LETTER HEAD AGREEMENT TO PURCHASE Date: Transaction Code: Buyer’s Code: Seller’s Code: TO: I, __________ _____ ________ _____, __, holdin holding g _____ _____ passp passport ort number number ______ _________ ___,, hereby hereby confi confirm, rm, with with full full authority and legal responsibility under penalty of perjury, that we are ready, willing and able to purchase your TIME DEMAND DRAFT ) for sum amount of USD60,000,000 USD60,000,000 (Sixty Million USDs) with a first tranche of €10,000,000 (TEN Million Million ), with poss possib ible le roll rolls s and and exte extens nsio ions ns,, of bank bank guar guaran ante tees es with with good good,, clea clean, n, clea cleare red, d, unencum unencumber bered, ed, legit legitima imatel tely y obtain obtained ed Euro funds funds of non-cr non-crimi iminal nal origin origin,, under under the following terms, conditions conditions and procedures: procedures: Normal non-circumvention, non-disclosure and other such ethical standards shall apply. Instrument
: TIME DEMAND DRAFT
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INSTRUMENT:
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TOTAL FACE VALUE: TOTAL CONTRACT ISSUING BANK: VALIDITY: PRICE: DELIVERY: PAYMENT: DURATION OF OF PAYMENT:
TIME DEMAND DRAFT BY MT760 WIRE SWIFT TRANSFER USD 10 WITH ROLLS AND EXTENSION UD 60 MILLION SUMITOMO MITSUI BANKING CORPOARTION ONE YEAR ONE DAY 80% PLUS 5 % COMMISSION TO AGENTS INVOLVED TIME DEMAND DRAFT BY MT760 WIRE SWIFT TRANSFER SWIFT MT103 WIRE TRANSFER PAYMENT WITHIN 48HRS AFTER OF SWIFT MT760 DELIVERY
Purcha Purchase se Forma Formatt : Collat Collatera erall First First Proce Procedur dure e with with upfront upfront MT76 MT760 0 Mode Mode of paym payment ent : SWIFT SWIFT WIRE WIRE TRANS TRANSFER FER VIA VIA MT 103 Mode Mo de of of deli delive very ry : SWIF SWIFT T WIRE WIRE TRA TRANS NSMI MISS SSIO ION N VIA VIA MT76 MT760 0
BUYER PURCHASING PROCEDURES: 1. Both party sign MoA 2. Seller sends Copy of TD + Bank Confirmation Letter of TD by Email to buyer.
BUYER’S INITIALS ____________
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++ Buyer’s name will be on TD as a Beneficiary’s name. 3. Buyer’s bank requests by MT999 seller’s bank to send Confirmation of TD. 4. Seller’s bank sends confirmation / Authentication by Swift via MT760. 5. Buyer’s bank sends Conditional ICBPO by MT-799, Payable in 10-banking days after receipt of Original TD by bank bonded courier. 6. Hard copy to buyer’s bank by bank bonded courier. 7. Buyer’s bank release payment (65%) in 10-working days after receipt of original TD + Bank confirmation letter. ++ Buyer distributes commission (total: 2%) to all intermediaries as per FPA. (9) Please check and advise. BUYER’S PAYMENT BANK (to receive the MT760 and pay the price): Bank Name Bank Address Account Name Swift/BIC Account Number Bank Officer : IBAN Number
: : : : : :
NOTE: BUYER HAS THE RIGHT TO CHANGE BANKING WITH PERIOR NOTICE.
SELLER’S BANK TO SEND MT760 AND RECEIVE THE PRICE: Bank Name Bank Address Account Name Swift/BIC Account Number Bank Officer : IBAN Number
: : : : : :
GENERAL PROVISIONS 1. The Force Majeure clause of the relevant publications of the International Chamber of Commerce, Paris, France (“ICC”) applies to this transaction. 2. This is Full Recourse Commercial Commitment Document, enforceable under the laws of the countries in which both the buyer and the seller are located and such countries’ applicable laws shall govern the performance, execution, interpretation, enforceability, validity of this Agreement and any other such matter in its regard.
BUYER’S INITIALS ____________
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There shall be no unauthorized communication to or between the Buyer’s and Seller’s banks. Any violation of this provision shall automatically void the transaction. This transaction is for the purchase of Bank Guarantees and is to be considered a private transaction. It shall not be construed or interpreted as a securities transaction as defined by the United States Securities Act of 1933/34, as amended, or as defined by the laws of any other nation or jurisdiction. Both parties confirm that each is fully empowered, legally qualified and duly authorized to execute, to deliver this document, and to be bound by its terms and conditions. All e-mail and facsimile copies of this document, when fully executed, are considered as original documents and are legally binding and enforceable. Banking co-ordinates shall be kept strictly confidential and are not to be used in any manner whatsoever other than in connection with the proper conduct of this transaction. The Transaction, security, Buyer’s and Seller’s codes in this transaction shall remain the same and shall not be changed until this transaction and any and all rolls, extensions or additions have been completed. All matters regarding collection, payment and delivery of documents not mentioned in this instrument will be conducted in accordance with normal banking practices and procedures.
IN WITNESS WHEREOF: This PURCHASE AGREEMENT consists of three (4) pages which is a full recourse commercial document and by the signatures hereon affixed, the signatory by doing so have approved, accepted and agreed to as set forth herein and warrant that the same shall be binding and enforceable upon the signatory including their respective heir, successors and/or assigns. BUYER:
NAME: TITLE: PASSPORT: ISSUE DATE: EXPIRY DATE:
SELLER:
NAME: TITLE: PASSPORT: ISSUE DATE: EXPIRY DATE:
FEE PROTECTION AGREEMENT.
BUYER’S INITIALS ____________
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Both BUYER AND SELLER agree that the BUYER AND SELLER agents are entitled to 5% of the TIME DRAFT Face value commission fees. These commission fees will be shared 50/50 between the BUYER AND SELLER agents as specified herebelow.The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and unconditionally guaranteed to be paid by the BUYER To the agents and intermediaries listed in this FPA by wire transfer simultaneously with the BUYER’s payment of 5% of the face value of the BG/SBLC as fee to the SELLER for every tranche and/or transaction of the Bank Guarantee (BG/SBLC ). The commission fees will be free of legal impediment and free of any deductions, excluding bank transfer fees, for this and all subsequent transactions between the parties. In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents, companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this business transaction in co-operation with one another for their mutual benefit and all signatory parties agree to abide by the following terms and conditions: 1. Each party agrees that they will not make any contact with, deal with or be involved with individuals, trader and investor introduced by another signatories without specific permission of the introduced signatory for the Investor. 2. The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories. 3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the end of every transaction. 4. This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and assigns in all countries of the world. 5. The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings. This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any party will permit no attempt or hint of circumvention. Each of the above parties agrees and understand that any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relief imposed by the legal process. Both parties hereby agree that the agents and intermediaries referred to in this FPA shall be as follows: SELLER AGENT: TO RECEIVE 50% OF 1.50% OF FACE VALUE OF THE TIME DEMAND DRAFT AS COMMISSION FEES TOTAL 75,000 USD PER TRANCHE OF 10 MILLION USD PAYMASTER NAME JEFFREY LOO CLOSED
BUYER’S INITIALS ____________
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BANK NAME: BANK ADDRESS: SWIFT CODE: ACCOUNT NAME: ACCOUNT NO: ABACODE/ROUTIN G NO: TELEPHONE NO: FACSIMILE NO: BANK OFFICER: BENEFICIARIES: SPECIAL WIRE INSTRUCTIONS Required Message
SELLER AGENT: TO RECEIVE 50% OF 1.50 % OF FACE VALUE OF THE TIME DEMAND DRAFT AS COMMISSION FEES TOTAL 75,000 USD PER TRANCHE OF 10 MILLION USD
PAYMASTYER BANK NAME: BRANCH ACCOUNT NAME : ACCOUNT NUMBER : SWIFT CODE BANK TELEPHONE: FAX
BUYER’S INITIALS ____________
QUINTA MASIWE
BARCLAYS BANK KENYA QUEENSWAY QUINTA TRADING EXPORT IMPORT 094 1093728 BARCKENX 254 020 2223161 254 020 2223161
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BUYER 's Agents: To receive 33% of face value of the TIME DEMAND DRAFT as commission fees BUYER’S SIDE GROUP 1: 34% OF 2.5% OF FULL FACE VALUE, AND OF EACH AND EVERY TRANCHE, INCLUDING ROLLS TOTAL 51,000 USD PER TRANCHE OF 10 MILLION USD
PAYMASTER NAME: BANK NAME: BANK ADDRESS: BANK OFFICER: PHONE: FAX: ACCOUNT NAME: BANK ACCOUNT NO: SWIFT CODE: BENEFICIARIES: SPECIAL INSTRUCTIONS:
BUYER MANDATE
Same Day Transfer and Immediate Credit
BUYER’S SIDE GROUP 2: 33% OF 2.5% OF FULL FACE VALUE, AND OF EACH AND EVERY TRANCHE, INCLUDING ROLLS TOTAL 49,500 USD PER TRANCHE OF 10 MILLION USD
PAYMASTER NAME: BANK NAME: BANK ADDRESS: BANK OFFICER: PHONE: FAX: ACCOUNT NAME: BANK ACCOUNT NO: SWIFT CODE: BENEFICIARIES: SPECIAL INSTRUCTIONS:
BUYER INTERMEDIARY
Same Day Transfer and Immediate Credit
BUYER ’S SIDE GROUP 3: 33% OF 2.5% OF FULL FACE VALUE, AND OF EACH AND EVERY TRANCHE, INCLUDING ROLLS TOTAL 49,500 USD PER TRANCHE OF 10 MILLION USD
PAYMASTYER
BUYER’S INITIALS ____________
JULIUS KULUNDU
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BANK NAME: BRANCH ACCOUNT NAME : ACCOUNT NUMBER : SWIFT CODE BANK TELEPHONE: COUNTRY
KENYA COMMERCIAL BANK MOI AVENUE JULIUS KULUNDU ASIBA 1117477568 KCBLKENX 254 20 2175590 KENYA
For and On behalf of BUYER
Name: Mr. Passport No: Date of Expiry: Place of Issue:
BUYER’S INITIALS ____________
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