Deed of agreement to: sblc provider date of agreement

REPRESENTED BY
JAMES KENNETH REID
POSITION	MANAGING DIRECTOR
NATIONALITY	U.S. CITIZEN (AMERICAN)
PASSPORT NO.	502232030

HEREIN NAMED NEW ISSUE SBLC PROVIDER AS THE "LESSER", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN;

THE RECEIVER / LESSEE
COMPANY NAME	GLAMOUR INVESTMENT DEVELOPMENT LTD
COMPANY ADDRESS	17/F SIU YING COMMERCIAL BUILDING 151-155 QUEEN’S ROAD CENTRAL HONGKONG
CO. REG. NO.	1058246 36940408-000-07-12-9
REPRESENTED BY	MR. KIM LENG CHOON
POSITION	Director
NATIONALITY	SINGAPORE
PASSPORT NO.	E6527119J

HEREIN NAMED NEW ISSUE SBLC RECEIVER AS THE "LESSEE", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO FUND AGAINST THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW WITH GOOD, CLEAN,CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.
BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”.

DESCRIPTION OF INSTRUMENTS
1	INSTRUMENT	BG, ICC 758/600 FORMAT, CASH BACKED
2	TOTAL FACE VALUE	€1B – (ONE BILLION EUROS)
3	FIRST TRANCHE	€500M – (FIVE HUNDRED MILLION EUROS)
4	CURRENCY	EURO (EUR)
5	SBLC ISSUING BANK	ADS CANADIAN BANK
6	AGE	ONE YEAR AND ONE DAY
7	PRICE	10% (10 PERCENT) OF FACE VALUE OF THE STANDBY LETTER OF CREDIT
8	COMMISSION FEES	3.00% (THREE PERCENT)
9	DELIVERY MODE	SWIFT MT760 BG
10	PAYMENT	BY UNCONDITIONAL SWIFT MT103 WIRE TRANSFER WITIN 3-5 BANKING DAYS AFTER RECEIVING AND VERIFYING MT760 (WITHIN ONE BANKING DAY)
11	HARD COPY	ORIGINAL HARD COPY DELIVERED BY BANK BONDED COURIER WITHIN 3-5 BANKING DAYS.

TRANSACTION PROCEDURES:
LESSEE SUBMITS TO PROVIDER/LESSER THIS SIGNED AGREEMENT, TOGETHER WITH FULL BANK COORDINATES AND INCLUDE THE FOLLOWING:

1.1 LETTER OF INTENT/CONTRACT (LOI)

1.2 CLIENT INFORMATION SHEET (CIS) 1.3 CORPORATE BOARD RESOLUTION (CBR)

1.4 NON-SOLICITATION STATEMENT (NS)

1.5 NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (NCND)

1.6 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

1.7 BUYER SIGNATORY AND COLOR COPY OF PASSPORT (PPT)

1.8 BUYER COMPANY INCORPORATION CERTIFICATE (CERT)

1.9 LETTER OF ACCEPTANCE OF SBLC ISSUED BY ADS CANADIAN BANK (ANNEX 4)

1. THE RECEIVER SUBMITS TO PROVIDER THIS SIGNED DEED OF AGREEMENT (DOA), TOGETHER WITH CLIENT INFORMATION SHEET, (CIS), SIGNATORY’S PASSPORT COPY, CORPORATE REGISTRATION AND IMFPA.
2. AFTER SUCCESSFUL DUE DILIGENCE BY PROVIDER’S BANK, PROVIDER FILLS HIS SIDE OF INFORMATION IN THE DOA CONTRACT AND RETURNS CONTRACT AS COUNTERSIGNED WITHIN 2 BANKING DAYS.
3. PROVIDER'S BANK SEND SWIFT MT999 RMA REQUEST TO BUYER BANK FORACCEPTANCE AND UPON BUYER ACCEPTANCE OF PROVIDER'S BANK RMA (RELATIONSHIP MANAGEMENT APPLICATION FOR DIRECT COMMUNICATION BANK-TO-BANK) REQUEST PROVIDER’S BANK ISSUE MT799 PRE-ADVICE TO THE BUYERBANK. THE PROVIDER WILL SEND THE RECEIVER COPY OF THE SWIFT FOR TRACKING.
4. THE RECEIVER ON RECEIVING THE PRE-ADVICE VIA SWIFT MT799, WILL ISSUE BANK PAYMENT UNDERTAKING (BPU) IN THREE BANKING DAYS VIA SWIFT MT799 TO THE PROVIDER’S NOMINATED BANK, 10% - TEN PERCENT OF THE TOTAL FACE VALUE AND 3% - THREE PERCENT TO INTERMEDIARIES. THE RECEIVER WILL SEND THE PROVIDER A COPY OF THE SWIFT FOR TRACKING.
5. THE PROVIDER UPON RECEIPT OF THE BANK PAYMENT UNDERTAKING AND AFTER VERIFICATION THEIR BANK WILL ISSUE THE SWIFT MT760 SBLC TO THE RECEIVER’S BANK. THE PROVIDER WILL SEND THE RECEIVER A COPY OF THE SWIFT FOR TRACKING.
6. THE RECEIVER ON RECEIVING THE SWIFT MT760 SBLC AND AFTER VERIFICATION AND AUTHENTICATION, THE RECEIVER’S BANK SHALL RELEASE FULL PAYMENT WITHIN (5) - FIVE  BANKING DAYS TO THE PROVIDER AND INTERMEDIARIES VIA UNCONDITIONAL SWIFT MT103.
7. WITHIN FIVE (5) BANKING DAYS FROM THE PROVIDER RECEIVING THE AGREED PAYMENT, THE PROVIDER’S ISSUING BANK SHALL DELIVER THE BG HARD COPY TO THE RECEIVER ’S BANK BY BANK BONDED COURIER.
8. ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES, UNTIL THE REQUIRED AMOUNT IS DELIVERED IN FULL.
9. ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR IMPROPER SOLICITATION OR DISCLOSURE INVOLVING THE RESPECTIVE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IN IMMEDIATE CANCELLATION OF THIS TRANSACTION AND THE VIOLATING PARTY WILL INCUR COSTS FOR DAMAGES.

