does not pertain then insert the term: “N/A”

PERSONAL INFORMATION

First Name :

Middle Name :

Last Name :

Gender :

Date of Birth :

Social Security Number :

Country of Citizenship :

Passport Number :

Date of Issue :

Date of Expiry :

Issuing Authority :

Home Street Address :

City :

State :

Country :

Postal Code :

Telephone Number :

Fax Number :

Mobile Number :

Email Address :

Home Street Address :

City :

State :

Country :

LANGUAGES / TRANSLATOR

Languages :

Does the Signatory speak English? :

If No, Name of Translator :

Tel Number :

Email Address :

CLIENT INFORMATION SHEET (P art 2)

LEGAL ADVISOR

Full Name :

Company :

Address :

City :

State :

Country :

Postal Code :

Telephone Number :

Fax Number :

Email Address :

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CLIENT INFORMATION SHEET (P art 3)

BANK INFORMATION * Please attach copy of account statement from bank

Bank Name (where funds are currently

on deposit):

:

Street Address: :

City: :

State: :

Country: :

Postal Code: :

Account Name: :

Account Number: :

Sort Code ABA No.: :

SWIFT Code: :

Account Signatory (1): :

Account Signatory (2): :

Bank Officer # 1 Name: :

Bank Officer # 2 Name: :

Bank Officer Email: :

Telephone Number: :

Fax Number: :

CLIENT ACCOUNT WHERE PROFITS TO BE PAID

Bank Name: :

Street Address: :

City: :

State: :

Country: :

Postal Code: :

Account Name: :

Account Number: :

Sort Code ABA No.: :

SWIFT Code: :

Bank Officer Name: :

Telephone Number: :

Fax Number: :

CLIENT INFORMATION SHEET (Part 4)

Investment :

Funds available for this transaction: :

Type of currency: :

Origin of funds/assets: :

Are these funds free and clear of all liens,

encumbrances and third party interests:

:

I, …………………………., hereby swear under penalty of perjury, that the information provided herein is accurate and true as of this date: January 16, 2021

For and on behalf of ………………………

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SOURCE OF FUNDS AFFIDAVIT (Part1)


TO :

RE :


Dear Sir,

I, ……………………, bearing ……………. Passport No. ……………., duly authorized do solemnly

swear/attest the following statements to be true.

I, …………………….., declare under penalty of perjury and with full personal and legal

responsibility under the International Court of Law that I legally hold the asset/sum of

……………………………… and it is deposited in Account No ……………….. at

……………………………., located at ………………………………………………………….

I further declare these funds/assets are current and valid currency lawfully obtained and constitute

clean, cleared funds of legitimate, non-criminal, commercial origin. There are no liens, contractual

obligations or encumbrances of any kind against these funds.

I have full and complete, legal ownership of, and the unrestricted right and authority to pledge or

otherwise utilize these assets/funds. The assets/funds are ready for transfer via………………… bank

to bank or release upon my instruction.

These funds are authentic and verifiable. I am not aware of any matter which could or might cause the

non-validation of these funds and I hereby indemnify the Program Manager and/or assignees,

intermediaries, or other parties involved, against any claims, demands, civil and/or criminal in nature,

and liabilities, damages, or expenses including without limitation any attorney’s fees which may arise,

whether in whole or in part, caused by reason of reliance upon this sworn declaration.

E-mail, facsimile copies or photocopies of documents or agreements pertaining to this subject are

declared and regarded as valid and equal to the original, provided they are represented by proper

signatories. Originals may be obtained upon request.

SOURCE OF FUNDS AFFIDAVIT (Part1)

I, ……………………………….., hereby swear under penalty of perjury, that the information

provided herein is accurate and true as of this date: January 16, 2021

For and on behalf of ………………………………

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LETTER OF NON-SOLICITATION & REQUEST


TO :

RE :


Dear Sir,

I, …………………………, the undersigned, hereby confirm that I have requested of you and your

organization specific confidential information and documentation on behalf of ourselves. I hereby

declare that I am fully aware of the information received from you is in direct response to my 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. I hereby affirm under penalty of perjury that

you have not solicited in any way. I understand that the contemplated transaction is strictly one of

private placement, and is in no way relying on or related to the United States Securities Act of 1933,

as amended or related regulations, and does not involve the sale of securities. That affiant makes this

affidavit knowing that the recipients will rely on the contents hereof, and agrees to indemnify and

hold-harmless all recipients and all other parties -- including intermediaries -- against any and all

claims resulting from any applicant misrepresentation of a material fact or any loss of asset value or

any act (legal or not) of a bank or other financial institution, governing authority or agency, the

Federal Reserve or an official or other insider of any such entity. Further, I hereby declare we are not

licensed brokers or government employees, and understand that neither are you or your organization.

We mutually agree that this private placement transaction is exempt from the Securities Act, and not

intended for the general public, and all materials are for private use only.

For and on behalf of ………………………..

Signature

:

_________________________

Name / Title :

Passport Number :

Date of Issue :

Date of Expiry :

Country of Issuance :

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AUTHORIZATION TO VERIFY FUNDS


TO :

RE :


Know all men, by these that I, ……………………………, at the address shown above, give you clear

notice that you have my direct permission and full authority to do all matters necessary to confirm,

verify, and authenticate my beneficially owned cash funds/assets and/or application asset(s) and its

associated good standing account status, in an amount of ……………………… on a bank to bank

basis. The below stated beneficially owned asset/account is of good, clean, and cleared cash funds

obtained via legal means, and is currently available at the bank coordinates below:

CASH AMOUNT/ ASSET :

BANK NAME :

BANK ADDRESS :

ACCOUNT NAME :

ACCOUNT NUMBER :

ACCOUNT SIGNATORY :

BANK OFFICER & TITLE :

BANK OFFICER EMAIL :

COPY OF THIS AUTHORIZATION WILL BE LODGED AND PRESENTED TO MY BANK OFFICER.

In witness hereof I, …………………………, hereby swear under penalty of perjury, that the

information provided herein is accurate and true as of this date: January 16, 2021

For and on behalf of ………………………….

Signature

:

_________________________

Name / Title :

Passport Number :

Date of Issue :

Date of Expiry :

Country of Issuance :

PROOF OF FUNDS

C U R R E N T B A N K S T A T E M E N T O R B C L

CURRENT BANK STATEMENT OR RECENT FIVE (5) DAYS TEAR SHEET IS THE REQUESTED

ACCEPTABLE PROOF OF FUNDS. BCL, BANK LETTERS SIGNED BY BANK OFFICER(S),

CERTIFICATE OF ACCOUNT OR CONFIRMATION OF FUNDS MAY BE INCLUDED AS

SUPPLEMENTAL BANKING. KINDLY INCLUDE UN‐SANITIZED CURRENT BANK STATEMENT OR

TEAR SHEET WITH YOUR SUBMISSION. IN THE CASE OF FINANCIAL INSTRUMENTS, TRANSMIT

HIGH-QUALITY, COLOR SCANS OF REAL DOCUMENTS FRONT AND BACK. THANK YOU.

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APPLICATION

TO WHOME IT MAY CONCERN Dear Madam or Sir, __________companie’s name, reg.nmbr, legal adress___________________ type of activity___________________________________________________ We would like to present to Your attention a project _____________________ The project consists of: Narrative executive model due to _____________ Financial plan _________________ Feasibility Study ___________________ Our request is the following: Please find in attachment: 1. Feasibility study 2. Project Executive summary. 3. Financial plan. 4. Additional documents due to project check list Annexes 5. Corporate rights documents 6. Project concordance with the local municipal authorities

Best regards, _________ signature, name, date, place

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NON CIRCUMVENTION AND NON DISCLOSURE AGREEMENT

1. This agreement is to confirm that each of the named parties whether separately and/or individually, and their associates, hereby agree that he/she or his/her corporation, joint ventures, limited or general partnerships, divisions, subsidiaries, employees, agents or consultants will not make contact with, deal with or

otherwise be involved in any transaction, banking or lending institutions, trust corporations or individuals, lenders or borrowers, buyers or sellers, or any other party introduced by another of the parties, without written permission of the introducing party. This Agreement is also effective for the parties’ heirs, assigns and

assignees. 2. By signatures and execution of this Agreement, each of the named signatories agree that any corporation, organization, firm, company or individual in which the signatory is a principal or partner, or for which the

signatory is an agent, officer, or employee is bound by this Agreement. 3. This agreement is a perpetuating guarantee for Five (5) years from the date of this Agreement and is to be

applied to any and all transactions, present and future, of the introducing parties, including subsequent follow-up, repeat, extended, renegotiated and new transactions, as well as initial transactions, regardless of the success of the project. The parties hereby acknowledge, accept, and agree that the identities of the banks, lending institutions, corporations, individuals and/or trusts, lenders or borrowers, buyers or sellers, or any other

introduced party are currently the property of the introducing party and shall remain so for the duration of the Agreement. 4. It is understood that, by reason of this Agreement, the partie s involved in this transaction may learn from

one another, or from the principles, the names, addresses and telephone numbers of investors, borrowers, lenders, agents, brokers or others, all hereinafter referred to as contacts.

5. It is understood and agreed that each party named in the Agreement agrees to keep confidential the names of any contacts introduced by the other parties, unless prior written permission is given by said party. Such confidentiality shall include any names addresses, telephone/telex/facsimile/email numbers, and other information disclosed or obtained by any party.

6. It is understood and agreed that the contacts of each party hereto are and shall be recognized by the other parties as exclusive and valuable contacts, and that the parties will not negotiate or participate in any

transaction with any of revealed contacts, without first entering into a written agreement with the party who provided such contact. 7. In the event of circumvention by any parties covered by this Agreement, it is agreed and guaranteed that a

legal monetary penalty, equal to the maximum profit or fee the circumvented party should have realized in such transaction, will be paid by the person or persons engaged in that circumvention. In the event that any legal proceeding is commenced to interpret or enforce the terms of this Agreement, in addition to the

abovementioned, the prevailing party shall be entitled to recover costs and reasonable attorney’s fees. 8. All disputes in connection with the present Agreement shall finally be settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance

with those rules.

Declaration: I hereby swear under penalty of perjury, that the information provided is both true and accurate. I

am in control of the assets stated above, and have signatory authority on the aforementioned bank account and

have full authority to execute all contracts and agreements relating to pleading the assets for a loan. All monies

engaged in this transaction are derived from non-criminal origin; and, are good, clean and cleared. The origin of

funds with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.

Signed by___________________

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Documentation check list

1. Brief description of every project sponsor: Company history, establishment date, legal form, ownership, subsidiaries, core activities, total assets

2. Annual reports of the past three years for every project sponsor; additional requirements in the case of

project finance for activities in existing plants: detailed structured data for the past three years and budgets for the next five

years on revenues (including a breakdown of export versus domestic foreign currency revenues, if any, for non-convertible

currencies; revenue mix by customer, country, and product) and expenses (in detail; in the case of non- convertible

currencies these may be grouped separately)

3. Summary of the project concerned, including name, location, purpose, organisational form, ownership, equity,

security structure, status of licenses/approvals, local partners, marketing and distribution, financing (see attached Project

Description form )

4. Brief characterisation of the role of the host country. For projects with currencies that are not completely

freely convertible: description of the measures to avoid transfer risk (e.g. escrow account)

5. Schematic representation of the contract structure and the significant existing or intended contractual

relationships and security

6. List of references of the general contractor and/or most important suppliers as far as known; list of

references of comparable projects to document the proven technological feasibility and the experience in the host

country and continent

7. Information on operator/management company: company history, ownership, core activities, list of

references, documentation of relevant experience in industry and host country

8. Independent feasibility study reporting on the project’s economic and financial viability and political and

environmental acceptability; information on the level of expertise of the experts used (in terms of subject area and

geographic region; e.g. list of references)

9. Environmental and social impact assessment (ESIA); in line with local and international standards

10. The following information, if not already included in the feasibility study or in the environmental and social

impact assessment:

a) Technical description, flow sheet, layout

b) Detailed derivation of estimated operating costs (price and quantity details)

c) Procurement situation for raw materials and supplies, including corresponding contract

documents

d) Description of the management, training of staff, staff costs and qualifications

e) Report on environmental and social aspects

f) Discussion of the amounts and appropriateness of the investment value and the risks regarding

time and cost overruns

g) Timetable for construction and commissioning, milestones

h) Market information on the project’s products/services, including the price and volume trends for the

past 5 to 10 years; competitive situation, current and future supply and demand situation; forecast, identification and

geographic location of main customers; marketing and logistics strategy; description of the planned marketing activities and

marketing agreements/off-take agreements (e.g. take-or-pay agreements)

i) Detailed project costs, broken down by main categories of the key construction and

commissioning cost items, interest over construction period, financing of working capital

j) Projected procurement of funds, including s ource, amount, currency, time of input

k) Cash flow projection over the repayment term of the requested export-credit-insured loan

(including sensitivity analysis: a realistic base scenario, an optimistic and a pessimistic scenario); explanation of how

any cash deficits will be covered

Derivation and assumptions of the cash flow projection, including basis for sales quantity and prices, operating and

administrative expenses, depreciation, amortisation and impairment losses, taxes, inflation, exchange rate movement

Client’s letterhead

APPLICANT INITIALS ___________ PAGE 11 OF 19

Description of your project

1. Project name

Location/country

2. Subject of the project

3. Production capacity

4. Contact person

5. Project memorandum

Date, author

6. Feasibility study

Date, author

7. Environmental and social impact assessment (ESIA)

Date, author

8. Financial adviser

Name, address

Consulting engineer

Name, address

Supplier(s)

Total project value (EUR 00‘000‘000)

Own portion of the total project value (EUR 00‘0000‘000)

Foreign portion of the total project value incl. local costs for the own goods or services to be delivered (XX%)

9. Requested amount of cover (EUR 00‘000‘000) Type of guarantee financial insurance certificate

10. Securities offered

11. Operator

Name Ownership

Brief description of owner(s) Capital

Qualifications

12. Management

Company, name of manager Qualifications / references

13. Marketing of products Company Qualifications

Quantities, prices, contract terms

14. Details on equity

Time and form of contribution Amount

15. Use of funds/financing requirements (EUR 00‘000‘000 )

Project development

Deliveries of goods

Performance of services

Construction, land development

Assembly

Interest on building finance, financing costs

Taxes

Reserve

Working capital

16. Procurement of funds/amount, source (EUR ‘000)

Equity (see item 17)

Shareholder loans

Local financing

Market financing

International financial institutions (e.g. IFC, EBRD, ADB)

State-supported export loans



- ON BANK’S LETTERHEAD -

ADDRESSED TO THE BANKS CUSTOMER

BANK CONFIRMATION LETTER Date: _____, To: CUSTOMER/A/C-Holder Re.: Bank Confirmation Letter of Capability/Comfort Letter Transaction Code : ……………… Customers Code (If ) : …………….. Please accept this Letter as a confirmation that (Name and Address of Bank) currently cash funds /or activated, enabled Credit-Line about _____ Million US Dollars /EUROS (US$/EUROs 000,000,000.00) in account name of (Name of Client) with account number (Account Number) still available and freely transferable by Mr. (Name of Signatory) He is the signatory on this account. Bank Name: Bank Address: Account Name: Account Number: Swift Code: IBAN Number: Account Signatory: Bank Telephone No: Bank E-MAIL: Bank Officer (PIN): Further, we confirm that the cash funds/or Credit-Line are good, clean, and non-criminal origin, and are unencumbered and freely transferable and we are ready, willing and able, submitting conditional payment instrument via MT-799 Payment Undertaking ICBPU in favour for our client contractual partners bank-account. The funds can be verified on a Bank-to-Bank basis. Sincerely, _____________ ________________ (Bank Officer Name) (Bank Officer Name) Bank Officer (Code) Bank Officer (Code) PIN PIN



DEED OF AGREEMENT

BANK GUARANTEE (BG) AND STANDBY LETTER OF CREDIT (SBLC) APPLICATION FORM

NOTE: This Application Form is only for BG / SBLC applications for amounts over 100Million USD/EURO. APPLICANT NAME: COMPANY NAME: DATE OF BIRTH: NATIONALITY: PASSPORT NUMBER: BANK INSTRUMENT TYPE: BG - SBCL FACE VALUE CURRENCY: EUR - USD AMOUNT: LEASE PRICE: 8% + 3%



BRIEF PURPOSE OF THE INSTRUMENT: WHEREAS. The RECEIVER desires to lease BG/SBLC from the PROVIDER. The PROVIDER confirms with full corporate and legal responsibility that Cash Assets are available to get their select banks to issue the desired BG / SBLC. The RECEIVER also confirms with full corporate and legal responsibility that funds are available to fulfil the requirements for the leasing of this instrument and RECEIVER further confirms to cooperate with the PROVIDER. The PROVIDER desires to sell, transfer and assign all rights title and interest of the BG / SBLC available to the RECEIVER. PROVIDER represents and warrants that it has the ability and resources to arrange directly, through associates, contacts and sources, with full corporate responsibility, financial instruments per the terms of assignments to be provided to RECEIVER. PROVIDER hereby declares under penalty of perjury that the BG / SBLC will be cash backed by funds that are good, clean, clear, and free of non-criminal origin, the BG / SBLC will be free and clear of all liens, encumbrances and third party interests. NOW THEREFORE, the RECEIVER has agreed to Lease the BG / SBLC at total of 8% of Face Value plus brokers fees (3%) for the instruments requested and PROVIDER has agreed to issue BG / SBLC for LEASE and both Parties hereby agree to the following:

1. Instrument Type FC BG / SBLC (STANDARD ICC FORMAT)

2. Total Face Value AMOUNTS IN EITHER – USD / EURO:

3. First Tranche € XXX,000,000 – (XXX HUNDRED MILLION USD / EURO)

4. Issuing Bank HSBC/ BARCLAYS / DEUTSCHE BANK AG / other World Top 25 banks.

5. Lease Fee 8% of Full Face Value + 3% brokers commission

6. Procedure BCL / MT799-Pre-advice / MT799-BPU / MT760.

7. Payment BY MT103 Wire Transfer

8. Hard Copy Bonded Courier within 7 banking days.



PROCEDURES: 1. Receiver sends a signed DOA Application to the Provider, Client Information

Sheet (CIS), Passport copy, Bank Comfort Letter (BCL) and Irrevocable Master Fee Protection Agreement (IMFPA).

2. Provider and Receiver sign the Deed of Agreement, which thereby

automatically becomes a full recourse commercial contract after the Provider has accepted Receiver’s application.

4. Within Two banking days, Provider’s Bank contact Receiver’s Bank to confirm

BCL and upon satisfactory confirmation, Provider’s Bank issues SWIFT MT799 Pre-Advice to Receiver’s Bank. (Provider sends copy of the MT-799 Pre-Advice to the Receiver within one banking day for tracking).

3. Within Two Banking days Receiver’s Bank confirms receipt and verifies the

MT799 Pre-Advice and issue MT799/BPU (Bank Payment Undertaking) to Provider’s Bank. (Receiver sends copy of the MT-799/BPU to the Provider within one banking day for tracking).

4. Within Two Banking days post successful verification of the MT799/BPU,

Provider’s Bank instruct the issuing bank to issue and deliver the SBLC by MT760

5. The Receiver’s Bank receives, confirms and verifies the MT760 (BG / SBLC);

the Receiver then pays within Five Banking days the Lease Fee to Provider’s nominated account plus 3% commission fees to agent / brokers. (Should Receiver default to pay the fees to the Provider and the Intermediaries fees as agreed on this DOA within allowed number of days after receipt of Swift MT-760, Provider shall instruct the issuing bank to put a claim on the SBLC thereby forcing the Receiver's Bank to return the swift MT760 (BG / SBLC) to the issuing Bank.)

6. Within Five banking days after receiving all fees, Hard Copy will be sent to

Receiver bank by bank-bonded courier. 7. This Deed of Agreement is a full recourse commercial commitment governed

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

SANCTIONS (NON PERFORMANCE)



After this contract is signed by both Sender and Receiver, 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 1% of the contract to the suffering Party. UNAUTHORIZED BANK COMMUNICATION: Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose bank is to be contacted. Any unauthorized calls by any party or its representative agents / brokers / lawyers to probes or communication in an improper way or ways indicative of direct or indirect solicitation to bank(s) in this transaction shall be prohibited and result to contract terminated. 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 NON-SOLICITATION The RECEIVER hereby confirms and declares that the PROVIDER, her associates or representatives or any person or persons on its behalf has/have never ever solicited the RECEIVER, her shareholders or associates or representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future transactions. FORCE MAJEURE Any delay in or failure of performance by either party of their respective obligations under this agreement shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or failures in performance are caused by events or circumstance beyond the control of such party. The term “Beyond the Control of Such Party“ Include Lawful order of Government or Authority, Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy. ARBITRATION All disputes and questions whatsoever which arises between the parties to this agreement and touching on this agreement on the construction or application thereof or any account cost, liability to be made 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, wri tten 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 it enforce any of the terms of this agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.



