Thursday, 10 December 2009

Mr. Smarth Rawlings

Wealthouse Finance Limited
Milton Keynes
United Kingdom

Dear Mr. Rawlings,

LOAN ON JV BASIS - $4B

This letter is a report made further to the meeting of the

principal staff of Finbank Plc (www.finbank.com.ng) in Jos,
Plateau State of Nigeria on Wednesday, 09 December 2009.

For avoidance of doubt, Finbank are ready to progress with

Deutsche Bank as the receiving bank tasked with conducting
due diligence on borrower’s behalf.

A thorough read-through and consideration was given to the 11

pages of information supplied and clarifications required as
enumerated below;

1. To whom should the letter to be written on company

Letterhead be addressed?
2. Is the letter only acceptable if there is a sole signatory to the
intended deposit account? What if there are more than one
signatory for pragmatic and security reasons?
3. It is stated that ‘there will be no risk to our principal funds’
(see paragraph 3 of Company Letterhead paper on page 6).
What is the import of this? Does it mean that no repayment
of the loan needs to be made? Will all the proceeds from JV1
go to repaying the loan principal?
4. Page 7 last paragraph seems to suggest there is another
letter called ‘Request for Service’ letter? Is this the case?
5. Strictly confidential Notes: Page 8 – ‘the bottom line is that
the loan is self-liquidating’ What does this mean?
6. Page 8 - What percentage of the loans will be set aside for
JV1?
7. Under JV1 is the 100% a week guaranteed returns on
investment?
8. Should the borrower not be able to consider a loan Contract
immediately before obtaining BCL? What if the terms are not
agreeable after BCL is obtained?
9. See page 11 - Is the lender interested in who the borrower
appoints as Manager. Finbank Plc is proposed as Manager by
borrower.
10. Page 1 - JV Agreement – JV1. Is the lender agreeable to this
transaction? Is the lender aware of JV1? And;
11. Page 4 – seems to suggest that the Consultant will act as the
Client’s agent. In this capacity the Consultant binds the
Client. This situation is not agreeable to borrower as it is a
high risk element in the Consultant/Client relationship.
12. There is no CONFLICT RESOLUTION CLAUSE. Arbitration
under the laws of England and Wales is suggested.

IMPORTANT POINTS FOR NEGOTIATION

A) Page 10 – Letter to be written on Bank Letterhead
We note in ‘b.’ that the closing cost ‘of up to 10%’ will be
payable. Although the fees are not stated to be 10% it was
considered that a flat fee of 5% should be agreeable
in consideration of other incomes derivable from the JV1
structure.
B) We also seek an extension of the loan period to 10
years and not 6 years at currently stated. Is this
agreeable?

Please, respond to these issues as soon as possible as we are

keen to make progress this year and conclude the transaction
early into next year.

Yours faithfully

George Makanjuola
MD/CEO
Landgate Consultancy Limited