LC - International Investment Council

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					Our Ref. 09.01
Nov 12, 2010

___________XXX____________ Ltd.
___________________, CEO
__________________ St.,
______________, ___(country)_____
                                             LETTER CONTRACT *
                                                                                                   Client’s Code: S.XX/YYY
Dear Mr. ___________:
Re. Project: ”_______________________________________ “

This Letter Contract (“LC”) is to confirm that WE, International Investment
Council, Washington, D.C., U.S.A., (“IIC”), are ready and have the ability to provide
        X                                X
YOU, ___XXX___ Ltd., ___(country)____, (“XXX”) the service, we have been requested
by your letter #_____/___ of __/__/2011. This confirmation is subject to our busi-
ness due diligence associated with the investment service transaction whereto
and follows Advisory Board Resolution of __/__/2011.
This LC objective is limited to a first pre-arranged agreement wherethrough
[i] your loan application should be made and delivered to one of the U.S. federal-
government credit agencies (“the Agency”) for approval of your eligibility as bor-
rower; and [ii] further mutual obligations to be outlined provided your eligibility
is thereafter confirmed.
We, hereby, propose the following general terms and conditions in two phases:

               Design Development Phase:
         1.Information. XXX shall provide all technical data and other information
             about the Project―production facility and technology in connection
             thereof (specification and commercial information), your company’s full
             financial information and the business environment on the place of
             business where the Project domiciles – all required for making business
             & environmental planning – submitted on a day-to-day bases in close
             cooperation and permanent direct contact with XXX’s experts or
             through Mr. _____________ ____________, ___(country)____.
                                                                                                 One month
                                                         from the pre-agreed date after your LC confirmation
         2. XXXs Promissory Note guarantee (if you are not a creditworthy compa-
            ny) by a creditworthy sponsor (local or U.S. one); discussions with the
            Agency’s regional office and/or the U.S. loan service bank, accredited
            under Master Agreement with the Agency, or with the U.S. Sponsor rec-
            ommended thereof.

    … with facilitating support interactive links for translation purpose only, when used online

              3. Borrower’s own funds participation in the credit transaction with an
                 amount equal to 15 percent of the face value of the U.S. State Guarantee
                 as credit facility should be ready for wire transfer. In case you are not in
                 position to make this front payment, we should negotiate with a credi-
                 tor to do so. This option (if assigned to us) is subject of further discus-
                 sions in term and cost value only.
              4. Admission fee deposit quota disbursement encompassing as follows: fil-
                 ing fee (the Agency fee incl.), flat rate, round business trip(s) expenses
                 and office overheads in full for the first month (as we will be at least one
                 month only tightly busy with your project) integrally connected to the
                 Project (allowance hereunto included, except any IIC expert’s salaries,
                 profit and bonuses). The deposit, single one or renewable (if the case so
                 requires), is finally refundable in the part of the last quota remaining
                 unexpended; and further retrieved; and permanently duly accounted.
              5. Business plan. IIC shall make the first blueprint of the business incl.
                 [i] Cash-flow Pro-forma Budgeting and [ii] Project Overview both made
                 on the preliminary info bases of the Project based of expert evaluation
                 of the required capital goods and services including local country ex-
                 penses and the expected revenues. No any service charge is therefor due
                 (except the respective overheads only).
              6. Consideration. In this First Development Phase XXX shall pay the IIC’s
                 period costs only. No any opportunity cost is subject of remuneration.
              7. Application for eligibility. IIC shall request on behalf of XXX that the
                 Agency issue Confirmation of Eligibility of the loan applicant, XXX, by
                 delivering to the Agency at its address for notices specified herein an
                 Application therefore, completed to the satisfaction of the Agency, and
                 such other certificates, documents and other papers and information as
                 the Agency may request. Upon receipt of any Application, the Agency
                 will process such Application and the certificates, documents and other
                 papers and information delivered to it in connection therewith in ac-
                 cordance with its customary procedures and is expected to issue
                 promptly the Confirmation of Eligibility requested thereby (but in no
                 event shall the Agency be required to issue any Confirmation of Eligibil-
                 ity earlier than seven business days after its receipt of the Application
                 therefore and all such other certificates, documents and other papers
                 and information relating thereto) by issuing the original of such Confir-
                 mation of Eligibility to the beneficiary thereof or as otherwise may be
                 agreed by the Agency and IIC. The Agency shall furnish a copy of such
                 Confirmation of Eligibility together with full set of documents in hard
                 copies for to the Borrower/XXX promptly following the issuance there-
                                                                    wired against Pro-forma Invoice
              8. Final settlement. IIC reports the fee deposit/operating period cost bal-
                 ance for settlement and the final results achieved.

Contractor,                                                                                 Principal,
initials:                                                                                     initials:

                                           www.ii c-l
              Option A: The result is positive and entirely accepted by XXX – first
              payment of the agreed service fee as fixed herein below;
              Option B: The results are positive in part or completely either XXX ap-
              proves the IIC’s service but the goal―XXX’s Eligibility―is not confirmed
              by the Agency (e.g. XXX Promissory Note that secured the loan is not ac-
              cepted or 15-percent own funds participation is not available) or the
              Confirmation of Eligibility by the Agency is available in time;
              [i] first payment of a part of the agreed service fee affixed on a single
              XXX’s decision bases, mutually consented, is paid; XXX obtains the right
              to use said result(s); or
              [ii] the first payment is denied by XXX in whole; no further mutual obli-
              gations as herein below are outlined and agreed are in force; XXX has
              not right to use said result(s) in part and in whole in any legal form.

              “Steps-to-follow” Phase : strictly recommended (provided the above
              Opt A or Opt B (i) works:
               a) Confirmation. XXX writes Letter of Interest simply confirming its
                  general acceptance the first phase’s results and pays IIC‘s fee ac-
               b) Professional Service Cost-Plus Fixed Fee (CPFF) Contract see more!
                  conclusion; to be delivered to NGE for review and approval process
                  upon receiving of said Letter of Interest.
               c) Credit loan application. IIC shall advice and assist XXX in medium-
                  term credit loan application, proceeding as set up in Provision 8
                  herein above. In connection thereof, the Agency will provide U.S.
                  State Guarantee for the beneficiary of XXX to a U.S. service bank in
                  Europe that will extend and serve the credit in 85% of the total
                  price of the loan for delivery the capital goods on c.i.f. bases and
                  services as the business plan so provides, plus up to 15% of the to-
                  tal export price for local country expenses integrally connected to
                  the Project. The Agency shall furnish a copy of such State Guarantee
                  to XXX promptly following the issuance thereof.
              d) Service Fee:
                   (i) Modification and update of the business plan, project appraisal
                       of the technical & construction design, action plan to secure the
                       repayment of the loan and SWAT analyses with a financial re-
                       mote control system; service charge—an advance payment fee
                       of XXX’s own funds to IIC for the operating and period costs
                       that usually associate with development of a project prior to
                       the Price and Availability (P&A) data becomes available.
                                                                 5⅜% front payment own funds: __,___.-
                                                                94⅝% balance borrowed funds: ___,___.-
                                         Paid as follows:
                                                                15% front payment owned funds: __,___.-
                                                                 85% balance borrowed funds: ___,___.-

Contractor,                                                                                     Principal,
initials:                                                                                         initials:

                                       www.ii c-l
                   (ii) Web presentation. IIC (or its subsidiary) shall design and host
                        web site of the Borrower whereon password secured financial
                        records of the Project will be permanently uploaded for remote
                        control of the cash flows by the Agency observer expert.
                                                            15% front payment borrowed funds: 2,250.-
                                                               85% balance borrowed funds: 12,750.-
                   (iii) Limitation of cost clause will be included in the PSC in respect of
                         said Flat Rate in order either to protect XXX against cost over-
                         run or failure of IIC to run and finalized the assigned job be-
                         cause the flat rate as a part of said Front Payment Funds as the
                         above Provision “d”[i] stipulates occurs significantly lower than
                         the real costs should be made in fact; and
                   (iv) Final settlement. All payments, first from owned funds and later
                        borrowed) shall be made in cash (free remittance wire or draft)
                        each within 10 consecutive days from the date of the Pro-forma
                        invoices for the correspondent stage as the PSC will stipulate.
              e) Corporate guarantee. XXX writes corporate Promissory Note for the
                 Benefit of the Agency in compliance with specimen it will be fur-
                 nished with, promising to pay the 6-month installments under the
                 credit agreement with the Agency and exposure fee (annual interest)
                 (no bank guarantee is therefor required).
              f) Guarantor warranty (optional). In case XXX is not approved as a cre-
                 ditworthy borrower and deed said Sponsor to guarantee its Promis-
                 sory Note, XXX may set up a JV-Project Company (JVPC) with the
                 Sponsor on parity bases; Sponsor’s participation in XXXs Project
                 company does not last after repayment of loan, or otherwise might be
                 subject of pre-arranged agreement.
              g) Indemnity (optional). IIC, if the above (Para “f”) casus occurs, may
                 prepare, print and provide corporate first-mortgage bonds as securi-
                 ty, backed-up by the Borrower’s (or JVPC’s) shares and bond inden-
                 ture draft that the parties therein will sign; the number of the bonds
                 is equal to the number of installments that amortize the debt; the
                 bond maturity terms co-exist with the debt life.
              h) Front Payment. XXX shall make advance payment of 15% of each pur-
                 chase contract (purchase order) price for commencement of manu-
                 facturing the Project’s capital goods—equipment, services and other
                 gods (if any)—delivery of tracks, motor cars, computers, security
                 equipment, etc, as the case may be. Such payment or payments could
                 be made as follows:
                   [i] to the Agency, a lump sum prior to start and appear any other
                        events in performance of the credit agreement; full term interest
                   [ii] to the seller/supplier/U.S. exporter of the capital goods and
                        services, option available if the Borrower/buyer/importer/
                        XXX is directly inquired, negotiate and contract the delivery;
Contractor,                                                                                   Principal,
initials:                                                                                       initials:

                                        www.ii c-l
                                   the offered price in this case is expected to be 25-30 percent
                                   higher than in case the buyer/exporter would be a local U.S.
                             [iii] to IIC as bridge-loan provider, financial fee-only advisor, which
                                   is in position to inquire, receive and provide low-cost offering
                                   through the support of U.S. Small Business Administration and
                                   other federal-government programs for assistance in financing
                                   the export of U.S. goods and services to international markets
                                   and enable U.S. companies—large and small—to turn export
                                   opportunities into real sales that helps the U.S. job grow.
                       i) Delivery of capital goods, turnkey launched in operation. Delivery
                          term is usually not longer than 18 months from the date of front
                          payment (to be discussed upon receiving of quotations/purchase or-
                       j) Payment of bonus to IIC as percentage of the Project price (to be fixed
                          on single proposed bases by XXX; no Parties’ bargaining position is
                          supposed in connection therewith).
              Date of confirmation of this LC means the last of both dates you sign and return
              this LC and receiving of Admission Fee first deposit quota wire transfer.
                                                                          Respectfully submitted,

                                                                          Prof. George Angelow,

              _____________ _____________

Contractor,                                                                                                                                    Principal,
initials:                                   Registered Address: NRAI, 1090 Vermont, N.W. Suite 910, Washington, DC, 20005, U.S.A.,               initials:
                                                                                                                                               EIN: 26-2430773
                                            B u s i n e s s O f f i c e : 5 Wi nt e r Pl . , Mel r os e - Boston MA 02176, U.S.A. ph. 1-857-222-0292

                                                            www.ii Kanitc St., Sofia 1606, Bulgaria, EU, ph/ e fax. +359-2-852-4564, cell: +359-888-69 07 96
                                            Compliance Office: 20 F. c-l

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