MASTER FEE PROTECTION AGREEMENT

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					                 MASTER FEE PROTECTION AGREEMENT
                                &
              IRREVOCABLE CORPORATE PAYMENT ORDER




     I. TERM SHEET
     LEASE INSTRUMENT: BANK GUARANTEE
     ISSUING BANK: ABNAMRO N.V., AMSTERDAM, THE NETHERLANDS
     BANK GUARANTEE NO: FH 012479
     CUSIP NO: 9451/919-09
     DATE OF ISSUE: FEBRUARY 26TH, 2009
     DATE OF MATURITY: FEBRUARY 27TH, 2010
     TERM OF LEASE AND BANK GUARANTEE: ONE YEAR AND ONE DAY
     DELIVERY MODE: DTC BLOCKING
     LEASE FEE: EURO 9,900,000.00 (NINE MILLION NINE HUNDRED THOUSAND
      EURO), I.E. 1) EURO 900,000.00 (NINE HUNDRED THOUSAND EURO) ISSUING
      COSTS AND 2) EURO 9,000,000.00 (NINE MILLION EURO) LEASE FEE
     PAYMENT MODE: (1) CONDITIONAL SWIFT MT 103/23 IN THE AMOUNT OF
      EURO 900,000.00 (NINE HUNDRED THOUSAND EURO) TO BE RELEASED UPON
      RE-ISSUE OF THE BANK GUARANTEE IN THE NAME OF BORROWER AND (2)
      SWIFT MT 103 IN THE AMOUNT OF EURO 9,000,000.00 (NINE MILLION EURO)
      UPON DTC BLOCKING OF THE BANK GUARANTEE IN FAVOR OF BORROWER
      BANK ACCOUNT
     COMMISSION FEE: EURO 1,000,000.00 (ONE MILLION EURO) PAYABLE BY
      BORROWER TO LENDER MANDATE MR. ELI PICHEL, LL.M.
     LENDER MANDATE & ATTORNEY: MR. ELI PICHEL, LL.M
     LENDER: KINGSLEY LTD

     BORROWER-




THE UNDERSIGNED, BORROWER XXX, , HOLDER OF PASSPORT XXX, HEREBY
IRREVOCABLY AND UNCONDITIONALLY GUARANTEES, WITH FULL PRIVATE AND
CORPORATE RESPONSIBILITY AND SUBJECT TO PENALTY OF PERJURY, TO PAY,
WITHOUT PROTEST, DELAYS OR DEDUCTIONS, UPON THE CLOSING OF EACH AND
EVERY TRANSACTION HEREIN, TO THE BENEFICIARY AND PAYMASTER NAMED
BELOW, AS FOLLOWS:




         FIDCUAIRY (CLOSED): PICHEL CONSULTANCY – MR. ELI PICHEL (DUTCH ID
         250714)
AMOUNT                       : 1% (ONE PER CENT) OF FACE VALUE OF LEASE
                             BANK INSTRUMENT OR EURO 1,000,000.00 (ONE
                             MILLION EUROS)

BANK                         : TBA




THE COMMISSION SHALL BE DUE AND PAID UPON THE CLOSING OF EACH AND EVERY
TRANSACTION HEREIN AND SHALL BE PAID IN EUROS

THE PAYMENT OF ALL COMMISSIONS SHALL BE MADE VIA BANK SWIFT WIRE
TRANSFER TO THE ABOVE MENTIONED DESIGNATED BANK ACCOUNT OF THE ABOVE
MENTIONED BENEFICIARIES.

THIS MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER AND THE PAYMENT OF THE COMMISSIONS HEREIN ARE SUBJECT
TO LAWS OF THE NETHERLANDS.

THIS MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER ARE IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL, AND MAY BE
ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN.

THIS MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE
SHALL BE DEEMED AN ORIGINAL AND ALL TOGETHER SHALL CONSTITUTE ONE AND
THE SAME DOCUMENT.

A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL
BE DEEMED BINDING ON THE “PARTIES” WITH THE SAME FORCE AS THE SIGNED
ORIGINAL.

THIS MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER ARE VALID WHEN COMMENCEMENT OF THE ABOVE-REFERENCED
TRANSACTION TAKES PLACE AND SHALL REMAIN VALID AND ENFORCEABLE FOR THE
FULL TERMS OF THIS TRANSACTION, INCLUDING ANY NEW AGREEMENT BETWEEN
THE BUYER AND SELLER AND/OR THEIR ASSIGNS.

THIS MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER ARE AN INTEGRAL PART OF THE ABOVE-MENTIONED
TRANSACTION.

THE ABOVE MENTIONED BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK
COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITTEN REQUEST TO
THE UNDERSIGNED.
NON-CIRCUMVENTION COVENANT:
ALL PARTIES HERETO AGREE NOT TO CIRCUMVENT, AVOID, BYPASS OR OBVIATE
EACH OTHER DIRECTLY OR INDIRECTLY TO AVOID PAYMENT OF COMMISSIONS OR
FEES IN ANY TRANSACTION PENDING, OR IN THE FUTURE, FOR AS LONG AS A
CONTRACT SHALL REMAIN IN FORCE BETWEEN TWO PRINCIPALS, OR, FOR A PERIOD
OF FIVE (5) YEARS FROM THE DATE OF EXECUTION OF THIS AGREEMENT SHOULD NO
CONTRACT RESULT. AT NO TIME SHALL EITHER PARTY DISCLOSE OR OTHERWISE
REVEAL TO ANY THIRD PARTY ANY CONFIDENTIAL INFORMATION, CODE OR
REFERENCE AND OR ANY SUCH INFORMATION ADVISED TO THE OTHER PARTY AS
BEING CONFIDENTIAL OR PRIVILEGED WITHOUT THE FORMAL WRITTEN PERMISSION
OF THE OTHER PARTY.

THIS AGREEMENT INCLUDES BY REFERENCE AND INCORPORATES THE STANDARD
INTERNATIONAL NON-CIRCUMVENTION AGREEMENT AND CONDITIONS AS SET
FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC PUBLICATION 500,
REVISED 1994) AND IS TO BE APPLIED TO ANY AND ALL TRANSACTIONS BETWEEN
WHERE THIS SELLER AND THIS BUYER FOR A PERIOD OF FIVE (5) YEARS.

THE BUYER-PAYER FURTHER AGREES THAT IF HE ATTEMPTS TO CIRCUMVENT,
BYPASS, ALTER OR CHANGE THIS AGREEMENT (OR THE SPIRIT OF THIS AGREEMENT)
BY CHANGING OR CAUSING TO BE CHANGED OR HAVING KNOWLEDGE OF ANY
CHANGES TO THE TRANSACTION NUMBERS, OR ANY OTHER TRANSACTION RELATED
CODES OR IDENTIFIERS, TO WILLFULLY AND KNOWINGLY AVOID PAYING THE FEES
OWED TO THE PAYEES LISTED HEREINBELOW, ANY ONE (OR ALL) OF THE PAYEES
LISTED MAY CONTACT THE SELLER, THE TRANSACTING BANKS, AND THE FED WITH A
BREACH OF CONTRACT, CEASE & DESIST ORDER AND ANY FURTHER BUYS WILL BE
HALTED.
IN THE EVENT OF THE BUYER-PAYER’S DIRECT OR INDIRECT CIRCUMVENTION OF ANY
ONE OR MORE PAYEES, THE BUYER-PAYER ALSO HEREBY IRREVOCABLY AGREES –
WITHOUT DELAY, PROTEST OBJECTION, OR DEFENSE – TO PAY THE CIRCUMVENTED
PAYEE(S) A LEGAL MONETARY PENALTY/AWARD EQUAL TO THE MAXIMUM INCOME
THE PAYEE(S) SHOULD HAVE REALIZED FROM SUCH TRANSACTION HAD IT NOT BEEN
FOR THE CIRCUMVENTION AND/OR AVOIDANCE OF PAYMENT, PLUS ANY AND ALL
EXPENSES, INCLUDING LEGAL, THAT WOULD INVOLVE THE RECOVERY OF THESE
FUNDS.

THE UNDERSIGNED GUARANTEES THAT THIS MASTER FEE PROTECTION AGREEMENT
AND IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE LODGED WITH HIS BANK
PRIOR TO CLOSING OF EVERY TRANSACTION CONFIRMED ABOVE.

THE UNDERSIGNED’S BANK SHALL PROVIDE THE BENEFICIARY, BY E-MAIL OR BY
FACSIMILE WITH COPIES OF THE SWIFT RELATED TO ALL PAYMENT INSTRUCTIONS
UPON THE CLOSING OF EACH AND EVERY TRANSACTION HEREIN.

APPROVED, AGREED AND GUARANTEED BY BORROWER:
2009


      NAME BORROWER:
      HOLDER OF PASSPORT:
      TELEPHONE:
      E-MAIL:


SIGNATURE AND SEAL:


BORROWER BANK COORDINATES:

NAME BANK:
ADDRESS BANK:
TELEPHONE BANK:
TELEFAX BANK:
NAME BANK OFFICER:
ACCOUNT NUMBER:
ACCOUNT HOLDER:
IBAN OR SWIFT:

				
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posted:10/1/2012
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