Currency Exchange Programme(Option-2)
1.1 DESCRIPTION OF THE EURO (EUR) CURRENCY:
CURRENCY: EUROS, LEGAL TENDER OF E. U.
ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN.
YEAR OF CURRENCY ISSUE: CURRENT VALID CURRENCY, IN CIRCULATION,
FREE FROM ANY LIENS OR ENCUMBRANCES,
FREELY TRADABLE IN ANY COUNTRY
CONTRACT QUANTITY: EQUIVALENT AMOUNT OF USD 500 BILLION WITH ROLLS & EXTENSIONS
FIRST TRANCHE: EQUIVALENT AMOUNT OF USD 49.5 MILLION
SUBSEQUENT TRANCHES: PER TRANCHE SCHEDULE AS AGREED IN APPENDIX 2
1.2 DESCRIPTION OF THE UNITED STATES DOLLARS (USD) CURRENCY:
CURRENCY: UNITED STATES DOLLARS, LEGAL TENDER OF USA.
ORIGIN OF CURRENCY: NON-CRIMINAL ORIGIN.
YEAR OF CURRENCY ISSUE: CURRENT VALID CURRENCY; IN CIRCULATION,
FREE FROM ANY LIENS OR ENCUMBRANCES,
FREELY TRADABLE IN ANY COUNTRY
CONTRACT QUANTITY: USD 500 BILLION WITH ROLLS & EXTENSIONS
FIRST TRANCHE: USD 49.5 MILLION
SUBSEQUENT TRANCHES: PER TRANCHE SCHEDULE AS AGREED IN APPENDIX 2
2. TRANSACTION CONDITIONS:
TRANSACTION MODE: BANK TO BANK, LEDGER TO LEDGER TRANSFER.
RATE OF EXCHANGE: LONDON MORNING FIXING INTER-BANK EXCHANGE RATE.
BONUS: GROSS 15% USD, NET 10% TO THE EURO PROVIDER
CONSULTANCY FEES: TOTAL OF 5.0% ALLOWED TO BE SPLIT ON 50 / 50 BASIS
USD PROVIDER SIDE: 2.5% TO USD-P’S SIDE
TO BE PAID BY EURO-PROVIDER
EURO PROVIDER SIDE: 2.5% TO EURO-P’S SIDE
TO BE PAID BY EURO-PROVIDER
FEE TRANSACTION MODE: FROM EURO-P’S BANK UNCONDITIONALLY TO PAYMASTERS.
USD MOVES FIRST WITH LEDGER TO LEDGER IN EURO-PROVIDER’S BANK !
TRANSACTION PROCEDURES:
1.1. USDP & EURP DIRECTLY OR THROUGH THEIR AUTHORIZED MANDATED REPRESENTATIVE WOULD ACCEPT, SIGN, SEAL AND RETURN THIS PRIVATE FOREIGN CURRENCY EXCHANGE AGREEMENT (PFCEA) ALONG WITH CLIENT INFORMATION SHEET, SIGNATORIES’ PASSPORT COPY, MANDATE APPOINTMENT (CORPORATE RESOLUTION) TOGETHER WITH THE IMFPA WHICH IS AN INTEGRAL PART OF THIS PFCEA, BY FAX OR EMAIL (USDP SEND HARD COPIES TO EURP BY COURIER SERVICE) AND LODGE IT WITH THEIR RESPECTIVE BANKS.
1.2. UPON SIGNED CONTRACT THE EURP WILL ASSIST THE USDP TO OPEN AN ACCOUNT IN USD AT THE EURP BANK WHERE THE PFCEA WILL BE LODGED. IN A LEDGER TO LEDGER SYSTEM, WHERE THE USD WILL BE TRANSFERRED TO. (USDP WILL SUBMIT ALL NECESSARY DOCUMENTS FOR THE ACCOUNT OPENING AT EURP BANK)
1.3. THE USDP WILL DEPOSIT THE USD INTO HIS ACCOUNT IN EURP’S BANK AND INFORM THE EURP’S BANK OFFICER WHO WILL BE THE SAME FOR THE USDP AND THE EURP FOR READINESS TO TRANSFER USD TO EURP’S ACCOUNT BY LEDGER TO LEDGER ACCOUNT TRANSFER.
1.4. THE USDP WILL CONDITIONALLY TRANSFER HIS USD TO THE EURP ACCOUNT AS PER TRANCHE SCHEDULE, FIRST TRANCHE TO BE USD 49.5 MILLION AND SECOND TRANCHE TO BE AMOUNT AS PER TRANCHE SCHEDULE AGREED IN APPENDIX 2.
1.5. THE EURP BANK OFFICER, AFTER RECEIPT, VERIFY AND AUTHENTICATE THE FIRST TRANCHE OF USD, FROM THE USDP ACCOUNT, WILL EXECUTE THE UNCONDITIONAL TRANSFER IN EURO OF THE EQUIVALENT AMOUNT OF USD TO THE ACCOUNT (IN EURO) TO BE INDICATED, BY THE USDP, IN ACCORDANCE WITH THE BANKING INSTRUCTIONS WITHIN THIS AGREEMENT.
1.6. COMMISSION WILL BE PAID BY THE EURP TO BOTH SIDES ALL BENEFICIARIES AS PER THE IFPA.
1.7. FURTHER TRANCHES CONTINUE AS PER THE ABOVE PROCEDURE UNTIL THE USD IS EXHAUSTED OR THE PFCEA AMOUNT IS COMPLETED.
BANKING COORDINATES OF EURO PROVIDER AND USD PROVIDER AS PER APPENDIX “1”
The Parties must follow the guidelines provided by the rules of the banks on the Anti-Terrorism Act and the Patriot Act I and II. The Buyer will not be held responsible for any harmful money laundering.
