75+1-SS-MTN-LOI-IMFPA-HSBC-BARCLAYS

(ON BUYER’S LETTERHEAD TYPED IN 11 SIZE FONT WITH FULL ADDRESS,

PHONE FAX AND EMAIL WITH EACH PAGE NUMBERED AND INITIALED.)

 LETTER OF INTENT

(MEMORANDUM OF AGREEMENT)

Date                          :

Transaction Code    :

Seller’s Code            :

Buyer’s Code        

To： SEACOAST SECURITIES, LLC

Via：Dr Wilson Christson   :

I, Mr. xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx as authorized signatory for xxxxxxxxxxxxxxxxxxxxxx,                                           under penalty of perjury, hereby confirm with full legal and corporate responsibility, that we are ready, willing and able to undertake for the exchange of the herein described Medium Term Notes (“MTN”) derived from legal sources and of non-criminal origin through our banking resources under the terms and conditions stated herein.

BANK INSTRUMENT DESCRIPTION

Instrument:        Medium Term Notes (MTN).

Format:               Per Standard Top World Bank / ICC Format (EXHIBIT AA) 

Issuing Bank:     COMMERZBANK, HSBC, BARCLAYS.

    Currency:            USD/Euro

Term:                  Ten (10) years and One (1) day.

Age:                     Slightly Seasoned.

Isin No:               TBA on Request to end buyer

Interest Rate:     (7.5% ) in EURO/USD, paid annually in arrears.

Total Amount:    (EUR) Euro with Rolls and Extensions.

First Tranche:    Euro  Five hundred million or Euro 1B

Subs Tranches:  As agreed by both Principals.

    Denomination:  USD/EURO 100M, 250M, 500M, and 1B, as available and as mutually agreed.

Invoice Price:     Seventy Eight percent (78%)  of Face Value or better.

Commission:     (1%) percent of Face Value, 1/2% For Seller’s Side And 1/2% For Buyer’s Side.

Payment:            POF BY MT799/MT103-23 SWIFT cash backed .after confirmation of POF within

                            7banking days  We deliver by MT760 Medium Term Notes (MTN).All fees

                              paid by wire transfer

 Delivery:           Original Hard Copies bonded couriered bank-to-bank within Seven (7)

                                 international banking days per instruction.

PROCEDURES:

1.            Buyer submits this Letter of Intent (LOI) / Memorandum of Agreement (MOA) with full banking Co-ordinates, and Client’s Information Sheet, Non-Solicitation Letter, Company Registration and Copy of the Signatory’s Passport, Corporate Resolution, Indemnity Pay Protection Agreement.

2.          After completion of Seller’s “Due Diligence”, the Seller signs, stamps and returns by Fax/Email the LOI, which will become a Memorandum of Agreement (MOA), With Seller’s full banking Co-ordinates.  Fax/Email copies of this MOA will initiate the Transaction.

3.           Within three (3) international banking days Seller will issue an invoice to buyer and  ,   verbiage of the  POF(MT799 or MT103-23)  to the buyer ,buyer received invoice and verbiage of the POF

4.          Buyer instruct his bank to send POF by swift MT799  or MT103-23 to the sellers  provided receiving bank coordinate and send swift copy to buyer, After verification and authentication of the SWIFT POF MT799/MT103-23.

5.         The Seller shall deliver the “Bank Certified Invoice of Medium Term Notes (MTN)” to Buyer’s Bank together with Printout of Euroclear Screen containing but not limited to CUSIP/ISIN Numbers, Issuing Banks, Date of Issuance and Maturity, Denominations, Text of Instrument, Custodial Safekeeping Numbers, Euroclear Screen Access Codes, Full Bonding Power information, etc.  (Note: “Private Placement” to be shown on the Invoice Price on Corporate Invoice and No price shall be shown on screen).

6.         After verification and authentication of the Corporate Invoice, Buyer will accept the Medium Term Notes and within eight (8) banking hours, Buyer’s Bank shall release the payment via SWIFT Wire Transfer to Seller’s Bank.

7.          The Hard copies of the Medium Term Notes to be delivered via bank bonded courier to Buyer’s Bank within seven (7) banking days after the payment being received by Seller’s Bank.

8.          All subsequent tranches will be based on the same procedures until collateral or funds become exhausted.

9.         NOTE: NON PERFORMED PARTY UPON THE TIME SCHEDULE WILL PAY PENALTY OF 2% OF THE CONTRACT VALUE AND HIS PASSPORT WILL BE LODGE FOR INTEROGATION WITH FBI/ICC.

                                             

                                                  Banking coordinates:

Buyer’s Full Banking Coordinates
               

                 Bank Name:                     
                 Bank Address:     

           SWIFT Code:       

     Bank Officer:       

     Bank Tel. No.:     

     Bank Fax No.:      

     Account Name:   
    Account No.:

           

 Seller’s Full Banking Coordinates:

               

                 Bank Name:                     
                 Bank Address:     

           SWIFT Code:       

     Bank Officer:       

     Bank Tel. No.:     

     Bank Fax No.:      

     Account Name:   
    Account No.:

SELLER RESERVES the right TO USE ANY OF HIS BANK ACCOUNT TO RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

                                                             PROVISIONS:

                                                                  

                                                              

1. Any unauthorized bank calls, probes, communications and any improper solicitations or disclosure involving any bank concerned in this transaction will result in the immediate cancellation of this transaction and subject the violating party responsible for damages.
2. This Letter of Intent (LOI) / Memorandum of Agreement (MOA) shall be binding upon and inure to the benefit of the Parties hereto, their respective executors, administrators, heirs and successors, and may not be assigned by either Party without to express written consent of the other Party.
3. The Parties further attest that they are informed and aware of the Status prohibiting fraudulent investment advice. The Parties have not relied in the Financial Transaction(s) (or any portion thereof) pursuant to the United States Securities Act of 1933 or its Agreement and the Financial Transaction(s) occurring are exempt from the Securities Act and are not intended for the general public.
4. The Parties agree that all information contained herein is for the express knowledge, benefit and private use of the Parties to this Letter of Intent (LOI) / Memorandum of Agreement (MOA). This Letter of Intent (LOI) / Memorandum of Agreement (MOA) shall be kept in strictest confidence and may not be reproduced or conveyed in any manner or method whatsoever including any electronic reproduction or verbally transmitted, sanitized, to any third party without the express written consent of the other Party and neither Party shall attempt at any time to violate this provision, except as herein exclusively provided.
5. This Letter of Intent (LOI) / Memorandum of Agreement (MOA) is a full recourse commercial commitment governed by the laws of the jurisdictions in which both parties reside and standards under ICC Regulations.
6. Should any provision or portion of this Letter of Intent (LOI) / Memorandum of Agreement (MOA be held to be unenforceable or invalid for any reason, only that provision or portion shall be affected and shall be changed or amended by the Parties hereto in the manner which most closely conforms to the lawful meaning of the original provision or portion. The remaining provisions or portions of this Agreement shall remain in force and effect and shall not be affected by such holding.
7. The standards of the International Chamber of Commerce, Paris, France, regarding Non-Circumvention and Non-Disclosure, Payment of Fees together with the Force Majeure are deemed to be included in the body of this Agreement, even though not explicitly stated herein.
8. The FORCE MAJEURE exception clause of the International Chamber of Commerce (I.C.C. Publication #421) is hereby incorporated in and made an integral part of this document.
9. Both parties hereby affirm and attest that each has the authority to accept and execute this full legal contract and to be bound by its terms and conditions.
10. This transaction constitutes a private placement for the purchase and sale of bank instrument, conducted between Two (2) 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 or as amended by law or any other nation.
11. The Parties acknowledge that they have read this Agreement in their entirety and have had adequate legal and financial counsel sufficient to legally and fully understand its contents and agree to its terms and conditions.
12. Facsimile copies of this document when fully executed are to be considered original and binding. This Corporate Offer / MOA is binding to the parties upon acceptance.

                                                           MUTUAL INDEMNITY:

1. The parties agree to fully indemnify each other against the failure of either party of the Collateral Provider to carry out their respective obligations in the Agreement (LOI/MOA).
2. The failure of the Collateral Provider will be deemed as failure on the part of the Seller’s and the Buyer’s shall be held responsible as the offending party.
3. The offending party shall be solely liable and accountable for all damages and costs claimed by third parties against the aggrieved party as well as to compensate a reasonable and justifiable amount to the aggrieved party.

                                         INVALIDATION AND COMPENSATION:

1. The parties shall endeavor with every reasonable means to keep this Agreement and subsequent agreements strictly confidential and safely away from third parties.
2. Agreements shall be invalidated immediately should any copy falls into the hands or custody of third parties irrespective whether material damages were caused or not.
3. The aggrieved party shall refer the offending party for arbitration as prescribed on Clause 7 to access the compensation for costs, expenses and damages incurred by the aggrieved party for the invalidation.

                               NON-CIRCUMVENTION AND NON-DISCLOSURE:

1. The Parties fully agree to abide with general principles of the international Chambers of Commerce concerning non-circumvention and non-disclosure in their conduct with each other.
2. In the event of such an offence occurring, this agreement shall be invalidated immediately and Clause 9.3 shall apply.

                                        ARBITRATION AND GOVERNING LAW:

All questions or differences whatsoever which may at any time hereafter arise between the parties in relation to this Agreement and subsequent agreements or parts thereof shall be referred for arbitration by one (1) or two (2) arbitrations which number the parties shall agree to, subject to the provisions of law relating to arbitration in [Country] as may be in force from time to time.

We hereby acknowledge and confirm that neither the Collateral Provider nor their associates, nor any person on their behalf solicited me in any way whatsoever that can be construed to be a solicitation herein.

We hereby confirm with full authority that the above terms are agreed and acceptable.

For and on behalf of BUYER:                              For and on behalf of SELLER:

                                               

_________________________                                  _________________________

Authorized Signature,                                             Authorized Signature,

Print Name:                                                               Print Name:  

Title:                                                                           Title:  

Passport No.:                                                             Passport No.:  

Issuing Country:                                                       Issuing Country:  

Date:                                                                           Date:

Seal:                                                                            Seal:

EXHIBIT AA.  – MEDIUM TERM NOTE (SPECIMEN ONLY)

                                               MEDIUM TERM NOTE (SPECIMEN)

(FINAL VERBIAGE AS PER ISSUING BANK/ STANDARD ICC FORMAT)

No.                              :

Amount                      : US$/Euro ___, 000,000.00 (___ Billion Euros)

Currency                     : US$

CUSIP No.                   :                      

ISIN No.                      :

Issued at                     : __

Issue date                   :

Maturity date            : Ten (10) years + One (1) day

For value received, we, the undersigned, [--Issuing Bank--], hereby irrevocably and unconditionally without protest or notification promise to pay against this Medium Term Note to the order of [--name of beneficiary--] the bearer or holder thereof, at maturity, the sum of [--in figures and words--] Euros in the lawful currency of the European upon presentation and surrender of this Guarantee at the office of [--name and address of Issuing Bank--].

Such payment shall be made without set-off and clear of any deductions or charges, fees, or withholdings of any nature now or hereafter imposed, levied, collected, withheld or assessed by government of [---country of issue---] or any political sub-division or authority thereof therein.

This Medium Term Note is transferable, assignable and divisible without notification of the issuing bank and payment of any transfer fee.

This Medium Term Note is subject to the Uniform Customs and Practice for Bank Instrument in accordance with the International Chamber of Commerce Publication No. 500 (latest revision).

This Medium Term Note shall be governed by and shall be construed in accordance with the law of [--country of issue--].

For and on behalf of

[---Name of issuing bank---]

______________________________                            ____________________________

Name of Bank officer                                                            Name of Bank Officer

Title                                                                                           Title

                                          MT799 POF BY SWIFT

sender bank info:----------------------------------

reciever bank info:-----------------------------

We, client bank  , (full address), hereby confirm with full bank responsibility that our client, ( insert the name of the client ) as of this date, has euro 00.000.000  ( million euro) in his account, nbr …………. With us.

We further confirm that the funds in the amount of euro 00.000.000 ( million euro) are hereby reserved in your favour xxxxxxxxxxxxxxxxxxxxxxx and that these funds shall remain so reserved for a period of thirteen (13) calendar months, from the date of this swift, for their full use and benefit.

We confirm that these funds are unrestricted, free of any liens or encumbrances, clean and legally obtained and are freely available for investments.

We also confirm that this callable, transferable and assignable bank confirmation swift is a fully confirmed instrument that may serve as collateral to secure any loan, credit line or credit facilities.

This swift is verifiable on a bank-to-bank basis by a nominated bank officer contacting the undersigned.

This bank instrument is subject to the uniform custom and practice (1993 revision) under international chamber of commerce publication number 500.

 _____________________ ______________________

Bank officer signature,                                                         bank office signature,

Print name                                                                            print name:xxxxx

Pin no                                                                                   pin no

Title title:

Phone:                                                                                phone:

                             MT103-23  BY SWIFT

swift pof via mt103-23 from buyer bank to seller bank verbiage

sender bank info:----------------------------------

reciever bank info:-----------------------------

TO:

WE, ……………….. BANK OF ……….ON BEHALF OF OUR CLIENT, ……………….. WITH BANK ACCOUNT NO. __________________________ IN REFERENCE TO ……………….. CODE ………………………… AND REFERENCE THE CREDIT FACILITIES WHICH YOU ARE GRANTING TO………………….. HERETO GIVE OUR UNCONDITIONAL, IRREVOCABLE AND CALLABLE UNDERTAKING BY OUR AUTHENTICATED SWIFT MESSAGE MT-103 AND WITH FULL BANKING RESPONSIBILITY HEREBY COMIT AND CONFIRM OUR REMITTANCE TO YOU UPON YOUR FIRST WRITTEN DEMAND, WAIVING ALL RIGHTS OF OBJECTION AND DEFENCE, ANY AMOUNT UP TO A MAXIMUM OF ______________ EURO

€ 00,000,000.00 (…………………………. MILLION EURO ) TO THE ACCOUNT OF YOUR CLIENT,………………………………… ACCOUNT NO ……………………………

OUR UNDERTAKING FOR THE PAYMENT ON THIS COMMITMENT IS FREELY DIVISIBLE, ASSIGNABLE, TRANSFERABLE, WITHOUT PROTEST AND PRESENTATION TO US.

PRINCIPAL, INTEREST, COMMISSIONS AND CHARGES/COSTS ALL INCLUDED, UPON RECEIPT OF YOUR REQUEST FOR PAYMENT BY MAIL OR DULY TESTED TELEX/AUTHENTICATED SWIFT CONFIRMING THAT THE CLAIMED AMOUNT IS DUE AS …………………… (INSERT NAME AND ADDRESS) HAS NOT REPAID THE CREDIT AMOUNT AT MATURITY.

THIS PAYMENT OBLIGATION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUBSTANTIVE SWISS LAW (I.E. EXCLUDING CONFLICT OF LAWS RULES AND REGULATIONS). ANY CONFLICT ARISING OUT OF OR IN CONNECTION WITH THIS PAYMENT OBLIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THECOMMERCIAL COURT OF THE CANTON OF ZURICH, WITH RESERVE OF APPEAL TO THE SWISS FEDERAL COURT.

THIS IS THE FULLY OPERATIVE MESSAGE AND NO MAIL OR CONFIRMATION WILL FOLLOW.

THIS IS AN OPERATING BANK COMMITMENT OF PAYMENT WITH SAME DAY VALUE AND AS DAY OF RECEIPT OF OUR SWIFT MT 103 AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENT.

Bank Officer(s)                                                      Bank Officer(s)

PIN PIN

TEL                                                                         TEL

FAX                                                                         FAX

Email :                                                                     Email :

Name:

Title:

Nationality:

Passport  No:

Country of Issue:   Date of Issuance:   Expiry:

(buyer’s PIC ID IN COLOR)

Name:

Title:

Nationality:

Passport  No:

Country of Issue:   Date of Issuance:   Expiry: