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Download Japanese Postal Service Contract - HSBC
Sovereign Order of Ibrahim United Kingdom of Islam FULL RECOURSE COMMERCIAL CONTRACT Contract Number: Transaction Code Name: 737B 737A This Contract is made this 23rd day of February 2002, by and between: World Financial Access Group/World Bankers Group, a Sovereign Principal and United Kingdom of Atlantis Company, with agent offices at 20 Lowndes Square, Suite 2, London SW1X 9HD, Great Britain, hereinafter referred to as “WFAG”, and Postal Savings Department, Postal Services Agency of Japan, a Sovereign Principal, with offices at 506 Ryuwa Building, 2-3-5-, Yuraku-Cho, Chiyoda-Ku, Tokyo, Japan, hereinafter referred to as (“PSD”). RECITALS Whereas, a corporate meeting has been held in which PSD agreed to deliver Twenty Billion U.S. Dollars ($20,000,000,000) in clean, clear funds of non-criminal origin to the banks specified by WFAG, namely ABN Amro, HSBC, Union Bank of Switzerland, and NatWest, to be divided into four transactions of Five Billion U.S. Dollars ($5,000,000,000) each, into four different banks. There will be five accounts in each of the four banks; each of the wire transfers will be in denominations of One Dollar ($1.00) less than One Billion Dollars. The funds will be fully guaranteed as Certificates of Deposit, with an annual return of 1.78 percent for five (5) years. The parties, WFAG and PSD, recognize the unique services rendered by their respective agents and representatives, without whose assistance this agreement would not be possible. Now, therefore, in consideration of twenty dollars and for other good and valuable consideration, given each to the other and mutual promises, covenants and agreements made herein, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree and represent as follows: Authorized Signatory’s Initials WFAG ______ PSD ______ Page 1 of 7 ARTICLE I TERMS OF CONTRACT PSD agrees to provide Five Billion Dollars ($5,000,000,000), deposited in HSBC, as described in Exhibit A, attached hereto and incorporated herein by reference. WFAG agrees to provide bearer Certificates of Deposit guaranteeing an annual return of 1.78% per annum for five years (5 years) and to support the return, WFAG will provide: 1. credit enhancement facility; 2. liquidity facility; 3. obligor; 4. special purpose vehicle; 5. sponsor bank; 6. issuing bank; 7. associates and affiliates; 8. managing partner; 9. legal technical holder; Both parties agree to participate and covenant, warrant, and agree to exclusively perform services under the terms and conditions of this Contract whereby WFAG hereby warrants and agrees to provide: 1.1 Bank Instruments. The Certificates of Deposit to be purchased under the terms and conditions of this Contract are fully negotiable Bank Instruments, delivered Free and Clear of all and any lien, claim or restriction, and described as follows: 1.1.1 Certificates of Deposit that conform in all respects with the Uniform Customs and Practices for Documentary Credits as set forth by the International Chamber of Commerce (ICC) Paris, France in the latest edition of the latest pertinent ICC Publication, as amended or revised from time to time. 1.1.2 The instruments are to be issued in and under an international format and are to be noncallable prior to maturity and unconditionally guaranteed by the issuing bank as to the payment of interest and repayment of principal. ARTICLE II WARRANTIES AND REPRESENTATIONS Under the penalty of perjury, the undersigned WFAG and PD herewith attest, warrant and affirm that the statements made below are true and accurate. 2.1 PSD’s Warranty 2.1.1 The funds that are allocated for this transaction are good, clean and of non-criminal origins and under the exclusive control of the joint venture. Furthermore, the allocated funds are either on deposit or committed with full bank responsibility to fulfil this contractual obligation. 2.1.2 Y. Tokobayashi, the Signatory, under Mandate, designated as Exhibit B and attached hereto and made a part hereof, for PSD, whose endorsement appears below, is acting with the full authority and at the direction of the PSD. Page 2 of 7 Authorized Signatory’s Initials WFAG ______ PSD ______ 2.2 WFAG’s Warranty. 2.2.1. WFAG specifically represents and warrants that pursuant to the terms and conditions of this Contract, WFAG will make available the facilities described in Article I, above, to PSD. 2.2.2. His Royal Highness Khalifa King Sheikh Ibrahim Bin Adnan Al-Sharif, the Signatory for WFAG, whose endorsement appears below, is acting with the full authority and at the direction WFAG, under a General Power of Attorney instrument, which instrument is designated Exhibit C, and is attached hereto and made a part hereof. Mutual Warranty 2.3 WFAG and PSD separately warrant and affirm that with regard to the respective banks, bank accounts and bank officers identified herein or hereinafter. (i.) (ii.) (iii.) 2.4 Each bank officer is fully aware and apprised of this transaction and is prepared to faithfully execute all procedures in a prompt and timely manner upon instruction of their account holder; and The bank and bank officer understand the processing procedures relating to this transaction; and The undersigned is a duly authorized Signatory of and has full legal capacity to execute this transaction through the said account. Non-Circumvention & Non-Disclosure. This Contract incorporates the rules of Non-Circumvention and Non-Disclosure established by the International Chamber of Commerce, Paris, France, which rules are made a part hereof by this reference. This understanding shall survive the termination of this Contract and remain in full force and effect for a period of sixty (60) months from the date hereof. 3.4.1 Neither WFAG nor PSD will attempt to contact, deal with or solicit, either directly or indirectly, any party, financial institution or client introduced by the other party in any manner whatsoever without the express written consent of the introducing party. 3.4.2 Except as may be required by applicable statute, regulation or process of law, all information exchanged between the parties is of a conditional nature and neither party shall disclose to any unauthorized person or entity any information obtained or received regarding this transaction. 3.4.3 Once fully executed, this Contract shall not be reproduced in any manner whatsoever, except on a ‘need-to-know’ basis. 2.5 Force Majeure This Contract shall be subject to the rules of Force Majeure established by the International Chamber of Commerce. Further, should any act of God, war, insurrection or civil disobedience occur in any country where this agreement is being carried out, in whole or in part, thereby making performance by one or both parties impossible, then this Contract shall become null and void. Authorized Signatory’s Initials WFAG ______ PSD ______ Page 3 of 7 2.6 Taxes, Duties and Fees. 2.6.1. Each party agrees to be responsible for its own bank charges and any other costs, expenses and fees as may be payable. 2.6.2. The price of the Certificates of Deposit shall include any and all commissions and consultancy fees. 2.6.3. This contract is under the exclusive jurisdiction of the United Kingdom of Atlantis and is exempt from taxation, levy, financial servitude, and interest, in accordance with the law of the United Kingdom of Atlantis and Shar’iah law. 2.7 Arbitration In the event of dispute concerning any aspects of this Contract, including breach or alleged breach hereof, the parties agree to have the dispute arbitrated in United Kingdom of Atlantis, in Oceania South Pacific under the United Kingdom of Atlantis International Chamber of Commerce Rules of Conciliation and Arbitration and Shar’iah law then in force, with the place of arbitration to be determined in accordance with said rules. Settlement upon award shall be final. This contract is signed exclusively under the offshore jurisdiction of the United Kingdom of Atlantis. No court or jurisdiction other than that of the United Kingdom of Atlantis will apply to this contract or any party to this contract. 2.8 Execution Upon execution, this Contract shall become a legal and binding obligation upon both parties, their officers, successors, legal representatives, lawful agents, and assigns. 2.9 Default The parties making this Contract do so with the knowledge and full expectation that default by either party shall result in the payment of liquidated damages as specifically provided herein. ARTICLE III OTHER AGREEMENTS 3.1 Notices Any notice to be given hereunder by either party to the other shall be effected in writing and delivered by: courier, postage-paid, First class certified mail, overnight or express carrier, telefacsimile, or telex. Notices shall be mailed or sent to the address, telefacsimile or telex number of the respective party as provided herein. Each party may change his address by giving prior written notice to the other party. Notices shall be deemed delivered upon electronic transmission and in all events, not later than the third business day following posting. Authorized Signatory’s Initials WFAG ______ PSD ______ Page 4 of 7 3.2 Reference Codes All documents relating to this Contract and all communications between banks shall clearly reference the codes designated and assigned and referenced herein. Said codes shall not be changed or altered for the duration of this Contract. 3.3 Counterparts This Contract may consist of four or more counterparts, all of which upon execution shall constitute one and the same instrument. The parties acknowledge that a Telefacsimile Copy of this Contract may be signed by each respective party at different places and at different times. All duly endorsed and acknowledge facsimile documents shall be considered as original documents and shall constitute binding and enforceable instruments. 3.4 Entire Agreement This Contract contains seven (7) pages, including a signature page, and not including three exhibits identified as A, B, and C. The Contract may also include enumerated addenda for setting forth special provisions as mutually agreed between the parties hereto. 3.5 Gender and Number Usage of the singular shall include the plural and the use of any gender shall apply to all genders, as the context requires. 3.6 Amendments No verbal representations, warranties or statements by third parties shall have any force or effect upon this Contract whatsoever. Any modifications or amendments to this Contract must be made in writing and signed by both parties and witnessed or attested thereto. 3.7 Assignment There shall be no assignment or transfer of this Contract by either party without the express written consent of both parties. 3.8 Severability This Contract shall be severable. In the event any provision shall be adjudged invalid, illegal or unenforceable, this Contract shall be constructed and interpreted without regard to any such invalid, illegal or unenforceable provision. 3.9 Bank Communication Except as specifically provided herein or with the express, written consent and pre-authorized approval and acknowledgement of both parties hereto, their officers, representatives, agents and legal counsel; there shall be no telephone conversations, telexes, facsimile transmissions, or other Authorized Signatory’s Initials WFAG ______ PSD ______ Page 5 of 7 communications between the parties’ representative banks and banking officers. Any violation of this provision, by whatever cause, shall constitute an immediate default and forfeiture of this Contract and agreement, and the party at fault shall be subject to all and any remedy at law or in equity available to the injured party. 3.10Term This contract shall remain in full force and effect until: (i.) (ii.) (iii.) The entire transaction is consummated or This Contract is terminated by the mutual agreement of both parties or This Contract is rendered null and void pursuant to the terms stated herein or by due process of law. 3.11Contract Supremacy This Contract supersedes all previous agreements, oral and written, made by or on behalf of the parties hereto with regard to the transaction referenced by the codes first listed above. ARTICLE IV VENUE, DEFAULTS AND WAIVER 4.1 Governing Law This Contract is a full recourse, commercial Contract concluded under the laws of the United Kingdom of Atlantis, under which applicable laws shall the construction, interpretation, execution, validity, enforceability, performance and such other matters relating hereto be governed. 4.2 Default In the event either party fails to perform their respective obligations or otherwise is in breach hereof by reason of any or omission which constitutes gross negligence, wilful misconduct or misrepresentations, perjury or defeasance; the injured and aggrieved party, in his sole discretion, upon the giving of due notice to the defaulting party, may: (i.) (ii.) Terminate this Contract; or Suspend the operation of this Contract and Purchase Transaction pending the determination and effecting of a satisfactory remedy. ARTICLE V ENDORSEMENTS 5.1 The parties have entered into this agreement in good faith and each will use its best efforts, in the full spirit of cooperation, to promptly achieve the purposes set forth. Each party shall negotiate in good faith with respect to any future agreements required by subsequent events. The Authorized Signatory’s Initials WFAG ______ PSD ______ Page 6 of 7 parties acknowledge and agree that this Contract is executed under oath, subject to the penalties of perjury. 6.1 6.2 The undersigned warrant and affirm, under penalty of perjury, that each has the full legal capacity and lawful authority to execute and deliver this Contract. The undersigned acknowledge and affirm that they fully understand their rights and obligations with respect to this Contract or they have had adequate time and opportunity to consult with legal counsel of their choice prior to execution hereof, and being fully informed and/or having such advice, each has executed this Contract freely and without reservation. For WFAG: Full Recourse Commercial Contract By: _______________________________________________ Authorized Signatory Before me, the undersigned witness, individually appeared H.R.H. Khalifa King Sheikh Ibrahim Bin Adnan Al-Sharif, passport # D25906, an individual who did prove their identity for me by showing their identification and who did state under oath that the above document is executed in accordance with their intent under their authority. For PSD Company: Full Recourse Sovereign Commercial Contract & Trading Agreement By: ______________________________________________ Authorized Signatory Before me, the undersigned witness, personally appeared Y. Yokobayashi, who did prove their identity for me by showing their passport # _______________ and who did state under oath that the above document is executed in accordance with their intent under their authority. Authorized Signatory’s Initials WFAG ______ PSD ______ Page 7 of 7