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NRL Doa 24feb2021 R (05 26) 2 Final With Monetizer Info Signed r1
NRL Doa 24feb2021 R (05 26) 2 Final With Monetizer Info Signed r1
June 5, 2021
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PROVIDER'S CODE:
MONETIZER’S CODE:
DEED OF AGREEMENT
for
MONETIZATION
of
€500,000,000.00 (FIVE HUNDRED MILLION EURO)
CASH-BACKED STANDBY LETTER OF CREDIT
(SBLC) UCP 600
BETWEEN
AND
Date
Monetizer’s Code
Provider’s Code
Transaction Code
DEED OF AGREEMENT
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This Deed of Agreement is executed without prejudice or conflict of interest; duly understood
and signed by and between the parties described below, on this 5th day of June 2021:
THE MONETIZER
AND
THE PROVIDER
RECITALS
WHEREAS, the PROVIDER warrants that it shall provide to the Monetizer a STANDBY LETTER
OF CREDIT (SBLC) issued by any PRIME INTERNATIONAL BANK, as the bank instrument for the
Non-Recourse Monetization (the “Monetization”) services to be provided by the Monetizer to
the Provider. The Provider hereby declares under penalty of perjury that the SBLC will be
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backed by funds that are good, clean, clear, and free of non-criminal origin, and that the SBLC
will be free and clear of all liens, encumbrances and third-party interests.
WHEREAS, the MONETIZER warrants that it shall fulfill the requirements of this Deed of
Agreement and is Ready, Willing and Able to monetize the SBLC based on the Monetization-to-
Value (MTV) rate of Ninety Percent (90%) of the Total Face Value of the SBLC to be provided.
WHEREAS, the MONETIZER represents and warrants with full corporate responsibility that it
has the ability and resources through associates, contacts or other reliable sources, to
monetize the SBLC under the term and conditions as described herein, based on good, clean,
clear and unencumbered funds of non-criminal origin.
WHEREAS, the PROVIDER hereby agrees that of the Monetization Amount, a sum equivalent
to Ten Percent (10%) of the Total Face Value is to be allocated for designated projects (the
“Project Funding”) to be managed by project trustees, so appointed by the Monetizer, and as
described herein as Project Trustees.
WHEREAS, the PROVIDER and MONETIZER hereby agree that of the Monetization Amount, a
sum equivalent to Ten Percent (10%) of the Total Face Value is to be allocated as Consultant
Facilitation fee (the “Facilitation Fee”).
WHEREAS, the PROVIDER and MONETIZER hereby agree that of the Monetization Amount, a
sum equivalent to Ten Percent (10%) of the Total Face Value is to be allocated to PROVIDER
for administrative and service fee (the “Admin Fee”) settlement and is to be sent to
PROVIDER’s designated account.
WHEREAS, the PROVIDER hereby makes an irrevocable firm commitment to accept, the
balance of the Monetization Amount equivalent to Sixty Percent (60%) of Total Face Value,
after deducting the Project Funding, Facilitation Fee and Admin Fee. This amount shall
represent the Principal Amount of the NRL, in accordance with the terms of this Deed of
Agreement.
WHEREAS, the Principal Amount of the NRL, SIXTY PERCENT (60%) of the Total Face Value,
shall be transferred to the JOINT ACCOUNT FOR PROJECT INVESTMENT as stated in this
AGREEMENT.
NOW, THEREFORE, in consideration of mutual covenants, promises, benefits and terms of this
Deed of Agreement and for good and valuable consideration, the benefit of which is hereby
acknowledged, the PARTIES hereto agree and promise to honour the following conditions:
1.1. For purposes of this Agreement, defined terms shall have the meanings set forth in
§1.6 below. Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings provided therefore, as the case may be.
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1.2. Headings are for information only and do not form part of the operative provisions of
this Agreement.
1.4. In this Agreement, unless a clear contrary intention appears: (a) words denoting the
singular include the plural and vice versa; (b) words denoting any gender include all
genders; (c) all references to”€” or Euro shall mean the official currency of the
European Union; (d) the word “or” shall include both the adjunctive and the
disjunctive meaning thereof; and (e) the words “include,” “includes,” and “including”
shall be deemed to be followed by the phrase “without limitation.”
1.5. The terms of this Agreement have been negotiated between the Parties in an arm’s
length transaction, and shall not be construed for or against either Party by reason of
the drafting or preparation hereof.
1.6. DEFINITIONS: The following terms shall have the meanings given below:
1.6.1. “APPLICANT” i.e. the party requesting issuance of the SBLC by ISSUING BANK.
APPLICANT will request issuance of SBLC for the benefit of the PROVIDER.
1.6.2. “BG” shall mean BANK GUARANTEE provided by the Provider to the Monetizer
under the DOA.
1.6.3. “PROJECT FUNDING” mean the amount from the MTV to be allocated for
designated projects to be managed by PROJECT TRUSTEES of the MONETIZER.
1.6.4. “DEED OF AGREEMENT” herein referred to as the “DOA” or “NON-RECOURSE
LOAN AGREEMENT” or the “AGREEMENT”.
1.6.5. “ISSUING BANK” means a prime international bank that will be issuing the
SBLC.
1.6.6. “PROJECT TRUSTEES” are mandated agents/trustees of the MONETIZER to
undertake projects on its behalf.
1.6.7. “MONETIZATION AMOUNT” or “MONETIZATION-TO-VALUE” or “MTV” will be
equivalent to Ninety Percent (90%) of the face value of the SBLC.
1.6.8. “MONETIZER” or the “MONETIZATION PLATFORM” will provide the NON-
RECOURSE LOAN to the PROVIDER.
1.6.9. “MONETIZER”, “PROVIDER” and “PROJECT TRUSTEES” shall, where the
context so admits, include its heirs, successors-in-title or assigns.
1.6.10. “NON-RECOURSE LOAN” or “NRL” shall mean that, at any time at all, the
MONETIZER shall not take any recourse to recover the PRINCIPAL AMOUNT of
the loan, on the SBLC and/or the PROVIDER.
1.6.11. “PRINCIPAL AMOUNT” means the portion of the Monetization Amount, to be
disbursed by the MONETIZER to the Joint Account for PROJECT INVESTMENT as
the NRL under the DOA.
1.6.12. “PROJECT INVESTMENT” means the investment into which the PROVIDER will
invest the PRINCIPAL AMOUNT.
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Transaction Code
Monetizer’s Code
Provider’s Code
Type of Bank Instrument CASH BACKED Standby Letter of Credit (SBLC).
Subject to The Uniform Customs and Practice for
Documentary Credit ICC Publication No.600 (UCP 600)
Term One Year and One Day
Issuing Bank DEUTSCHE BANK AG, FRANKFURT AM MAIN,
GERMANY
Mode of Transfer SWIFT Transfer by MT760
Face Value Amount FIVE HUNDRED MILLION Euro (Є500,000,000.00)
Monetization-to-Value At NINETY Per Cent (90%) of Face Value Amount
Rate
Payment By Unconditional MT-103
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4.1. The PROVIDER shall submit to the MONETIZER an SBLC (Format as per Appendix “C”)
bearing a Face Value of FIVE HUNDRED MILLION Euro (€500,000,000.00) to facilitate
the monetization process. The Non-Recourse Loan to be provided by the MONETIZER
to the PROVIDER will be derived from the proceeds from this monetization.
4.2. The MTV at NINETY Percent (90%) of the total Face Value of the SBLC of FIVE
HUNDRED MILLION Euro (Є500,000,000.00) will be equivalent to FOUR HUNDRED
FIFTY MILLION Euro (Є450,000,000.00).
4.3. The MTV less the Project Funding amounting to TEN Percent (10%) of the Face Value,
the Facilitation Fee amounting to TEN percent (10%) of the Face Value and the Admin
Fee amounting to TEN percent (10%) of the Face Value shall represent the PRINCIPAL
AMOUNT of the Non-Recourse Loan to be granted by the MONETIZER to the
PROVIDER. The PRINCIPAL AMOUNT being SIXTY Percent (60%) of the Face Value shall
be equivalent to THREE HUNDRED MILLION EURO (€300,000,000.00).
4.4. Within a period of FIVE (5) banking days after the verification and authentication of the
SBLC as sent via SWIFT MT760 to MONETIZER’s bank, the MONETIZER shall accordingly
make the disbursements of the PRINCIPAL AMOUNT to the JOINT ACCOUNT FOR
PROJECT INVESTMENT, the Project Funding to the Project Trustees, the Facilitation
Fee to the Consultant and the Admin Fee to the Provider. Disbursements shall be
made to the respective bank accounts as herein provided in Appendix “D”.
5. BANKING CO-ORDINATES
Refer to Appendix “D” for banking co-ordinates of all banks related to this transaction.
6. MODUS OPERANDI
As agreed, the transaction will be implemented in the sequence of processes as in the
following order:
6.1. MONETIZER and PROVIDER sign this Deed of Agreement (the “DOA”), subject to
COMPLIANCE requirements as set forth herein. The PROVIDER is required to submit
and attach to the signed DOA (a) the Bank Certified Copy of SWIFT MT199 RWA as per
Appendix “E”, and (b) contact information of the Bank Officers of Issuing Bank related
to the transaction, to enable a direct communication by the Monetizer’s Bank, Bank
Officers handling the same transaction.
6.2. Once the SWIFT MT199 RWA is received and verified by the receiving bank, the
MONETIZER shall proceed to approve & countersign the NRL DOA submission.
6.3. After PROVIDER meets the requirement of due diligence management, which includes
satisfactory completion of §6.1, §6.2 above, the duly executed DOA by the
MONETIZER will be returned to the PROVIDER, with details of the
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6.4. The PROVIDER shall then advise the MONETIZER of the window time for the Issuing
Bank to send the SWIFT MT799 preadvice (Appendix “F”). Once the MT799 Preadvice
is issued, the courtesy copy of MT799 shall be provided for tracing.
6.5. Within THREE (3) banking days of receiving and verifying the SWIFT MT799 pre-advice,
the Monetizer’s Bank shall reply with SWIFT MT799 RWA (Appendix “G”), confirming
its readiness to receive the SBLC and fund the Monetization Contract as set forth
herein. A Courtesy Copy of SWIFT MT799 transmission shall be provided for tracing.
6.6. Within ONE (1) banking day after authentication of Monetizer’s Bank SWIFT MT799
reply, the Issuing Bank shall deliver the unconditional SBLC UCP 600 with face value of
FIVE HUNDRED MILLION EURO (Є500,000,000.00) via SWIFT MT760 (Appendix “H”)
as per tranching schedule set forth in (Appendix “I”), for further credit to Monetizer’s
Bank. Once the SWIFT MT760 is sent out, the PROVIDER shall provide the courtesy
copy For tracing.
6.7. Within Five (5) banking days, upon receipt, confirmation and authentication by
Monetizer’s Bank of the SBLC as delivered via SWIFT MT760, the Monetizer’s Bank will
release by unconditional MT103 the PRINCIPAL AMOUNT to the designated JOINT
ACCOUNT FOR PROJECT INVESTMENT as per submitted bank co-ordinates.
Simultaneous to this disbursement, the Monetizer’s Bank shall also release the agreed
Project Funding (as in § 4.3) to the Project Trustees, the Facilitation Fee to the
Consultant and Admin Fee to the PROVIDER.
Note: Monetizer will also simultaneously pay the commission / fee of 2% over and
above the 90% MTV to all named consultants and/or intermediaries as per Irrevocable
Master Fee Protection Agreement (IMFPA) herein attached as Appendix “J”. [Note:
The commissions or fees of 2% as per IMFPA, shall be from the accounts of the
Monetizer and not be deducted from the MTV].
6.8. The HARD COPY of the SBLC will be delivered by the Issuing Bank to the Monetizer’s
Bank within the next 7 banking days thereafter.
6.9. The SBLC shall be returned by the Monetizer’s Bank to the Issuing Bank, not later than
Fifteen (15) banking days prior to maturity; free of liens and encumbrances to the
Issuing Bank. There shall be no re-payment obligation on the part of the Provider,
whatsoever.
7. SUBSEQUENT TRANCHES
All tranches following the First Tranche (the “Subsequent Tranches”), if so agreed, shall be
based on the same procedures or as agreed by both parties, until the required bank securities
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are exhausted.
7.1. Subsequent Tranches shall be conducted immediately after the preceding tranche will
have been monetized and paid out. It will be necessary for the PROVIDER to confirm
to MONETIZER that a notice has also been given to the Issuing Bank (whether the same
as that of the preceding tranche or a new Issuing Bank as to be agreed upon) to
proceed as per procedures herein stated in this Agreement. PROVIDER may continue
to provide such Disbursement Notices (Appendix “K”) to the MONETIZER following
completion of each of the Subsequent Tranches until the Total Aggregate Amount as
per Appendix “I”, has been fulfilled and completed.
8. CASES OF DEFAULT
The occurrence of any of the following events shall constitute a Default by the MONETIZER or
the PROVIDER, of the terms of this AGREEMENT:
8.1. In the event the MONETIZER fails to perform the Monetization or fail to provide or
disburse the Principal Amount as per this AGREEMENT, the PROVIDER reserves the
right to immediately UNBLOCK or put a CLAIM on the SBLC and recall the SWIFT
MT760 it issued in favour of the MONETIZER, and has the right to avail of the remedy
as per penalty clause set forth herein.
8.2. In the event the PROVIDER is unable to deliver the SBLC per this AGREEMENT, the
MONETIZER reserves the right to avail of the remedy as per penalty clause set forth
herein.
9. PENALTY CLAUSE
In both cases, and in other cases of default by either party in performing their respective
obligation(s) under this AGREEMENT, the non-defaulting party may in lieu of other remedy or
remedies to which it is entitled, demand and the other party shall pay ONE Percent (1%) of the
banking instrument face value, as full penalty for the default.
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all charges in their receiving bank or any Government body in the country where the receiving
bank is located.
13. NON-SOLICITATION
The PROVIDER hereby confirms and declares that the MONETIZER, its associates or
representatives or any person or persons on its behalf has/have never ever solicited the
PROVIDER, its shareholders or associates or representatives in any way whatsoever that can be
construed as a solicitation for this transaction or for future transactions.
14.1. The PARTIES irrevocable agree that they shall not disclose or otherwise reveal
directly or indirectly to a third party any confidential information provided by one
party to the other or otherwise required, particularly contract terms, fees, financial
agreement, schedules and product information concerning the identity of the
providers, receivers, monetizer, intermediaries, their representatives and specifically
individual names, addresses, principals, telephone numbers and/or information
advised by one party to the one another as being confidential or privileged, without
prior specific written consent of the party(s) providing such information.
14.2. Any information regarding the PARTIES, the AGREEMENT, bank information and
negotiations are confidential and not for circulation or personal use. The PARTIES
further agree not to disclose to third parties any Confidential Information disclosed to
it by the counterpart in the context of this AGREEMENT, such as names of customers,
sources of contacts, and business opportunities after the term of expiry of this
AGREEMENT.
14.3. Confidential Information means information which has been supplied to the other
party with an indication it is confidential as well as information the confidential nature
of which is so obvious that it need not be specified, provided such information is not in
the public domain.
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17. JURISDICTION
This AGREEMENT, its interpretation, accomplishment, validity and effects shall be construed
and enforced in accordance with the applicable Laws of United Kingdom.
19.1. Both PARTIES having understood all terms and conditions of this AGREEMENT agree
to honour all clauses with all privileges, rights and Immunities pertaining therein,
making this AGREEMENT effective on the date of signing by both parties.
19.2. This AGREEMENT represents the entire AGREEMENT between the parties and
supersedes any prior oral or written understanding concerning the subject matter and
may be modified only by written Instruments and signed by duly authorized
representatives of both.
19.3. This AGREEMENT shall inure to the benefits of and be binding upon the parties,
successors and assigns throughout the AGREEMENT period stipulated herein. NO
CANCELLATION ALLOWED.
19.4. Scanned copies of signed documents shall be accepted in lieu of the original though
not as original, and is binding for the transaction.
20. 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,
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written 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 enforces any of the terms of this
AGREEMENT the prevailing party shall be entitles to recover reasonably attorney fees and
costs.
21.1. This present AGREEMENT, in English, comprises the entire understanding of the
PARTIES with respect to the subject matter and all representations made by either
party contained herein. In any case of conflict between the original in English and any
translation, the original version will prevail. Any and all verbal representation,
warranties or statements by anyone shall be null and void and shall have no force or
affect whatsoever on this AGREEMENT, unless set forth in writing.
21.2. Any modification or amendment to this AGREEMENT shall be made in writing and
signed by the PARTIES hereto as well as witnessed and/or attested accordingly. The
parties hereto are aware, that the execution of this AGREEMENT may require further
specifications, which shall be negotiated and drawn up in good faith. All the
attachments, amendments or exhibits are considered an inseparable part of this
AGREEMENT.
21.4. The provision of this AGREEMENT so effected shall be limited only to the extent
necessary to permit compliance with the minimum requirement.
21.5. No other provisions of this AGREEMENT shall be affected thereby, and all such other
provisions shall continue in full force and effect.
21.6. No waiver expressed or implied, by either party of any breach of this AGREEMENT
shall be deemed a waiver of any other provision hereof, nor shall such a waiver
thereafter prevent any action or claim concerning that or any subsequent breach of
this AGREEMENT.
21.7. All notices required to be given by one party or another shall be given in writing by
letter, fax or by registered mail and must be signed by the sender. Any change of
address must be given in writing to the other party(ies) without delay. Whereas
facsimile transmission of or under this AGREEMENT is deemed to be necessary as a
mean of obtaining signatures, it is agreed that such facsimile will constitute and create
an original, legally binding and enforceable document for any Court of Law.
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21.8. Each of the PARTIES shall execute and deliver all necessary written documents and
instruments, the circumstances on the present AGREEMENT, may in a reasonable
opinion of either party be necessary or appropriate to carry out the provisions, intent
and purpose of this AGREEMENT and/or any of its amendments, attachments etc. The
PARTIES agree to work together in good faith to best fulfil the purpose and commercial
potential of this AGREEMENT, and to remain open to the discussion of changes that
may be advisable or necessary should there be any changes in law, economic or
business circumstances.
21.9. In the event that any controversy, dispute or claim arises out of or relates to this
AGREEMENT, the prevailing party shall be entitled to recover all its costs and expenses
of such action or proceeding as well as its actual attorneys´ fees as an element of its
costs and not as an element of its damages, regardless whether or not such action or
proceeding proceeds to final judgement. A party not entitled to recover its costs of suit
or arbitration may not recover attorneys’ fees.
21.10.Facsimile, e-Fax or e-Mail Transmission and Copies of this AGREEMENT, when fully
executed are to be considered original and binding documents.
a. U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or
such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures
(2001).
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SIGNATURE PAGE
ALL SIGNATORIES HERETO ACKNOWLEDGE THAT THEY HAVE FULL AND COMPLETE
AUTHORITY TO EXECUTE THIS DEED OF AGREEMENT, FOR AND IN THE NAME OF THE PARTY
OR THE MANDATE FOR WHICH THEY HAVE GIVEN THEIR INITIALS AND SIGNATURES.
IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT on the day, month and
year first above written.
Signature and
Stamp/Seal
Signature and
Stamp/Seal
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LIST OF APPENDICES
APPENDI TITLE
X
A1 MONETIZER’S INFORMATION SHEET
A2 MONETIZER’S CERTIFICATE OF REGISTRATION
A3 MONETIZER’S INTERNATIONAL PASSPORT
B1 CLIENT INFORMATION SHEET
B2 PROVIDER’S COMPANY REGISTRATION CERTIFICATE
B3 PROVIDER’S INTERNATIONAL PASSPORT
C FORMAT OF CASH-BACKED SBLC FORMAT UCP 600
D CO-ORDINATES OF DESIGNATED BANKS
E ISSUING BANK SWIFT MT199 RWA
F ISSUING BANK SWIFT MT799 PRE-ADVICE
G MONETIZER’S BANK SWIFT MT799 RWA
H SWIFT MT760 / SBLC UCP 600
I TRANCHING SCHEDULE
J IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
K NOTICE OF DISBURSEMENTS
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APPENDIX “A1”
MONETIZER’S CIS
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APPENDIX “A2”
MONETIZER’S CERTIFICATE OF REGISTRATION
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APPENDIX “A3”
MONETIZER’S INTERNATIONAL PASSPORT
[AUTHORIZED REPRESENTATIVE OF DATONG ENTREPRISES S.A. (DTE-SA)]
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APPENDIX “B1”
CLIENT INFORMATION SHEET OF PROVIDER
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal
Banking Commission Circular of December 1998, concerning the prevention of money laundering, and
Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or
other financial institutions for the purpose of verification of identity and activities of the Principal, and
the nature and origin of the funds that are to be utilized. All parties have an obligation for professional
discretion and to take all appropriate precautions to protect the confidentiality of the information each
holds in respect of the others’ activities. This legal obligation shall remain in full force and effect at all
times.
The foregoing is subject to AGREEMENT by all parties to whom this information is provided that they
are obligated to respect the privacy rights of the Client and all individuals described herein, as well as
the generally accepted professional standards relating to the maintenance of confidential information,
and to take all appropriate precautions to protect the confidentiality of the information contained
herein. This legal obligation shall remain in full force indefinitely without restriction.
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i) Telephone No. -
j) E-Mail Address herod.p.j@firstsovereignprojects.ltd
k) DESIGNATION CEO
3. Bank Information
a) Bank Name DEUTSCHE BANK AG
b) Address TAUNUSANLAGE 12, FRANKFURT AM MAIN 60626, GERMANY
c) Account Name FIRST SOVEREIGN PROJECTS LIMITED
d) Account No. 0920009820
e) IBAN DE19500700100920009820
f) Acct. Signatory HEROD CALLUM PETER JOHN
g) Bank Telephone +49 69 910 00
h) Bank Fax -
i) SWIFT DEUTDEFFXXX
3. Affirmation:
I, HEROD CALLUM PETER JOHN, as Authorised Signatory of FIRST SOVEREIGN PROJECTS LTD,
hereby swear under the full penalty of perjury, that the information provided herein is both
true and accurate. I am in control of the assets to be submitted for the proposed transaction
and have signatory authority on the aforementioned bank account and full authority to
execute all agreements relating to placing the assets for a financial facility. The funds are in full
compliance with the anti-money laundering policies set forth by the Financial Action Task Force
(FATF) 6/01.
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APPENDIX “B2”
PROVIDER’S COMPANY REGISTRATION CERTIFICATE
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APPENDIX “B3”
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APPENDIX “C”
ISSUING BANK:
FOR THE BENEFIT OF BENEFICIARY: […………………..]
FCO RECEIVING BANK: BANCO BPM
FOR THE ACCOUNT OF: VASSALLO SRL
SWIFT CODE:
FURTHER IDENTIFICATION:
ISSUING DATE :
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OFFICERS AND WITH OUR FULL BANK RESPONSIBILITY HEREBY ISSUE THIS
IRREVOCABLE, UNCONDITIONAL AND ASSIGNABLE STANDBY LETTER OF CREDIT
NO.: XXXXXXX IN FAVOUR OF [NAME OF PROVIDER] AS BENEFICIARY, THE
BEARER OR HOLDER THEREOF, FOR FURTHER CREDIT IN FAVOR OF BANCO BPM ,
GENOVA BRANCH 01400, VIA GARIBALDI N2 GENOVA, 16124, ITALY, FOR THE
ACCOUNT OF VASSALLO SRL, IBAN NUMBER
IT8610503401400000000002682, FOR THE SUM OF FIVE HUNDRED
MILLION EURO (€500,000,000.00).
WE HEREBY ENGAGE WITH YOU THAT DRAFT DRAWN UNDER THIS STANDBY
LETTER OF CREDIT SHALL BE DULY HONOURED ON DUE PRESENTATION TO US AT,
[NAME OF ISSUING BANK AND FULL ADDRESS], ON THE MATURITY DATE OF ONE
YEAR AND ONE DAY FROM THE DATE OF ISSUE SHOWN ABOVE.
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND FREE AND CLEAR OF
ANY DEDUCTIONS, CHARGES, FEES, TAXES, DUTIES OR WITHHOLDING OF ANY
NATURE NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR
ASSESSED BY THE GOVERNMENT OF THE ISSUING BANK OR ANY POLITICAL
SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.
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APPENDIX “D”
MONETIZER and/or PROVIDER reserves the right to change the bank coordinates
stated herein at any time by providing written request to either party. Improper
release of the above banking information, for any reason, without the written
prior authorization of other party, shall be considered as a breach of contract and
will make a defaulted party to be actionable for damages sustained hereby.
APPENDIX DETAILS
D1 PROVIDER’S ISSUING BANK CO-ORDINATES TO ISSUE THE
FIVE HUNDRED MILLION EURO SBLC AND TO ADVISE
MONETIZER’s BANK VIA SWIFT MT-799 & MT760
D2 MONETIZER’S BANK CO-ORDINATES TO (i) RECEIVE AND
VERIFY ALL SWIFT MT799/MT760 FOR CLEARING PURPOSES,
and (ii) TO SEND MT103
D3 THE BANK CO-ORDINATES OF THE JOINT ACCOUNT FOR
PROJECT INVESTMENT TO RECEIVE THE PRINCIPAL AMOUNT
REPRESENTING SIXTY PERCENT (60%) OF FACE VALUE VIA
SWIFT MT103 FROM MONETIZER
D4 BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR 10%
FACE VALUE FOR PROJECT TRUSTEES MONETIZER SIDE “#1”
FOR PROJECT FUNDING REQUIREMENTS (CLOSED)
D5 BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR TOTAL
10% FACE VALUE FOR PROVIDER AS ADMIN FEE (D5.1 & D5.2)
(CLOSED)
D6 BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR 10%
FACE VALUE FOR CONSULTANT AS FACILITATION FEE
(CLOSED)
APPENDIX D1
PROVIDER’s Initial MONETIZER’s Initial
June 5, 2021
TRANSACTION CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
D1. PROVIDER’S ISSUING BANK CO-ORDINATES TO ISSUE THE FIVE HUNDRED MILLION EURO
SBLC AND TO SEND SWIFT MT199, MT799 & MT760:
APPENDIX D2
D2. MONETIZER’S BANK CO-ORDINATES TO (i) RECEIVE AND VERIFY SWIFT MT199,
MT799/MT760 FOR CLEARING PURPOSES, and (ii) SEND MT103:
APPENDIX D3
D3. THE PROJECT INVESTMENT BANK CO-ORDINATES TO RECEIVE THE PRINCIPAL AMOUNT
REPRESENTING SIXTY PERCENT (60%) OF FACE VALUE VIA SWIFT MT103 FROM MONETIZER
FOR INVESTMENT PURPOSE
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX D4
D4. BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR 10% FACE VALUE OF SBLC FOR
PROJECT TRUSTEES MONETIZER SIDE “#1” FOR PROJECT FUNDING REQUIREMENTS (CLOSED):
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX D5
D5. BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR 10% FACE VALUE OF SBLC FOR
PROVIDER FOR ADMIN FEE (CLOSED):
D5.1 BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR 8% FACE VALUE OF SBLC FOR
PROVIDER FOR ADMIN FEE:
PAYMASTER NAME FIRST SOVEREIGN PROJECTS LIMITED
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS TAUNUSANLAGE 12, FRANKFURT AM MAIN 60626, GERMANY
ACCOUNT NAME FIRST SOVEREIGN PROJECTS LIMITED
PROVIDER’s Initial MONETIZER’s Initial
June 5, 2021
TRANSACTION CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
D5.2 BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR 2% FACE VALUE OF SBLC FOR
PROVIDER FOR ADMIN FEE:
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX D6
D6. PAYMASTER BANK CO-ORDINATES TO RECEIVE SWIFT MT103 FOR 10% FACE VALUE OF
SBLC FOR CONSULTANT FOR FACILITATION FEE (CLOSED):
PROVIDER'S CODE:
MONETIZER’S CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX “E”
CERTIFIED COPY OF PROVIDER’S BANK SWIFT MT199 RWA
PROVIDER’s Initial MONETIZER’s Initial
June 5, 2021
TRANSACTION CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX “F”
PROVIDER’S BANK SWIFT MT799 - PRE-ADVICE
ISSUING BANK: DEUTSCHE BANK AG
RECEIVING BANK: BANCO BPM
SWIFT CODE: BAPPIT21Q56
PROVIDER'S CODE:
MONETIZER’S CODE:
WE HEREBY ENGAGE WITH YOU THAT DRAFT DRAWN UNDER THIS STANDBY LETTER
OF CREDIT SHALL BE DULY HONOURED ON DUE PRESENTATION TO US AT
DEUTSCHE BANK AG WITH REGISTERED ADDRESS AT TAUNUSANLAGE 12,
FRANKFURT AM MAIN 60626, GERMANY, ON THE MATURITY DATE OF ONE YEAR AND
ONE DAY FROM THE DATE OF ISSUE SHOWN ABOVE.
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND FREE AND CLEAR OF ANY
DEDUCTIONS, CHARGES, FEES, TAXES, DUTIES OR WITHHOLDING OF ANY NATURE
NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY
THE GOVERNMENT OF THE ISSUING BANK OR ANY POLITICAL SUBDIVISION OR
AUTHORITY THEREOF OR THEREIN.
THIS PRE-ADVICE IS VALID FOR SEVEN (7) INTERNATIONAL BANKING DAYS ONLY AS
AN OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES
ARE FOR THE ACCOUNT OF APPLICANT.
PROVIDER'S CODE:
MONETIZER’S CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX “G”
MONETIZER’s BANK SWIFT MT799 RWA TO RECEIVE AND FUND
FROM: BANCO BPM
SWIFT CODE:
WE, BANCO BPM, GENOVA BRANCH 01400, VIA GARIBALDI N2 GENOVA, 16124, ITALY ,
REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM, WITH FULL BANK
RESPONSIBILITY, UPON THE REQUEST OF OUR CLIENT, VASSALLO SRL, THAT WE ARE READY,
WILLING AND ABLE TO RECEIVE THE BANK INSTRUMENT/SWIFT MT-760 ISSUED BY YOUR
BANK ON BEHALF OF YOUR CUSTOMER, [APPLICANT], IN FAVOUR OF FIRST SOVEREIGN
PROJECTS LIMITED], AS BENEFICIARY, FOR FURTHER CREDIT IN FAVOR OF VASSALLO SRL
AND TO FUND THE TERMS OF THE FUNDING AGREEMENT WITH TRANSACTION CODE:
___________ AS SIGNED BETWEEN MONETIZER, DATONG ENTREPRISES S.A. (DTE-
SA)/VASSALLO SRL AND FIRST SOVEREIGN PROJECTS LIMITED, WITH A TERM OF ONE (1)
YEAR AND ONE (1) MONTH.
THESE FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL ORIGIN AND FREE OF ANY
LIENS AND ENCUMBRANCES.
FURTHERMORE, THE BANK SHALL RETURN THE STANDBY LETTER OF CREDIT TO THE ISSUING
BANK, NOT LATER THAN FIFTEEN (15) BANKING DAYS PRIOR TO MATURITY.
FOR AND ON BEHALF OF BANCO BPM, GENOVA BRANCH 01400, VIA GARIBALDI N2
GENOVA, 16124, ITALY:
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX “H”
SWIFT MT-760 SBLC UCP 600
ISSUING BANK: DEUTSCHE BANK AG
FOR THE BENEFIT OF: FIRST SOVEREIGN PROJECTS LIMITED
FURTHER CREDIT OF: BANCO BPM
FOR THE ACCOUNT OF VASSALLO SRL
SWIFT CODE: BAPPIT21Q56
----------------------------------------------------------------------------------------------------------------------------
PROVIDER'S CODE:
MONETIZER’S CODE:
PAYMENT SHALL BE AVAILABLE BY BENEFICIARY’S FIRST WRITTEN DEMAND VIA SWIFT WIRE
SYSTEM AND THE DEMAND HEREUNDER MUST BE MARKED, DRAWN UNDER THE STANDBY
LETTER OF CREDIT NUMBER: ………
WE HEREBY ENGAGE WITH YOU THAT DRAFT DRAWN UNDER THIS STANDBY LETTER OF CREDIT
SHALL BE DULY HONOURED ON DUE PRESENTATION TO US AT DEUTSCHE BANK AG, WITH
REGISTERED ADDRESS AT TAUNUSANLAGE 12, FRANKFURT AM MAIN 60626, GERMANY,
ON THE MATURITY DATE OF ONE YEAR AND ONE DAY FROM THE DATE OF ISSUE SHOWN
ABOVE.
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND FREE AND CLEAR OF ANY
DEDUCTIONS, CHARGES, FEES, TAXES, DUTIES OR WITHHOLDING OF ANY NATURE NOW OR
HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT
OF THE ISSUING BANK OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.
THIS STANDBY LETTER OF CREDIT IS FREE AND CLEAR OF ANY LIEN OR ENCUMBRANCE AND IS
TRANSFERABLE, DIVISIBLE AND ASSIGNABLE WITHOUT PRESENTATION TO US OR PAYMENT OF
ANY TRANSFER OR ASSIGNMENT FEE.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDIT (2007 VERSION) ICC PUBLICATION NO.600 (UCP 600).
FOR AND ON BEHALF OF DEUTSCHE BANK AG, TAUNUSANLAGE 12, FRANKFURT AM MAIN
60626, GERMANY:
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX “I”
TRANCHING SCHEDULE
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX “J”
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
Both PROVIDER and MONETIZER agree that the PROVIDER’s and MONETIZER's Agents are
entitled respectively to One (1) % + One (1) % of the SBLC Face Value as commissions or fees.
These commissions or fees will be shared between the PROVIDER’s and MONETIZER’s agents
as specified here below.
The parties agree that the commissions or fees stated are compensation for services rendered
and are irrevocably and unconditionally guaranteed to be paid by the MONETIZER to the
agents and intermediaries listed in this FPA by wire transfer simultaneously with the
MONETIZER’s payment of 90% of the face value of the SBLC as the Non-Recourse Loan
Principal Amount for every tranche and/or transaction of the SBLC as per tranching schedule as
set forth herein. The commissions or 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.
I. Each party agrees that they will not make any contact with, deal with or be involved
with individuals, trader and investor introduced by another signatory without specific
permission of the introduced signatory for the Investor.
II. The signatory agrees to keep confidential the identity of and all contacts so provided by
any other signatories.
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.
This IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA) shall be legally binding on
the parties hereto, their principals, employees, representatives, agents and assigns in all
countries of the world.
The parties hereto affirm that in every case they will act with the highest standards of ethics
and honesty in all their dealings.
This IMFPA shall be respected and honoured at all times, unless otherwise mutually agreed
upon and any party will permit no attempt or hint of circumvention.
PROVIDER’s Initial MONETIZER’s Initial
June 5, 2021
TRANSACTION CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
Each of the above parties agrees and understands that any overt or covert action of
circumvention prescribed by this IMFPA 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:
PROVIDER'S CODE:
MONETIZER’S CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
PAYMASTER may change their receiving banks by serving prior notice in writing to
MONETIZER/Payor within 8 banking hours thereof. Paymasters shall issue their own respective
Payment Orders for all Beneficiaries/Consultants.
This IMFPA becomes unconditional, assignable, and divisible upon the successful initiation of
the transaction referenced above.
All fund transfers specific to this IMFPA are to be made by wire or internal bank transfers and
transferred immediately upon closing of each transaction or tranche or as soon thereafter as
banking processes allow without liens or delays of any kind whatsoever.
This IMFPA becomes effective with the execution of this IMFPA referenced by the Transaction
Code, Borrower’s Code, and Lender’s Code set forth above and shall remain valid and
enforceable for the full term of the IMFPA and shall apply to any and all renewals, extensions,
or any new agreements between PROVIDER and MONETIZER or their shareholders and/or
assigns for a period of Five (5) years from the date hereof.
it is understood that all parties herein involved are considered to be bound by International
Standard of Non-Circumvention/Non-Disclosure as governed by the International Chamber of
Commerce, and if subject to litigation, to the laws of the involved countries.
PROVIDER’s Initial MONETIZER’s Initial
June 5, 2021
TRANSACTION CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
Parties to this IMFPA are independent contractors and all contemplated payments and/or
distributions hereunder are divided interests. All taxes, federal, state or other, are the
independent responsibility of each of the parties hereto. Reporting of income and the payment
of any related taxes is the sole responsibility of the parties individually.
This IMFPA will become an integral part and included within this Non-Recourse Loan
Agreement identified with Transaction Code: ______ , Provider's Code: ______ and
Monetizer’s Code: ______ as soon as the IMFPA becomes valid and signed. If no transaction is
completed under the aforesaid transaction, then no obligation to the beneficiaries/consultants
and any other parties under this IMFPA is established.
The receipt of this document constitutes acknowledgement on the part of recipients hereof
that the transactions herein are not to be in violation of existing regulations and laws and all
parties herein are bound to obey and be in compliance with all regulations and laws as related
to the transactions herein.
The signatory hereof avers and confirms that he has the power and authority to execute this
IMFPA and pay order.
PROVIDER'S CODE:
MONETIZER’S CODE:
APPENDIX “K”
DISBURSEMENT NOTICE
= ON LETTERHEAD OF ____ (PROVIDER) ____ =
Immediately upon the Monetization of the above SBLC, kindly instruct the Administrative Bank
to transfer, in immediately available funds, the proceeds of the monetization to the following
accounts and amounts:
Name and Name of Account Account Number Amount
Address of Bank Holder (Euro / €)
TO BE SET UP TBP (JOINT TBP 300,000,000.00
BY MONETIZER SIGNATORY
AT HSBC ACCT)
LONDON
50,000,000.00
OVERSEA- CREST 50,000,000.00
CHINESE INTELLIGENCE 601227721201
BANKING PTE LTD (EURO)
CORPORATION
LIMITED (OCBC
BANK). OCBC
CENTRE, FLOOR
10, 63 CHULIA
STREET,
SINGAPORE
DEUTSCHE FIRST 0920009820 40,000,000.00
BANK SOVEREIGN
PROVIDER’s Initial MONETIZER’s Initial
June 5, 2021
TRANSACTION CODE:
PROVIDER'S CODE:
MONETIZER’S CODE:
TAUNUSANLAGE PROJECTS
12, FRANKFURT LIMITED
AM MAIN 60626,
GERMANY
DBS BANK LTD ETAN 074-9009-772 10,000,000.00
12 MARINA BLVD. RESOURCE
DBS ASIA DEVELOPMENT
CENTRAL, MARINA LTD
BAY FINANCIAL
CENTER TOWER 3,
SINGAPORE
018982
Yours Truly
[PROVIDER/BENEFICIARY]