Date: 18 July, 2013
Date: 18 July, 2013
| To: | Rasan Private Equity Inc |
Subject: Request for financing
We refer to the above subject and to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009 (the “Master Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Master Agreement.
We request you to provide financing for our activities in the amount of USD 450,000 and for a period of payment of three Months for the payment of deferred sale price from the date of sale.
We confirm that this request is subject to the terms and conditions of the Master Agreement.
With regards,
E&P Co, LLC.
| By: |  |
|
| Xxxx Xx Xxxxxx |
| Rasan Accountant1 |
| From: | DDCommodity <xxxxxxxxxxx@xxxxx.xx.xx> |
| Sent: | Thursday, July 18, 2013 1:55 PM |
| To: | Xxxxxxxx Xxxxxx; DDCAP Documentation; DDCommodity |
| Cc: | Xxxxxx Xx-Xxxxxx; Rasan Accountant1 |
| Subject: | RE: REH-E&P 001/2013 |
Dear Xxxxxxxx
Many Thanks for the below transaction
Please find below, commodity details as per your request;
| CLIENT | RASAN | |||||
| COUNTERPARTY | SEE ATTACHED | COMMODITY | PD | PALLADIUM | ||
| DDC TICKET NUMBER | 169381 | QUANTITY | 616 | Xxxx Xxxxxx | ||
| DEAL DATE | 18-Jul-13 |
PURCHASE PRICE |
USD | 730.5194805 | Xxx Xxxx Xxxxx | |
| AMOUNT | USD | 450,000.00 | LOCATION | Loco USA | ||
| 0.0000% | OUR REF | RASAN | 169381 | |||
| SETTLEMENT DATE | 18-Jul-13 |
TICKET NUMBER |
281867 | |||
| TIME |
18/07/2013 11:54 |
H/C NUMBER | 30723 | 281867 | PD |
Very Best Regards
Xxxxx Xxxxxxx | Assistant Manager | DDGI Limited
0-00 Xxxxxxxxx Xxxxxxx, Xxxxxx XX0X XXX
Tel: x00 (0)000 000 0000 (Direct)
x00 (0)000 000 0000 (Switchboard)
Reuters: DDCAP
Fax: x00 (0)000 000 0000
Email: x.xxxxxxx@xxxxx.xx.xx
DDGI Limited is registered in England, Registered Number: 3393586, Registered Office: 0-00 Xxxxxxxxx Xxxxxxx, Xxxxxx XX0X XXX.
DDGI Limited and DD&Co Limited are wholly owned subsidiaries of DDCAP Limited.
| Seller’s Offer | |
| To: | Rasan Private Equity Inc. |
| Attention: | Xxxxxxxx X.Xxxx & Xxxx Xx-Xxxxxxx |
| Fax No.: | 0000000000000 |
| From: | DD&Co Limited |
| Date: | 18 July 2013 |
| Re: Commodity Sale and Purchase Letter of Understanding dated 4 March 2009. |
We refer to the above-referenced Letter of Understanding (the capitalised terms used in this offer having the meanings specified in such letter) and the purchase request received from you, and hereby offer to sell to you the Metals on the following terms:
Purchase Terms.
| Seller: | DD&Co Limited |
| Purchaser: | Rasan Private Equity Inc. |
| as Agent for: | RASAN ENERGY HOLDING, KUWAIT |
| Our Reference: | 169381 |
| Your Reference: | REH-E&P 001/2013 |
| RCL Ticket No: | 281867 |
| Metal: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Location: | LOCO USA |
| Unit Price: | USD 730.5194805 |
| Purchase Price: | USD 450,000.00 |
| Settlement Date: | 18 July 2013 |
| Payment: | On the Settlement Date you shall credit our account with you with the Purchase Price stated above. |
| Delivery: | On the Settlement Date, we shall credit your commodity account with us for the Metal and Quantity stated above. |
Our sale of the Metal specified above to you shall be subject to the above referenced Letter of Understanding. This offer shall remain open and be irrevocable until 16.00, London time, on the Business Day immediately succeeding receipt of the purchaser's request.
Best Regards
DD&Co Limited
Authorised Signatory
Registered Office: 0-00 Xxxxxxxxx Xxxxxxx, Xxxxxx XX0X XXX
Tel: x00 000 000 0000/60 Fax: x00 000 000 0000
Email: xxxxxxxxxxx@xxxxx.xx.xx
Registered in England & Wales No. 228785
Associate Trade Member of the London Metal Exchange
Associate Member of the London Platinum and Palladium Market
Richmond Commodities Limited
PO Box 234, Egham, Surrey, TW20 9WW
Tel: x00(0) 000 000 0000 Fax: x00(0) 000 000 0000
Email: xxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
OFFER
| Date | :- | 18-Jul-13 |
| To | :- | Operations |
| At | :- | RASAN PRIVATE EQUITY INC, GRAND CAYMAN |
| Number | :- | |
| From | :- | Operations |
| Pages | :- | 1 |
Re: Letter of Understanding Regarding Commodities Purchases dated 4 March 2009.
We refer to the above referenced Letter of Understanding (the capitalized terms used in this acceptance having meanings specified in such letter) and the Seller's Request dated 18-Jul-13 and hereby offer to buy from you Metals described in the Seller's Request on the terms specified herein, which terms are set forth below.
| Seller | :- | RASAN PRIVATE EQUITY INC, GRAND CAYMAN |
| As Agent For | :- | E & P CO,TEXAS |
| Purchaser | :- | Richmond Commodities Limited |
| Seller's reference | :- | RASAN 169381 |
| Ticket No./Ref | :- | 281867 |
| Metal | :- | PALLADIUM |
| Location | :- | Loco USA |
| Quantity | :- | 616 Xxxx Xxxxxx |
| Price per Unit | :- | USD 730.5194805 |
| Purchase Price | :- | USD 450,000.00 |
| Settlement Date | :- | 18-Jul-13 |
| Delivery | :- | On the Settlement Date, kindly arrange for the Metal and Quantity stated above to be delivered in accordance with our standing instructions. |
| Payment | :- | On the Settlement Date we shall credit your account as specified in the above referenced Letter of Understanding with the Price stated above. |
Our purchase of the Metal specified above shall be subject to the terms of the above referenced Letter of Understanding. This offer shall remain open and be irrevocable until the close of business, London time, on 19-Jul-13.
Kind Regards
Richmond Commodities Limited
ASSOCIATE TRADE MEMBER OF THE LONDON METAL EXCHANGE
AFFILIATE MEMBER OF THE LONDON PLATINUM & PALLADIUM MARKET
REGISTERED NO: 3117815 REGISTERED OFFICE: 000 XXXXXXX XXXX, XXXXXX X0 0XX
VAT No. GB 108 213 942
| Rasan Private Equity Inc |
| Date: | 18 July, 2013 |
| To: | E&P Co, LLC. |
Sub: Purchase of commodities
We refer to the above subject and to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009 (the “Master Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Master Agreement.
We would inform you our readiness to provide you the required finance in accordance with the following
| Date of Transaction: | 18 July, 2013 |
| Operation Number: | REH-E&P Co 001/2013 |
| Kind of commodities: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Unit price: | USD 730.5194805 |
| Purchase price: | USD 450,000 |
| Price of deferred sale: | USD 453,981 |
| Date of deferred payment: | October 31, 2013 |
| Details of delivery of the commodity: | On Settlement Date, Credit to be made to our commodity account with you for the metal and Quantity. |
Therefore, we confirm by this letter our entry in to this transaction on your behalf, noting that the same is subject to the terms and conditions of the Master Agreement.
Rasan Private Equity Inc.
| By: |  |
|
| Xxxxxxxxxxx Xx-Xxxxxxx | ||
| Director |
| Date: | 18 July, 2013 |
| To: | Rasan Private Equity Inc. |
Subject: Confirmation of Purchase Transaction
With reference to the above subject and to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009 (the “Master Agreement”), we are pleased to confirm our acceptance of the transaction as follows:
| Details of Transaction: | |
| Date of Transaction: | 18 July, 2013 |
| Transaction Number: | REH-E&P Co 001/2013 |
| Kind of commodities: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Unit price: | USD 735.2941186 |
| Purchase price: | USD 450,000 |
| Date of Payment: | 18 July, 2013 |
| Amount of deferred payment: | USD 453,981 |
| Date of deferred payment: | October 31, 2013 |
| Details of delivery of the commodity: | On Settlement Date, Credit to be made to our commodity account with you for the metal and Quantity. |
We request you to sell the above mentioned commodities on our behalf and to notify us the same after the completion. We further request you to use the proceeds of sale of the above mentioned commodities to settle outstanding amounts due to you from previous Murabaha transactions.
E&P Co, LLC
| By: | |
|
| Xxxx Xx Xxxxxx |
Rasan Private Equity
Date: 18 July, 2013
To: E&P Co, LLC.
Sub: Purchase and Sale
We refer to your request dated 18 July, 2013 and in our capacity as your agent as per the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009 (the “Master Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Master Agreement.
We would inform you that we have sold the below mentioned commodities in cash, purchase of which has been completed on the date 18 July, 2013 on your behalf in cash, in accordance with the following terms:
| Date of Transaction: | 18 July, 2013 |
| Kind of commodities: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Unit price: | 730.5194805 |
| Cash sale price: | USD 450,000 |
| Date of payment: | 18 July, 2013 |
| Details of delivery of the commodity: | On Settlement Date, Credit to be made to our commodity account with you for the metal and Quantity. |
We confirm that this transaction is subject to the terms and conditions of the Master Agreement.
Rasan Private Equity Inc.
| By: | |
|
| Xxxxxxxxxxx XX-Xxxxxxx | ||
| Director |
| Date: | 18 July, 2013 |
| To: | Rasan Private Equity Inc. |
Sub: Power of Attorney in carrying out the transaction of purchase and sale of commodities
With reference to the Master Agreement for Purchase and Sale of Commodities signed with you on September 10, 2009, please be informed that we are authorizing you in doing all the purchase and sale transactions on behalf of us, directly or through third parties as you may deem fit, we accept the full results of such transactions. We undertake to pay for all that may come up from the financial obligations and our entitlements that may result from the same and our acceptance of all that may result from the same.
With regards
E&P Co, LLC.
| By: | |
|
| Xxxx Xx Xxxxxx |
Rasan Private Equity Inc.
PURCHASER'S REQUEST
Date: 18 July, 2013
| To: | DD&Co Limited |
| Attention: | Xxxxxxxx Xxxxxx |
| From: | Rasan Private Equity Inc. [as agent for Rasan Energy Holding Company] |
Re: Letter of Understanding Regarding Commodity Purchases dated March 4th, 2009
We refer to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified in such letter) and hereby request that you provide to us an offer to sell to us the Metals specified below in accordance with the terms set forth below:
Purchase Terms
| Seller: | DD&Co Limited |
| Purchaser: | Rasan Private Equity Inc. — [as agent for Rasan Energy Holding Company] |
| Ticket No.: | 281867 |
| Metal: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Location: | Loco USA |
| Purchase Price: | USD 450,000 |
| Price per Xxxx Ounces: | 730.5194805 |
| Settlement Date: | 18 July, 2013 |
| Payment: | On the Settlement Date we shall credit your Settlement Account with the Purchase Price. |
| Delivery: | On the Settlement Date, credit to be made to our commodity account with you for the Metal and Quantity stated above. |
Our purchase of the Metal specified above from you shall be subject to the terms of above-referenced Letter of Understanding.
Rasan Private Equity Inc.
|
|
| Name: Xxxxxxxxxxx XX-Xxxxxxx | |
| Title: Director |
Rasan Private Equity Inc.
PURCHASER'S ACCEPTANCE
Date: 18 July, 2013
| To: | DD&Co Limited |
| Attention: | Xxxxxxxx Xxxxxx |
| From: | Rasan Private Equity Inc. [as agent for Rasan Energy Holding Company] |
Re: Letter of Understanding Regarding Commodity Purchases dated March 4th, 2009
We refer to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified in such letter), the Purchaser's Request, dated 18 July, 2013, from us to you, and the Seller's Offer (the "Seller's Offer"), dated 18 July, 2013, from you to us, and hereby accept your offer to sell us the Metals described in the Seller's Offer on the terms specified therein, which terms are set forth below:
Purchase Terms
| Seller: | DD&Co Limited |
| Purchaser: | Rasan Private Equity Inc. —[as agent for Rasan Energy Holding Company] |
| Seller's Reference: | REH-E&P Co 001/2013 |
| Ticket No.: | 281867 |
| Metal: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Location: | Loco USA |
| Delivery: | On the Settlement Date, you shall credit our commodity account with you for the Metal and Quantity stated above. |
| Purchase Price: | USD 450,000 |
| Price per Xxxx Ounces: | 730.5194805 |
| Settlement Date: | 18 July, 2013 |
| Payment: | On the Settlement Date we shall credit your Settlement Account with the Purchase Price. |
Our purchase from you of the Metal specified above shall be subject to the terms of the above- referenced Letter of Understanding.
Rasan Private Equity Inc.
|
|
| Name: Xxxxxxxxxxx XX-Xxxxxxx | |
| Title: Director |
Rasan Private Equity Inc.
SELLER'S REQUEST
Date: 18 July, 2013
| To: | Richmond Commodities Limited |
| Attention: | Xxxxx Xxxxxxxx |
| From: | Rasan Private Equity Inc. [as agent for E&P Co, LLC.] |
Re: Letter of Understanding Regarding Commodity Purchases dated March 4lh 2009
We refer to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified in such letter) and hereby request that you provide to us an offer to purchase from us the Metals specified below in accordance with the terms set forth below:
Purchase Terms
| Seller: | Rasan Private Equity Inc. —as agent for E&P Co, LLC. |
| Purchaser: | Richmond Commodities Limited |
| Metal: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Location: | Loco USA |
| Delivery: | On the Settlement Date we will arrange for delivery of the Metal and Quantity stated above in accordance with your standing instructions. |
| Purchase Price: | USD 450,000 |
| Price per Xxxx Ounces: | USD 730.5194805 |
| Settlement Date: | 18 July, 2013 |
| Payment: | On the Settlement Date credit of the Purchase Price to be made to our account as specified in the above-referenced Letter of Understanding. |
Our sale of the Metal specified above to you shall be subject to the terms of above-referenced Letter of Understanding.
Rasan Private Equity Inc.
|
|
| Name: Xxxxxxxxxxx XX-Xxxxxxx | |
| Title: Director |
Rasan Private Equity Inc.
SELLER'S ACCEPTANCE
Date: 18 July, 2013
| To: | Richmond Commodities Limited |
| Attention: | Xxxxx Xxxxxxxx |
| From: | Rasan Private Equity Inc. [as agent for E&P Co, LLC.] |
Re: Letter of Understanding Regarding Commodity Purchases dated March 4th 2009
We refer to the above-referenced Letter of Understanding (the capitalised terms used in this notification having the meanings specified in such letter), the Seller's Request, dated 18 July, 2013, from us to you, and the Purchaser's Offer (the "Purchaser's Offer"), dated 18 July, 2013, from you to us, and hereby accept your offer to purchase from us the Metals described in the Purchaser's Offer on the terms specified therein, which terms are set forth below:
Purchase Terms
| Seller: | Rasan Private Equity Inc. [as agent for E&P Co, LLC.] |
| Purchaser: | Richmond Commodities Limited |
| Seller's reference: | REH-E&P Co 001/2013 |
| Metal: | PALLADIUM |
| Quantity: | 616 Xxxx Ounces |
| Location: | Loco USA |
| Delivery: | On the Settlement Date, we shall arrange for the Metal and Quantity stated above to be delivered in accordance with your standing instructions. |
| Purchase Price: | USD 450,000 |
| Price per Xxxx Ounces: | USD 730.5194805 |
| Settlement Date: | 18 July, 2013 |
| Payment: | On the Settlement Date please credit our account as specified in the above referenced Letter of Understanding with the Purchase Price stated above. |
Our sale of the Metal specified above shall be subject to the terms of above-referenced Letter of Understanding.
Rasan Private Equity Inc.
|
|
| Name: Xxxxxxxxxxx XX-Xxxxxxx | |
| Title: Director |
18 July, 2013
CREDIT TERMS AND CONDITIONS
UP TO USD Four Hundred Fifty Thousand ($ 450,000) Murabaha Facility
Nature of Transaction:
This Term Sheet represents the current contractual relationship of the commodity trade transaction(s) whereby the Beneficiary purchased on a deferred basis a specified Commodity from London Metal Exchange and immediate sold it on spot to produce immediate cash to be used as working capital for the Beneficiary.
At the conclusion the transaction the Beneficiary had available cash and at the same future debt payment representing the purchase proceeds. The difference between the purchase deferred price and the spot sale price constitute the cost of financing in the books of the Beneficiary. This transaction is referred to as Murabaha
| Purpose | : | To provide working capital financing i for of Murabaha Facility of up to USD Four Hundred Fifty Thousand Only ($ 450,000) in favour of E&P Co. to fund business and operating activities. |
| Beneficiary | : | E&P Co. LLC. |
| Financier | : | Rasan Private Equity Inc. |
| Facility Amount | : | USD Four Hundred Fifty Thousand ($ 450,000) |
| Disbursement Date | : | 18th July 2013 |
| deferred sales price | : | $470,091 |
| Maturity Date | : | 31st October 2014 |
| Profit rate | : | 3.5% per annum based on the actual 365 days year |
| Murabaha Payments | : | One payment of the deferred sales price on 31st October 2014 |
| Security | : | Corporate Guarantee of the Beneficiary |
| Documentation | : | As per Murabaha Financing Facility dated 18th July 2013 |
| Credit Terms and Conditions US $ 450,000 | Page 1 of 1 |