2. BANKING COORDINATES AND INSTRUCTIONS FOR USD-P AND EUR-P:
The respective bank account details are listed in APPENDIX 1 attached and cannot be changed for the life of this agreement without written notice given to all beneficiaries of consulting fees and commissions five days prior to any change.
3. CONSULTANCY FEES:
The PAYOR OF THE CONSULTING FEES AND COMMISSIONS AS WELL AS THE EURO PROVIDER AND USD PROVIDER AS PRINCIPALS, irrevocably commit themselves to transfer, upon settlement of each tranche exchanged, including all rolls and extensions, the consultancy fees as follows:
A. CONSULTANCY FEES TO EURO-PROVIDER’S SIDE:
To be paid by the EURO Provider to the bank accounts designated by the PAYMASTER in APPENDIX 3 ATTACHED.
B. CONSULTANCY FEES TO USD-PROVIDER’S SIDE:
To be paid by the EURO Provider to the bank accounts designated by the PAYMASTER in APPENDIX 3 ATTACHED.
4. CONSULTANCY FEES BANKING INSTRUCTIONS AND INFORMATION:
THE EURO PROVIDER shall release and otherwise transfer funds in the form of USD for payment of The PAY ORDERS – Fee Agreement- attached herewith to the EUR and USD FACILITATORS & BENEFICIARIES, to the nominated bank accounts indicated in the Pay Orders, by SWIFT WIRE TRANSFER. All payments to facilitators wire transfers shall state the FOLLOWING instruction:
“FOR IMMEDIATE CREDIT- instant cash payment - same day value”
5. OTHER TERMS AND CONDITIONS:
1. EXCHANGE RATE: The exchange rate is agreed as the official inter-bank exchange rate fixed in the morning as of the date of exchange. The day when the EUROS funds are deposited in the USD Account for the transaction is considered as Exchange date.
2. TERM OF AGREEMENT: This contractual Agreement is a full recourse commercial commitment enforceable under the laws of the jurisdiction of USA, UK, Switzerland or any European Union country as it applies. And said law shall govern the interpretation, enforceability, performance, execution, validity and any other such matters regarding this Contract. And, it is in full force and effect until completion of the transaction and it is legally binding upon the Parties signatories, their heirs, successors and assigns, agents, principals, attorneys and all associated Parties involved in this contract transaction.
3. CODES OF IDENTIFICATION: The Parties to this contract agree that all documents related to this transaction shall indicate the codes as indicated herein. And, the codes shall not be changed during the term of this transaction contract, including all rollovers, renewals, extensions and all additions.
4. UNAUTHORIZED BANK COMMUNICATION: Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose Bank is to be contacted. Any unauthorized contact act is breach of this contract.
5. TAXES, INSTITUTIONAL COSTS: Both Parties hereto individually and separately accept liability of taxes, imposts, levies, duties or charges that may be applicable in the execution of their respective roles in this transaction.
6. PENALTY CLAUSE FOR NON-PERFORMANCE: Should any of the Parties herein fail to perform as required by this contract, once signed, and after the Term of Validity thereof had expired, then, the failing Party shall indemnify the other Party for an amount of the 2% of the total quantity of the transaction; and one percent of said two [2%] percent shall be paid and equally distributed, to each of the facilitators that made the introduction of the signatories possible, if the non-defaulting signatory to the contract files a default claim, if not, then, the two [2%] percent shall be paid to the facilitators only. The facilitators have the right to make a legal claim for such amount of two [2%] percent as it applies, of the total amount contracted, in any court of jurisdiction against the party failing to perform.
7. LAW AND ARBITRATION: This contract is a full recourse commercial commitment enforceable under the laws of jurisdiction of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC rules for arbitration, unless the aggrieved party takes legal action in a court of jurisdiction. The U.S.A., Swiss, British or any European Union Country Law shall be the applicable law, as the aggrieved Party may choose, and shall govern the interpretation, construction, enforceability, performance, execution, validity and any other such matters regarding this contractual agreement.
The Parties hereto acknowledge and agree that any discrepancy and/or dispute in application of this Agreement will be solved amicably, but if this is not possible, the arbitration procedure is to be followed.
This contract is intended to be performed in accordance with, and only to the extent permitted by all applicable laws of jurisdiction, ordinances, rules and regulations. If any provision of this contract be considered invalid or unenforceable, then, the reminder of this contract shall not be affected and shall be enforced to the greatest extend permitted by law.
8. NON-DISCLOSURE AND NON-CIRCUMVENTION: Both Parties are to be bound and to abide by the Non-Circumvention Non-Disclosure rules of all issues by the ICC, PARIS / FRANCE, last edition of which shall apply to this transaction for a period of five (5) years, no matter whether direct or indirect.
9. EDT- ELECTRONIC DOCUMENT TRANSMITTAL & COUNTERPARTS: This contract may be executed in multiple copies at different times and places, each being considered an original and binding. All facsimile / electronic transmittal/ communications relating to this transaction and which are mutually accepted by the Parties, shall be deemed legally binding and enforceable documents for the duration of the transaction.
10. FORCE MAJEURE: The “FORCE MAJEURE” exception clause of the International Chamber of Commerce (ICC Publication No. 421) is hereby incorporated and made an integral part of this agreement. A party cannot be held in default if the reason is caused by force majeure, case may be, when executed by both PARTIES