Description

BANK INSTRUMENT DESCRIPTION:

Instrument Type:  Bank Guarantee (BG) CASH-BACKED Format ICC **8, **0

Term:  One (1) year and one (1) day

Age:  New Issue/Slightly Seasoned

Issuing Bank:  Deutsche Bank and/or other Banks with an S & P rating of ‘AA’ or better

Interest Rate:  Zero percent (0%)

Price:  Sixty Percent (*0%) New Issue *2% fees

Currency:  USD

Contract amount:  USD x Billion with rolls and extensions

First Transaction:  USD **0M or more by request.

Consultant Fees:  Two Percent (2%) of Face Value, One Percent (1%) to the buy side and (1%) to the

sell side.

Transaction mode:  Pre-Advice First (Conditional MT***3 or MT***9 ICBPO).

Delivery:  By Swift MT***0 to Buyer’s bank with Hard Copy to follow after 7 days.

Payment: SWIFT Wire Transfer MT***3.

CLOSING PROCEDURES:

1. The “Buyer” issues and delivers a fully signed LOI, hereinafter referred to as

the “Agreement” with full banking details along with the following documents;

Client’s Information Sheet,  Non-Solicitation Letter, Profit Protection

Agreement (PPA) covering all identified intermediaries and a clear color copy

of the “Buyer’s” Signatory’s passport with a Certificate of Incorporation in

good standing (if applicable).  The “Agreement” will then  be assigned a

transaction code by the “Seller,” hereafter referred to as the “Transaction

Code” which will be incorporated into the “Final Agreement” after the

“Buyer” has been approved by the “Seller.” After the “Buyer” has been

approved by the “Seller” the “Transaction Code,” will be annexed to the “Final

Agreement” for future references.

2. The “Seller” and “Buyer” are hereafter referred to as the “Parties.” The

“Buyer” shall provide the “Seller” with a copy of the exact verbiage to be

incorporated into the Bank Guarantee[s] (BG) that will be attached to this

“Agreement” as Appendix (E)” and incorporated into the “Final Agreement”

signed by the “Parties.” (The Buyer shall provide and/or approve Appendix

E) The “Buyer” will show evidence that they have agreed upon the price and

procedures contained in the “Agreement” by executing, signing and initialing

the “Agreement” and by signing the Profit Protection Agreement, (Appendix F)

hereafter referred to as the (PPA), which becomes legally annexed to the

“Agreement” and the “Final Agreement” when signed by the “Parties.”

3. After the “Agreement” has been signed by the “Buyer” the “Agreement” will

be sent to the “Seller” for approval; if approved the “Agreement” will be

signed by the “Seller” and the “Final Agreement” will be issued to the “Buyer”

and the “Transaction Code” will be annexed to the “Final Agreement” and

shall be lodged with the “Buyer’s” bank, hereafter referred to as the

“Receiving Bank” and shall be lodged with the “Seller’s” bank, hereafter

referred to as the “Sending Bank.”

4. Within *2 hours after the “Final Agreement” has been signed by the “Parties”

the “Buyer”  will instruct the “Receiving Bank” to send the exact verbiage

contained in the Bank Guarantee[s] (BG) to the “Sending Bank” by swift MT-

**9 requesting if the verbiage (See Appendix E) is acceptable and stating that

the “Receiving Bank” is RWA, ready, willing and able to proceed according to

“Transaction Code” (XXXXXXX) annexed to the “Final Agreement” when

signed by the “Parties.” The Swift MT***9 message defined in this section (4)

is hereafter referred to as the “Buyer’s Pre-Advise.” (See Appendix A).

5. Within *2 hours after the “Buyer Pre-Advice” has been received (Appendix A)

the “Sending Bank” will respond with a Swift MT***9 message (Appendix C)

stating with full bank responsibility that they are ready to proceed with

“Transaction Code” (XXXXXXX) annexed to the “Final Agreement” and deliver

the BG[s] by MT***0 after the “Receiving Bank” sends by Swift the MT***9

ICBPO attached to this “Agreement” as Appendix (B). (See Appendix B).

6. After the “Receiving Bank” has received the Swift MT***9 message from the

“Sending Bank” (See Appendix C) approving the verbiage requested and

confirming that the “Sending Bank” is (RWA) to proceed with “Transaction

Code” (XXXXXXX) the “Receiving Bank” will send by Swift the MT***9 ICBPO to

the “Sending Bank” stating that the “Buyer’s” funds have been blocked by the

“Receiving Bank” for the purposes of irrevocable paying for the BG[s] after the

MT***0 has been verified and authenticated by the “Receiving Bank.” See

Appendix (B).

7. After the Swift MT***9 ICBPO has been received (Appendix B) the “Sending

Bank” shall verify and authenticate the MT***9 ICBPO and send the BG[s] to

the “Receiving Bank” by MT***0 SWIFT for confirmation and verification. See

Appendix (D).

8. Within 4 (four) hours after the MT***0 has been verified and authenticated by

the “Receiving Bank” (See Appendix D) the conditional block shall be removed

and full payment will be sent to the “Sending Bank” by MT***3 in harmony

with the terms of the “Final Agreement” signed by the “Parties.”

9. Within 7 (seven) international banking days after confirmation of receipt of

payment, the “Seller” will deliver the BG[s] to the “Buyer\'s” designed bank by bank bonded courier