Shah
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No score for this post March 6 2006, 8:57 PM

ON CORPORATE LETTERHEAD
LETTER OF INTEREST
Date:

To: The Collateral Provider
c/o
Mr. Thomas Wolff/Mr. Shah Azhar Hussain

Transaction code:...

Re: LETTER OF INTEREST FOR PURCHASE OF BANK INSTRUMENTS

Dear Sirs,

Please consider this Letter to be our firm Interest to participate in a transaction, involving the purchase of Bank Instruments.

I/we ..., the authorised signatory of ..., hereby confirm with full legal and corporate responsibility, that that I/we am/are Ready, Willing, and Able to purchase the following investment grade bank instruments, “AA” rated “Or Better”, utilizing United States Dollars of good, cleared funds of non-criminal origin, under the following terms and condition: described below:

BANK INSTRUMENT DESCRIPTION

BANK INSTRUMENT DESCRIPTION

Instrument: Medium Term, Senior Unsubordinated Bank Debentures (MTNs) 322, with 144c exclusions, and subject to the Uniform Customs and Practices for Documentary Credits, ICC Publication – 400/500 rev. Menu: Top 25 Western European Bank) Age: Slightly Seasoned /Seasoned Term: Ten (10) Years and One (1) Day Rating: S&P “AA” or better Interest Rate: Seven point Five Percent (7.5%) per annum, payable in arrears. Settlement: Bank-to-Bank Delivery: Euroclear, hard copy by Bank bonded courier. Contract Amount: (AMOUNT) USD with Rolls and Extensions, or as agreed between Buyer and Seller. Price: (PERCENTAGE) of Face Value or better, Plus one (1%) percent of the Instrument’s Face Value for Commissions to Buyer and Seller Intermediaries equally shared First Tranche: USD $500,000,000.00 (Five Hundred Million United States Dollars) or as agreed between Buyer and Seller. Subsequent Tranches: Minimum of USD $500,000,000.00 (Five Hundred Million United States Dollars) or more as per agreement between both Buyer and Seller Tranche Frequency: Minimum of one tranche per banking day, or more as per agreement between both Buyer and Seller Mode of Purchase : Collateral First Invoiced via E-Mail DVP “Screen, Block, and Pay” Settlement Screen: Euroclear with Access Codes and Authentication Window Time: Soonest possible by Corporate Invoice with full authority, complete access codes to expediate verification process, to block & purchase

NOTE: ANY UNAUTHORIZED BANK CALLS, PROBES, OR COMMUNICATIONS IN ANY IMPROPER WAY TO BANK(S) IN THIS TRANSACTION SHALL BE CAUSE FOR TERMINATION OF THIS AGREEMENT.

NOTE: NO PRICE (OR BENEFICIARY) SHALL BE SHOWN ON ANY SCREEN. THE STATEMENT “PRIVATE SALE” SHOULD BE ENTERED IN PLACE OF PRICE.

PROCEDURES:
1. Buyer will submit customary documentation to Seller, including Letter of Intent (LOI), Fee Protection Agreement (FPA), Client Info/Passport, Corporate Resolution, and Funds History. Following review and notice of preliminary acceptance sent from the Seller to the Buyer, and upon written request of the Seller, Buyer shall cause the following letter to be transmitted from their banking institution directly to the Seller (and only the Seller):

"On behalf of <INSTITUTION>, with reference to <SELLER>, as per the Transaction Reference Code <TRANSACTION CODE>, we are prepared to guarantee and pay for all Medium Term Notes rated AA and better received by us on behalf of client account <ACCOUNT NUMBER>; and commit to make full payment after authentication and verification."

1. This letter will appear on the letterhead of a major reputable banking institution and be signed by a senior officer.

2. Following prudent due diligence and acceptance of the Buyer’s offer to purchase as defined by the LOI, Seller will return counter-signed LOI to Buyer’s email <EMAIL> and/or fax <FAX> forming a binding contract between Buyer and Seller for the sale/purchase of the instruments described herein above. Buyer will acknowledge receipt of counter-signed LOI to Seller via return email or fax.

3. Within 1 banking day of receiving the Buyer’s acknowledgement of receipt of the counter-signed LOI, Seller will transmit to Buyer’s bank a Corporate Invoice describing the full screenable instrument data including ISIN/CUSIP, Name of Issuing Banks, Date of Issue, Date of Maturity, Denominations, Text of Instruments, Custodial Safekeeping Receipt Numbers, Term, Interest Rate, Euroclear Access Codes, Bonding Power Information, Payment Instructions, and other relevant information for the authentication and validation of the instruments. A courtesy copy of the corporate invoice shall be sent to Buyers email <EMAIL> and/or fax <FAX>.

4. Alternatively, Seller may provide a completed “Letter of Authorization to Purchase” (attached to the LOI as Exhibit A) to Buyer’s email and/or fax (as described above) authorizing Buyer to authenticate status and ownership of the instruments to be offered.

5. Within 4 banking hours of receipt of corporate invoice or "Letter of Authorization to Purchase" as described above, and following successful authentication of the instruments, Buyer will make payment via SWIFT wire MT 103.

6. Upon receipt and verification of payment, Seller will deliver the instruments electronically to Buyer with hard copies of original Instruments being delivered via bonded courier within seven (7) International banking days to such depository as may be designated by the Buyer.

7. Transaction will be continuous according to the agreed upon Tranching Schedule as defined by steps 3, 4, and 5 above.

8. Fees to all intermediaries are paid simultaneously on the same day of completion of each tranche.

Other Conditions
1. This Transaction is for the purchases of Bank Instrument and conducted between the principal entities.

2. This Transaction constitutes a private placement for the purchase of the MTNs, conducted between the parties identified herein and as such it shall not be interpreted as a securities transaction as interpreted or described in the United States Securities Act of 1934 as amended or by the laws of any nation.

3. The parties herein agree that Non-Circumvention and the Non-Disclosure rules of all issues from ICC, the latest edition, shall apply to the Transaction for a period of five (5) years from the date of execution of this Agreement by the undersigned, his/her assigns, agents, and / or heirs. This NC/ND also applies to any and all other Transactions direct or indirect.

4. The Buyer hereby acknowledges and confirms that neither the Seller nor his associates, nor any person on his behalf have made any statement or offer in any way whatsoever that can be construed to be a solicitation for this service.

5. Upon the Seller signing and returning this LOI to the Buyer, this LOI and Contract will become a Full Recourse Commercial Contract governed by the laws of the countries in which both Buyer and Seller reside and stand under ICC Regulations. It is further understood that the Transaction can be initiated by fax copies of documents or agreement pertaining to this Transaction, and are declared as valid as their originals. All statements made by either party are under penalty of perjury.

6. Both parties agree that the Bank Instruments offered are unencumbered, clean and cleared, of non-criminal origin and will be Irrevocable, Transferable, Unconditional and Confirmed for Payment at maturity by the Issuing Bank.

7. Parties are not allowed to contact the other party’s Bank without expressed written permission. Any party attempting to do so will lead to cancellation of the Transaction. 8. The Terms of this LOI – Contract are binding upon the parties and their respective successors and assigns, as the case may be when executed by both parties

9. The Force Majeure Exception Clause of ICC Publication No 421 is hereby incorporated in, and made an integral part of, this Agreement.

10. This LOI is subject to the relevant laws, of the Jurisdiction in which both Buyer and the Seller resides and operate within the standards under ICC Regulations.

11. After confirming, by signature and seal, this LOI will be effectively equal as an Agreement. Each party holds one of the effective LOIs.

12. By their execution below, the parties hereto agree to the general terms and conditions herein and warrant onto the other the entire agreement between parties.

Fee/Commission: (1.0%) One Percent Spilt Equally to SELL / BUY Side Intermediaries 0.50%, SELL SIDE Closed, 0.50%BUY SIDE: Spilt Equally to Buy / Side Intermediaries:

1. 0.125%Buyer’s Manadte & Intermediaries 2. 0.125% Mr. Shah Azhar Hussain/Mr. Thomas Wolff/

Agreed to Proceed Below:
1. The Buyer issue this Letter of Interest to purchase MTN’s. 2. Second step the Buyer will give us the Notorised FPA 3. Upon receiving FPA, we will send the RWA/LETTER OF INTENT to Buyer to sign and seal and send back. 4. After Seller and Buyer proceed with the transaction accordingly as agreed.

The signatory of this Letter of Interest agree to not circumvent, avoid or bypass the other, directly or indirectly in any way with regard to dealings, including but not limited to, specific purchase of Bank Instruments, Medium Term Notes (MTN’s) or other transactions involving any products or services, that either may have in regard to prospective purchasers introduced or presented by Mr. Thomas Wolff and Mr. Shah Azhar Hussain any additions, renewals, extensions, roll-over amendments, renegtiations, New contracts, parallel contracts or agreements, or any third party assignment thereof.

The transaction codes, reference codes and/or identification codes, bank fiduciary and trust, shall be changed, including all renewals, extensions, rollovers, additions, etc. until the transaction has been successfully completed, such modifications to this commission/fee protection commitment will not effect the fee commitment to Shah Azhar Hussain in any form. In lieu of hard copies any transmitted facsimile/telefax/telecopier/e-mail printout shall be deemed as legal and binding and shall be so construed to any court of law regardless of state, nation or province waiving all right of immunity, regardless of whether diplomatic, sovereign or otherwise, which shall give the document(s) full force and legal effect as to their true purpose and intent as so construed by its signing.

In Witness below, on the .. day of the Month of March in the Year 2006, the signatory execute this Letter of Interest and acknowledge above written commitment by legal signature.

Yours faithfully

Signature: __________________________ Name: ... Title: ...
Passport No: ...
ID No.: ...
Issuing Country: ...
Date of Issue: ...

SEAL

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