LESSEE´S OBLIGATIONS:
THE RECEIVER, WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF PERJURY, CONFIRMS THAT HE IS FULLY AWARE OF THIS CONTRACT OF HIS FINANCIAL ABILITY AND FACILITIES WITH HIS BANK WHEN SIGNING THIS LOI AND/OR OTHER AGREEMENTS AND DOCUMENTS WITH THE LESSER.
THE RECEIVER FURTHER CONFIRMS THAT THE PROVIDER/LESSER IS AUTHORIZED TO VERIFY THE FUNDS OF EACH TRANCHE OF THE CONTRACT WITH HIS BANK, IF NECESSARY. IN THE EVENT OF UNSATISFACTORY VERIFICATION, THE TRANSACTION WILL BE SUSPENDED IMMEDIATELY AND THE BUYERIS IN BREACH OF THE CONTRACT AND LIABLE FOR LEGAL CONSEQUENCES.
PROVIDER´S OBLIGATIONS:
THE PROVIDER WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF PERJURY, CONFIRMS THAT PROVIDER IS FULLY AWARE OF THE COMMITMENT OF THE INSTRUMENTS WHEN COUNTERSIGNING THIS LOI.
THE PROVIDER FURTHER CONFIRMS TO DELIVER THE INSTRUMENTS, TO NEGOTIATE AND MAKE PROPER ARRANGEMENT WITH THE PROVIDER TO CONTINUOUSLY SUPPLY THE INSTRUMENTS UNTIL THE WHOLE CONTRACTED VOLUME IS EXHAUSTED. WITHOUT EXPRESSED WRITTEN PERMISSION, NEITHER PARTY SHALL CONTACT THE BANK OF THE OTHER PARTY. BOTH PARTIES MAY CHANGE BANKING COORDINATES WITH WRITTEN NOTICE TO THE OTHER PARTY.
PENALTY CLAUSE FOR NON-PERFORMANCE
SHOULD ANY OF THE SIGNATORY PARTIES HEREIN FAIL TO PERFORM ACCORDING TO THE TERMS AND AS REQUIRED BY THIS CONTRACT, ONCE SIGNED, THEN, THE FAILING PARTY SHALL INDEMNIFY THE AGGRIEVED PARTY FOR AN AMOUNT OF 2%. THE DISTRIBUTION OF THE 2% PENALTY SHALL BE 1.25% TO THE AGGRIEVED SIGNATORY PARTY OF THE CONTRACT AND 0.75% TO ALL OF THE CONSULTANTS DESIGNATED IN THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT. SAID 0.75% WILL BE DIVIDED ACCORDING TO THE PERCENTAGE DELINEATED DISTRIBUTIONS IN THE IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.
SPECIAL CONDITIONS:
ANY UNAUTHORIZED CALLS BY ANY PARTYOR ITS REPRESENTATIVE LAWYERSTO PROBE OR COMMUNICATION IN AN IMPROPER WAY TO PROVIDER/SELLER OR BUYER’S BANK(S) IN THIS TRANSACTIONSHALL BE PROHIBITED AND CONTRACT TERMINATED.
THIS TRANSACTION CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED OR UNDER THE LAWS OF ANY OTHER NATION.
FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.
UPON EXECUTION BY BOTH PARTIES, THIS DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY HOLDS ONE OF THE DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.
BOTH SELLER AND BUYER JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER THIS CONTRACT WILL SUBJECT TO DAMAGES IN THE AMOUNT OF TWO PERCENT (2%) OF FACE VALUE OF THE SBLC TO THE INJURED PARTY WITHOUT RECOURSE.
ARBITRATION:
ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN THE PARTIES TO THIS AGREEMENT AND TOUCHING ON THIS AGREEMENT ON THE CONSTRUCTION OR APPLICATION THEREOF OR ANY ACCOUNT

COST, LIABILITY TO BE MADE HEREUNDER OR AS TO ANY ACT OR WAY RELATING TO THIS AGREEMENT SHALL BE SETTLED BY THE ARBITRATION IN ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS AND PROPOSED AGREEMENTS, WRITTEN OR ORAL.
NEITHER OF THE PARTIES MAY ALTER, AMEND, NOR MODIFY THIS AGREEMENT, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM. IN THE EVENT THAT EITHER PARTY SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS AGAINST THE OTHER IT ENFORCE ANY OF THE TERMS OF THIS AGREEMENT THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLY ATTORNEY FEES AND COSTS.
NON-CIRCUMVENTION&NON-DISCLOSURE: