Professional Documents
Culture Documents
Date: 09/02/24
I, RAED DARWISH, holder of Passport Number Q402568. issued by JORDAN, hereby confirm with full
legal and corporate responsibility, and under penalty of perjury, that we are ready willing and able to
Lease with good, clean, clear and unencumbered funds of non-criminal origin through our banking
source, Bank Guarantees, under the terms and conditions stated herein. Normal ethical standards shall apply.
Passport No AAG332532
Valid:
Hereinafter referred to as the ‘Provider', on the other part, or if the Provider and the Beneficiary
collectively, then hereinafter referred to as the ‘Parties’.
WHEREAS, the Beneficiary desires to receive a collateral facility from the Provider, in form of SBLC for the
purpose to secure working capital and proper management of his daily business, and further confirms
with full corporate and legal responsibility that sufficient funds are available to cover the costs of the said
purchases.
WHEREAS, the Provider accepts Beneficiary’s application for the collateral facility, in form of SBLC, by
issuing and transferring to the Beneficiary all its rights on SBLC Title and any other interest, plus further
represents and warrants that it has the ability and resource to cause the issuance and arrange through
associates, contracts and sources, with full corporate responsibility, such financial instrument(s) as
required and as per terms mutually agreed herein. The Provider hereby declares, under full penalty of
perjury, that each BG will be backed by good, clean, cleared, and of non-criminal origin cash funds, free
and clear of all liens, encumbrances and any third party interests.
NOW THEREFORE, the Beneficiary has agreed to receive the instrument(s) at certain cost and the
Provider has agreed to issue/deliver said instruments based on the following terms and conditions:
TRANSACTION PROCEDURES
1. Lessee submits Letter of Intent (LOI) with full banking coordinates (there must be sufficient cash funds
in this account), Enlarged 140% Color copy of Passport, Client Information Sheet, Certificate of
Incorporation (if applicable), Corporate Resolution (if applicable), Non-Solicitation Statement, and an
Irrevocable Fee Protection Agreement.
2. After conducting due diligence, the Lessor will countersign the LOI and return it to Lessee including
details of the SBLC Issuing bank and Lessor’s Passport copy. This LOI automatically becomes a full
commercial recourse contract and will be authenticated and notarized to avoid contract breach and
Lessee will be required to pay for notary authentication cost of the contract documents here in UK.
After the authentication and notarization of the contract documents here in the UK, both parties shall
lodge the executed contract with their respective banks.
3. Within two (2) banking days, the Lessor’s Bank shall send a PRE-ADVICE SWIFT MT199 or MT-799 to
the Lessee’s Bank. (EXHIBIT A) The PRE-ADVICE shall be valid for four (4) banking days only.
4. Within the same banking day, the Lessor shall email a courtesy copy of the PRE-ADVICE SWIFT MT199
or MT-799 to the Lessee for confirmation. Within three (3) banking days after authentication of the
PRE-ADVICE SWIFT MT199 or MT-799, the Lessee’s Bank shall reply and send a SWIFT MT-799 to the
Lessor’s bank and a courtesy copy shall be sent to the Lessor’s email.
5. Within three (3) banking days, after authentication of the Lessee’s SWIFT MT-799, the Lessor’s SBLC
Issuing Bank shall send the Bank Guarantee via SWIFT MT-760 to the Lessee’s Bank (EXHIBIT B) and a
courtesy copy shall be sent to the Lessee’s email. The Lessee’s bank verifies and authenticate the SBLC
sent via SWIFT MT-760.
6. Within three (3) banking days, after authentication of the SBLC sent via SWIFT MT-760, the Lessee
shall send payment to the Lessor via SWIFT MT-103 and concurrently pay Consultants commission
fees of Two Percent (2%) of each tranche face value. Courtesy copies of the commission payments
shall be sent to the respective consultants/beneficiaries and their paymasters.
7. Within seven (7) banking days after authentication of receipt of payment to the Lessor, the Lessor’s
BG Issuing Bank shall send the hard copy of the SBLC to the Lessee’s Bank via Bank Bonded Courier.
8. All subsequent tranches will be based on the same procedures until collateral or funds become
exhausted.
9. Any unauthorized calls by any party or its representative lawyers to probe or communicate in an
improper way to bank(s) in this transaction shall be prohibited and contract terminated.
Should Lessee default to pay the fees to the Lessor and the Intermediaries fees as agreed on this
contract within the allowed number of days on authentication of SWIFT MT-760, the Lessor shall
instruct the SBLC Issuing Bank to put a claim on the SBLC thereby forcing the Lessee’s Bank to return
the SBLC SWIFT MT-760 to the issuing Bank.
LESSOR RESERVES the right to USE ANY BANK ACCOUNT TO RECEIVE HIS FEE.
(IT’S OUR BANK REGULATIONS AND PROCEDURE)
Irrevocably and unconditionally, without protest, demand or delay, I, Mr. RAED DARWISH
as authorized signatory and PRESIDENT American Management and Development SPC. of having Passport Q402568
issued by Jordan, promise and guarantee to pay consultancy fees of Two Percent (2%) of the face
value of the instruments, for the benefit of the consultants being hereinafter
called collectively the “beneficiaries” and individually a “Beneficiary”.
The said consultancy fee shall be paid upon the successful closing of each and every tranche concurrently
with each payment of the instruments purchased by us. Further, the said consultancy fees shall be paid in
good, clean clear and unencumbered Euros/Dollars and delivered, via wire transfer, to your designated
trust/bank account coordinates.
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay
Order” shall endure to the benefit of the beneficiaries and their respective heirs, administrators,
successors and assigns, as the case may be, and shall be binding and enforceable upon us, our success
and assigns as the case may be, until this transaction, including any renewals, extensions and additions
are fully completed.
This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an
original, legally enforceable document.
Generally recognized International Standards of Non Circumvention and Non-disclosure are applicable for
a period of Five Years from the date of this document or the last date of the contract including any
renewals, extensions and additions are fully completed and we agree to respect those.
We hereby declare that we are fully aware that the information received from you is in direct response to
our request and is not in any way considered or intended to be a solicitation of funds of any sort, or any
type of offering, and is intended for our general knowledge only. We hereby affirm, under penalty of
perjury, that we have requested information from you and your organization by our choice and free will,
and further that you have not solicited us in any way. Intermediaries are NOT Advisors of any kind.
Parties to this agreement are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this agreement construes or creates a
partnership or employer/employee relationship between or among the parties hereto. All taxes, federal,
state or other are the independent responsibility of each of the parties hereto.
The above stated codes, (the Lessor’s code to be provided by the Lessor) and any other identification
codes shall remain the same and shall not be changed until this transaction including any renewals,
extensions and additions are fully completed and we agree to respect those. The transaction code may be
amended only by agreement between all parties hereto. This transmission via facsimile will be accepted
as an original and I confirm that I have authority to execute this Pay Order.
Irrevocable Fee Protection / Irrevocable Pay order for Consultant Fees of Two Percent (2%) of the face
value of each and every tranche of this Bank Guarantee transaction, including any rolls or extensions, to
be paid to the Lessor’s and Lessee’s consultants/beneficiaries only:
TWO PERCENT (2%) OF THE FACE VALUE OF EACH AND EVERY TRANCHE INCLUDING ALL ROLLS AND
EXTENSIONS TO BE PAID TO THE FOLLOWINGPAYMASTER
PAYMASTER
LAW FIRM ADDRESS
LAW FIRM TELEPHONE
LAW FIRM FACSIMILE
E-MAIL
BANK NAME
BANK ADDRESS
BANK TEL NUMBER
IBAN EURO N°
ACCOUNT NAME
SWIFT CODE
BENEFICIARY:
CONDITIONS:
1. Parties are not allowed to contact the other party’s bank without expressed written permission.
Any party attempting to do so will lend to cancellation of this LOI/MOU.
2. The parties herein agree the non-circumvention / non-disclosure rules of all issues from ICC and
the latest edition apply to the transaction for a period of five years from the date of execution of
this agreement.
3. The terms of this agreement are binding upon the parties upon execution by both parties.
4. This agreement is subject to the relevant international laws for any fraudulent action and such
actions will be punished by law.
5. Neither party may assign of delegate its interest or duties without prior written consent of the
other party.
6. This transaction constitutes a private purchase and sale of bank instruments, conducted
between two principal entities to be defined by contract and as such, is not intended to be nor
shall be interpreted as a securities transaction as defined by the European Securities Act, the
United States Securities and Exchange Act of 1933/34, or as amended by law or any other
nation.
We hereby acknowledge and confirm that neither the collateral provider nor their associates nor any
person on their behalf solicited me in anyway whatsoever that can be construed to be as a solicitation
herein.
BY SIGNING THIS LOI / MOU, BOTH PARTIES AGREE UNDER THE LAWS AND TRADING GUIDELINES SET
FORTH BY THE ICC THAT THEY ARE READY WILLING AND ABLE TO COMPLETE THIS TRANSACTION
UNDER THE TERMS AND CONDITIONS STATED WITHIN THIS LETTER OF INTENT.
Signatory:
Name: Raed Darwish
Passport: Q402568
Nationality: JORDANIAN
Issue date: March 21, 2021
Expiry date: March 20, 2026
Place of Issue: JORDAN
Signatory:
Name:
Passport:
Nationality:
Issue date:
Expiry date:
Place of Issue:
LESSEE'S CIS
Corporate Information
Full Name of Institution : AMERICAN MANAGEMENT AND DEVELOPMENT SPC.
Registration Number : #1283044
Date of Registration : JANUARY 08, 2017
Domicile /Jurisdiction :
Postal Address : P.O.BOX 788, MSQ115
Registration Address : 1480 Souq Al Mal Street, Muscat, Sultanate of OMAN
Physical Address : 1480 Souq Al Mal Street, Muscat, Sultanate of OMAN
Business Telephone Number : +96898863333/+34610390557
E-mail Address : info@americanmad.com
Website : WWW.AMERICANMAD.COM
Corporate Officers and Titles : Raed Darwish
Chief Executive Officer
LESSOR’S CIS
Corporate Information:
Full Name of Corporation PRAXIS INTERNATIONAL LTD.
Incorporation Date June 20th, 2020
Register Nº 12687668
Street Address 116, Wood Lane End, Hemel Hempstead
City Hemel Hempstead.
Country EnglandHP2 4RF
Email Address enquiry@praxisinternationalltd.com
Bank Information:
Bank Name HSBC UK BANK PLC
Street Address 544 KINGSBURY ROAD
City LONDON
State ENGLAND
Country UK
Account name PRAXIS INTERNATIONAL LTD.
EXHIBIT A
PRE-ADVICE VIA SWIFT MT MT799
LESSEE MAY REPLACE WITH LESSEE ‘S BANK PREFERRED TEXT
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐MESSAGE HEADER‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
SWIFT INPUT: MT-799
SENDER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:
RECEIVER:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
ACCOUNT NUMBER:
IN FAVOR OF:
WE -------------(ISSUING BANK AND ADDRESS) ----------, HEREBY CONFIRM WITH FULL BANKING
RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) SBLC ICC FORMAT ON BEHALF OF
OUR CLIENT, ---------------ORDERING CUSTOMER () ----------- IN THE TOTAL AMOUNT OF -----(AMOUNT IN
WORDS) (AMOUNT IN FIGURES) IN FAVOR OF ----(BENEFICIARY)-----, ACCOUNT NUMBER: -----
THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING
RESPONSIBILITY, UPON RECEIPT OF CLEARANCE FROM OUR CLIENT.
THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND
AVAILED VIA MT760 AND EXACT BANK GUARANTEE (BG).
THESE PRE-ADVISE IS VALID FOR FOUR (4) INTERNATIONAL BANKING DAYS ONLY AS AN OPERATIVE
INSTRUMENT, NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF
APPLICANT.
EXHIBIT B
BANK GUARANTEE FORMAT SWIFT MT 760
(FINAL TEXT PER ISSUING BANK-ICC FORMAT)
DESTINATION
BANK NAME :
ADDRESS :
ACCOUNT NUMBER :
ACCOUNT NAME :
BANK OFFICER :
SWIFT CODE :
BENEFICIARY : BENEFICIARY COMPANY NAME
AMOUNT :
CURRENCY : DOLLARS
NORMAL
BANK GUARANTEE :
CURRENCY : DOLLARS
PRINCIPAL AMOUNT :
DATE OF ISSUE :
MATURITY DATE :
DATE OF EXPIRY :
BENEFICIARY : BENEFICIARY COMPANY
NAME PLACE OF ISSUE :
LESSEE’S SIGNATURE 31/43 LESSOR’S SIGNATURE
TRANSACTION CODE:
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE:
NARRATIVE
FOR THE VALUE RECEIVED BY US, WE THE UNDERSIGNED………………., HEREBY OPEN OUR IRREVOCABLE,
TRANSFERABLE, ASSIGNABLE AND CONFIRMABLE BANK GUARANTEE IN FAVOUR OF.......................FOR
THE AMOUNT OF EUROS.........................IN LAWFUL CURRENCY OF THE (ISSUING BANK COUNTRY) UPON
PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT ANY OF OUR COUNTERS WORLDWIDE
NOT LATER THAN FIFTEEN DAYS AFTER MATURITY.
PAYMENT SHALL BE AVAILABLE BY BENEFICIARY’S FIRST WRITTEN DEMAND VIA SWIFT WIRE SYSTEM AND
THE DEMAND HEREUNDER MUST BE MARKED, DRAWN UNDER THE BANK GUARANTEE NUMBER:……..
SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES
OR WITHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHELD OR
ASSESSED BY THE GOVT. OF GERMANY OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR
THEREIN.
THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US. THIS BANK
GUARANTEE IS SUBJECT TO THIS UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS
UNDER THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS FRANCE, PUBLICATION NO. 758.
WE CONFIRM THAT THE FUNDS BEHIND THIS BANK GUARANTEE NO:……HAS BEEN BLOCKED IN FAVOUR
OF ………………………
O
F
F
I
C
E
R
N
A
M
E
I
S
S
U
E
R
B
A
N
K
D
E
S
I
G
N
A
LESSEE’S SIGNATURE 34/43 LESSOR’S SIGNATURE
TRANSACTION CODE:
LESSEE’S CODE: 1006207.01.04.240127
LESSOR’S CODE:
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 investing Member, and
the nature and origin of the funds that are to be utilized. All parties have an obligation to respect
professional secrecy 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.
Company Profile: Describe the nature of the Leasing entity, Ownership, directors, company objectives in
the space below.
Attached hereto as Evidence of the Companies registration is copy of the Companies Business License and
Secretary of State Certificate of good standing
It is agreed that facsimile or electronic copies of this Client Information Sheet, or any other associated
documents to this transaction, are as valid and legal as delivered originals.
I,.................., Hereby Swear, under penalty of perjury, the information given above is accurate and true.
NON-SOLICITATION STATEMENT
I, (RAED DARWISH), AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU
AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF
OF MYSELF, REGARDING CURRENTLY AVAILABLE FUNDS FOR EXCHANGE AGAINST BANK GUARANTEES, TO
SERVE ONLY MY INTEREST, EDUCATION AND NOT FOR FURTHER DISTRIBUTION.
I AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS IN DIRECT RESPONSE TO MY
REQUEST AND IS NOT IN ANY WAY CONSIDERED OR INTENDED TO BE A SOLICITATION OF FUNDS OF ANY
SORT OR TYPE OF OFFERING AND IS FOR MY GENERAL KNOWLEDGE ONLY.
I HEREBY AFFIRM UNDER FULL PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS INFORMATION
FROM YOU AND YOUR ORGANIZATION OF MY CHOICE AND ON MY FREE WILL AND FURTHER, THAT YOU
HAVE NOT SOLICITED ME IN ANY WAY.
I HEREIN REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED WITH ANY GOVERNMENT
AGENCY SUCH AS SECRET SERVICE, IRS, FBI, CIA, SEC, BANKING COMMISSION, OR ANY AGENCY WHOSE
PURPOSE IS TO GATHER INFORMATION REGARDING SUCH OFFERING.
FURTHER, I HEREBY DECLARE THAT YOU HAVE DISCLOSED THAT YOU ARE NOT A LICENSED SECURITY
TRADER, ATTORNEY, BANK OFFICER, CERTIFIED PUBLIC ACCOUNTANT OR FINANCIAL PLANNER.
ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND
THAT THIS IS A TRANSACTION THAT IS EXEMPT FROM SECURITIES ACT OF 1933/34 AND NOT INTENDED
FOR THE GENERAL PUBLIC, BUT “JUST FOR MY PRIVATE USE ONLY”.
CORPORATE RESOLUTION
(RAED DARWISH), HOLDER OF (JORDAN) PASSPORT NUMBER (Q402568), SHALL BE AND IS HEREBY APPOINTED
TO SERVICE AS DIRECTOR OF FINANCE OF THE COMPANY AND THAT HE IS FULLY AUTHORIZED TO ACT
INDIVIDUALLY AS THE SOLE REPRESENTATIVE OF THE COMPANY TO EXECUTE ALL NECESSARY DOCUMENTS ON
BEHALF OF THE COMPANY IN CONNECTION WITH A BANK GUARANTEE TRANSACTION, AND TO EFFECT THE
OPENING AND OPERATION OF BANK ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY
BANK [S] HE SHALL SELECT, AND BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE
FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE IVESTMENT OR DEPOSIT CONTRACTS WITH
HIS SELECTED SOURCES AND
BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS DISCRETION, FOR AND IN THE
BEST INTERESTS OF THE COMPANY. IT WAS FURTHER RESOLVED THAT MR. R A E D D A R W I S H , AS THE
PRESIDENT OF THE COMPANY, SHALL BE AND IS HEREBY AUTHORIZED AND DIRECTED TO CERTIFY THAT
THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN FULL CONFORMITY WITH THE
CHARTER, BY LAWS AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING
RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE
PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED.
IT IS FURTHER CERTIFIED THAT THE ABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY ELECTED
AND APPOINTED TO HOLD OFFICE AND IS PRESENTLY HOLDING OFFICE AND IS EMPOWERED TO ACT FOR AND
ON
BEHALF OF THE COMPANY, AND THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL
VALUE TO THEIR ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN
CERTIFICATION OF THE ABOVE RESOLUTIONS & PROVISIONS ON THIS 11TH DAY OF OCTOBER 2023.
A BANK GUARANTEE TRANSACTION, AND TO EFFECT THE OPENING AND OPERATION OF BANK
ACCOUNTS ON BEHALF OF AND FOR THE BENEFIT OF THE COMPANY AT ANY BANK [S] HE SHALL
SELECT, AN D BE A SIGNATORY THEREON, TO ACCEPT AND DISBURSE FUNDS THERE FROM, AT HIS
DISCRETION AND DETERMINATION, AND TO EXECUTE IVESTMEN T OR DEPOSIT CONTRACTS WITH
HIS SELECTED SOURCES AND BANKS WITH RESPECT TO THE COMPANY’S DEPOSITS THEREIN, AT HIS
DISCRETION, FOR AND IN THE BEST INTERESTS OF THE COMPANY. IT WAS FURTHER RESOLVED THAT MR.
Raed Darwish, AS THE PRESIDENT OF THE COMPANY, SHALL BE AND IS HEREBY AUTHORIZED AND
DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVIS