INSTRUMENT
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:
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MEDIUM TERM NOTE (MTN), CASH
BACKED, ICC 458 OR 758 FORMAT
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TYPE
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:
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OPERATIVE, IRREVOCABLE, ASSIGNABLE AND
CONFIRMED
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TERM
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:
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TEN YEARS
YEAR AND ONE DAY
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INTEREST
RATE
ISSUING BANK
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:
:
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7.5% ANNUALLY
DEUTSCHE,
BARCLAYS, HSBC, RBS, CREDIT SUISSE OR OTHER S&P
RATED AAA WEB
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CONTRACT AMOUNT
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:
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MINIMUM 500M
UP TO EUR 50B, WITH ROLLS AND EXTENSIONS
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FIRST TRANCHE
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:
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EUR 500M
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ADDITIONAL TRANCHES
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:
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AS AGREED BY
BOTH PARTIES (REFER TO PROPOSED TRANCHE SCHEDULE)
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CURRENCY
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:
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EUR
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FUNDING RATE
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:
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30% + 2% COMMISSION (1% open starts with ME)
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PAYMENT
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:
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SWIFT FEE OR POF MT799
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DELIVERY MODE
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:
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SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER
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1
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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.
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2
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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.
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3
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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
____________________ _____________________
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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).
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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.
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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.
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7 ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED
BY BOTH PARTIES, UNTIL COLLATERAL OR FUNDS BECOME
EXHAUSTED.
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