APPENDIX “A”

SAMPLE SWIFT MT-799 (Receiver may change to their bank verbiage)

FROM: TO: TRANSACTION CODE: REFERENCE CODE: WE, (ISSUING BANK NAME & ADDRESS), REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF OF OUR CLIENT _____________, WITH ACCOUNT NUMBER: _________ THAT WE ARE READY, WILLING AND ABLE TO ISSUE BANK GUARANTEE (ICC 758 FORMAT) / STANDBY LETTER OF CREDIT (ICC 600 FORMAT) AMOUNTING TO _____ MILLION USD/EUROS ($/€__,000,000.00), AND THE FIRST TRANCHE WILL BE IN THE FACE AMOUNT OF ____ HUNDRED MILLION USD/EUROS ($/€_00,000,000.00), ALL FOR THE BENEFIT OF ____________, WITH ACCOUNT NUMBER: __________. THERE WILL BE NO LIENS AND ENCUMBRANCES ON THESE INSTRUMENTS WHICH SHALL BE DELIVERED AND AVAILED VIA SWIFT MT760 AND EXACT BANK GUARANTEE / STANDBY LETTER OF CREDIT.

FOR AND ON BEHALF OF (NAME AND ADDRESS OF THE ISSUING BANK) ___________________ ___________________ BANK OFFICER #1 BANK OFFICER #2 NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE



APPENDIX “B”

SAMPLE SWIFT MT-799 OF BANK PAYMENT UNDERTAKING (BPU)

(Receiver may change to their bank verbiage)

FROM: TO:

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 ___________

ACCOUNT NUMBER _________, IN THE AMOUNT OF EURO ______ MILLION (€

___,000,000.00) FOR THE INVESTMENT OF OUR CLIENT ____________________.

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 GUARANTEE / STANDBY LETTER OF CREDIT

CURRENCY: USD / EURO

ISSUING BANK: XXXXXX

FACE VALUE: XXX,000,000.00

THIS IRREVOCABLE, CONDITIONAL, ASSIGNABLE, TRANSFERABLE AND

CALLABLE BANK PAY ORDER IS VALID FOR XXXXX (XXXX) INTERNATIONAL

BANKING DAYS FROM _____ DAY OF _______, AND UNTIL _____ DAY OF _____,

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM

COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS.

___________________ ___________________ BANK OFFICER #1 BANK OFFICER #2 NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE



APPENDIX “D”

SAMPLE SWIFT MT-760 (Receiver may change to their bank verbiage)

FROM: TO: TRANSACTION CODE:

BG/SBLC NO:

CURRENCY:

AMOUNT:

ISSUING DATE:

MATURITY DATE:

FOR THE VALUE RECEIVED, WE <NAME & ADDRESS OF BG / SBLC

ISSUING BANK>, HEREBY IRREVOCABLY AND UNCONDITIONALLY,

WITHOUT PROTEST OR NOTIFICATION PROMISE AND GUARANTEE TO

PAY ON TIME, IN FULL AND WITHOUT DELAY, AGAINST THIS BG /SBLC IN

FAVOUR OF <CLIENT’S NAME> , THE BEARER OR HOLDER THEREOF, AT

MATURITY THE OF 00,000,000.00 (AMOUNT IN WORD) IN THE LAWFUL

CURRENCY OF THE UNITED STATES OF AMERICA OR EUROPEAN UNION

SUCH PAYMENT WILL BE UPON PRESENTATION AND SURRENDER OF

THIS BG /SBLCAT THE OFFICE OF <NAME OF BG /SBLC ISSUING BANK>

WITHOUT SETOFF AND FREE AND CLEAR OF ANY DEDUCTIONS,

CHARGES, FEE OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER

IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE

GOVERNMENT OF THE ISSUING OR PAYING BANK OR ANY POLITICAL

SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS BG /SBLC SHALL BE GOVERNED AND BE CONSTRUED IN

ACCORDANCE WITH THE UNIFORM RULES FOR DEMAND GUARANTEE

(URDG), AS SET FORTH BY THE INTERNATIONAL CHAMBER OF

COMMERCE, PARIS, FRANCE ICC PUBLICATION #758-600.

THIS BG / SBLC IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE

WITHOUT PRESENTATION TO US.

BANK OFFICER #1 BANK OFFICER #2

NAME/PIN/TITLE NAME/PIN/TITLE

Date post:	17-Jan-2023
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