Bank Instruments: Fresh Cut MTN at 30+2

INSTRUMENT	:	MEDIUM TERM NOTE (MTN), CASH BACKED, ICC 458 OR 758 FORMAT
TYPE	:	OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
TERM	:	TEN YEARS YEAR AND ONE DAY
INTEREST RATE ISSUING BANK	: :	7.5% ANNUALLY DEUTSCHE, BARCLAYS, HSBC, RBS, CREDIT SUISSE OR OTHER S&P RATED AAA WEB
CONTRACT AMOUNT	:	MINIMUM 500M UP TO EUR 50B, WITH ROLLS AND EXTENSIONS
FIRST TRANCHE	:	EUR 500M
ADDITIONAL TRANCHES	:	AS AGREED BY BOTH PARTIES (REFER TO PROPOSED TRANCHE SCHEDULE)
CURRENCY	:	EUR
FUNDING RATE	:	30% + 2% COMMISSION (1% open starts with ME)
PAYMENT	:	SWIFT FEE OR POF MT799
DELIVERY MODE	:	SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER

1	0PARTY B SUBMITS TO PARTY A THIS SIGNED AGREEMENT, TOGETHER WITH CLIENT INFORMATION SHEET, CORPORATE BOARD RESOLUTION, NON-SOLICITATION LETTER, SIGNATORY'S PASSPORT COPY, CORPORATE REGISTRATION AND THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND PAY ORDER.
2	AFTER COMPLETED DUE DILIGENCE, PARTY A COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO PARTY B, ALONG WITH PARTY A’S FULL BANKING COORDINATES TO THE PARTY B TO TRANSFER THE AGREED BANK SWIFT TRANSMISSION CHARGES  TO  PARTY A’S DESIGNATED RECEIVING ACCOUNT OR SEND POF VIA MT799 OF 30% FACE VALUE, AND THE SIGNATORY’S PASSPORT COPY. BOTH PARTIES SHALL LODGE THIS AGREEMENT WITH THEIR RESPECTIVE BANKS. ALSO, PARTY A WILL ISSUE AN INDEMNITY REFUNDABLE & UNDERTAKING LETTER. TO THE PARTY B TO GUARANTEE THE DELIVERY OF FC BG OR RETURN THE SWIFT FEE TO THE BUYER.
3	WITHIN TWO (2) BANKING DAYS UPON RECEIVED PARTY A’S COUNTER SIGNED LOI WITH INDEMNITY REFUNDABLE & UNDERTAKING LETTER AND BANKING COORDINATES, PARTY B WILL REMIT AGREED BANK SWIFT TRANSMISSION CHARGES OR POF VIA MT799 OF 30% FACE VALUE TO PARTY A’S DESIGNATED RECEIVING ACCOUNT. (PARTY B SHALL PROVIDE A COPY OF REMITTED RECEIPT TO PARTY A FOR TRACING). POF MT799 WILL HAVE A FOLLOWING FORMAT: APPENDIX A  WE, BANK   LOCATED AT ……………., CONTRACT NO.  ----HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT OUR CLIENT ……………..HAS ON DEPOSIT WITH OUR BANK UNDER THEIR SOLE AUTHORITY AND SIGNATURE IN ACCOUNT No………….   FUNDS TOTALLING THE SUM OF …………… MILLION      EUROS (€ ……….,000,000.00);  THESE FUNDS ARE CLEAN, CLEARED, OF NON-CRIMINAL ORIGIN AND ARE FREE OF ANY LIENS AND ENCUMBRANCES AND ARE AVAILABLE TO THE CLIENT WITHOUT ANY RESTRICTIONS. FURTHER THIS LETTER CONFIRMS THAT WE HAVE PLACED AN ADMINISTRATIVE BLOCK ON THESE FUNDS IN FAVOR OF ..................... FOR A PERIOD OF 90 DAYS, AND VERIFY THAT THE FUNDS WILL REMAIN UNENCUMBERED DURING THIS PERIOD. THIS INSTRUMENT IS VERIFIABLE & CONFIRMABLE BY RESPONSIBLE BANK INQUIRY. THESE FUNDS HAVE BEEN RESERVED AND BLOCKED FOR THE SOLE AND EXCLUSIVE BENEFIT OF ........... WITH ACCOUNT NUMBER………., THIS MT799 BLOCKED FUND IS IRREVOCABLE, TRANSFERABLE AND IS SUBJECT TO THE UNIFORM COMMERCIAL ICC CODE 600 AS IT PERTAINS TO SUCH BANK CREDITS INSTRUMENTS.  FOR AND ON BEHALF OF ……  BANK OFFICER NAME                                                         BANK OFFICER NAME TITLE /PIN CODE                                                                         TITLE/ PINCODE                                                                                                                                                                                                  ____________________                                                        _____________________

4 WITHIN THREE (3) BANKING DAYS AFTER RECEIVED ABOVE BANK SWIFT TRANSMISSION CHARGES OR POF VIA MT799 OF 30% FACE VALUE, PARTY A SHOULD INSTRUCT ITS ISSUING BANK TO SEND TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT WITH FULL BANK RESPONSIBILITY, DELIVERY OF FC BG BY SWIFT MT-760 (PARTY A SHALL PROVIDE A COPY OF SAID MT760 TO PARTY B FOR TRACING).

5 WITHIN THREE (3) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT760, PARTY B’S PAYING BANK SHALL RELEASE THE AGREED FUNDS TO PARTY A’S DESIGNATED ACCOUNT VIA UNCONDITIONAL MT103 PAYMENT, AND SIMULTANEOUSLY PARTY B PAYS THE CONSULTING FEES PER EACH TRANCHE TO THE CONSULTANTS AS PER THE RELEVANT IRREVOCABLE MASTER FEE PROTECTION AGREEMENT & IRREVOCABLE CORPORATE PAYMENT ORDER.

6 WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENT, PARTY A’S BANK SHALL SEND THE BG HARD COPY ORIGINAL TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT BY BANK BONDED COURIER.

7 ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY BOTH PARTIES, UNTIL COLLATERAL OR FUNDS BECOME EXHAUSTED.