DEED OF AGREEMENT
DATE :
TRANSACTION CODE
This agreement is made and entered into this day XX/XX/2020, by and between the parties described
below:
THE SELLER
Corporate
Name
Mailing
Address
Represented By
Designation
Passport No.
Nationality
And
THE BUYER
Corporate Name
Mailing Address
Represented By
Designation
Passport No.
Nationality
BUYER’S SIGNATURE 1/21 SELLER’S SIGNATURE
Direct
Beneficiary
Email/Phone/Fa
x
WHEREAS. The Buyer desires to buyStandby Letter Of Credit (SBLC)/Bank Guarantee (BG) from the Seller.
Buyer confirms with full corporate and legal responsibility that funds available to fulfill the requirements
for Selling of this instrument is ready and Buyer further confirm to cooperate with the Seller.
WHEREAS. The Seller desires to buySBLC/BG, transfer and assign all rights title and interest of the
SBLC/BGavailable to it to the Buyer. Seller represents and warrants that it has the ability and resource to
arrange through associates, contracts and sources, with full corporate responsibility, financial instrument in
the term of assignments to be provided to Buyer. Seller hereby declares under penalty of perjury that the
SBLC/BG will be backed by funds that are good, clean, clear, and free of non-criminal origin, the SBLC/BG
will be free and clear of all liens, encumbrances and third party interests.
NOW THEREFORE, The Buyer has agreed to PURCHASE/BUY the SBLC/BG at 32% + 2% of Face Value for the
instrument requested and Seller has agreed to issue BGfor Lease and both Parties hereby agree to the
following:
TRANSACTION DESCRIPTION:
1. Instrument: Purchase Standby Letter of Credit (SBLC)/ Bank Guarantee (BG)
2. Total Face Value: Buyer Face value
3. Issuing Bank: HSBC Bank HK, Standard Chartered Bank London/Thailand/Hong Kong, UBS
Switzerland, Welsfargo, Bank of America, Deutsche Bank Deutsche Bank AG Frankfurt etc.
4. Age: One Yearand One Day (With the option of Rolls and Extension)
5. Selling Price: 32% + 2%
6. Delivery: Bank to Bank Swift MT799 and MT760
7. Payment: MT103
8. Hard Copy: By Bank Bonded Courier within 7 banking days after delivery of Swift.
BUYER’S SIGNATURE 2/21 SELLER’S SIGNATURE
TRANSACTION PROCEDURE:
1. Seller and Buyer execute, sign and initial this DOA/LOI Deed of Agreement, which thereby
automatically becomes a full commercial recourse contract to be lodged by both parties for
initiation of Swift Transmission of PurchaseBG/SBLC
2. Within two (2) banking days after both parties sign the Agreement, Seller bank officer will issue an
RWA by SECURED BANK FAX (Receiving Bank Officer Fax and Direct Beneficiary Fax number needed
for RWA communication) and Recourse Undertaking duly endorsed by the provider legal department
to the Buyer guarantying they are ready and able to issue the face value fresh cut needed by the Buyer
in transmission of PURCHASE SBLC via Swift MT799 and Swift MT760 both. After due execution of the
contract and in case of failure on the Seller’s side to fulfill the guarantees face value to the Buyer, that
the Seller refunds completely any charges incure in addition to a penalty for failure of performance
being 2% of the total face value of SBLC.
3. Within two (2) working days after the Buyer receives contract documents including the invoice and
RWA confirmed from the Seller’s Bank, with acceptance to proceed, the Buyer will remit by direct wire
transfer into the Seller’s provided bank coordinates for the receiving of the issuing Bank charges,
transmission and principle swift fee, One-off fee for the BG via Swift MT799 and Swift MT760 in the
amount of XXXXX.XX depending on the Face Value SBLC to be LEASE by Buyer.
4. Within two (2) banking days after confirmation of remittance charges for the swift issuing bank
fees, Provider/Seller immediately instructs issuing Bank to proceed with the delivery of
PURCHASEBG/SBLC via Swift MT799 for BUYER followed by SWIFT MT760 via Bank to Bank
transmission to the Buyer’s provided bank , followed by including the hard copy of the
PURCHASESBLC/BG via bank bonded courier in Seven (7) banking days.
5 Buyer sends out Selling price by Swift MT103 to the Seller deducting the initially paid bank issuing
transmission swift fees and the brokers their commission fees 32%+2% of total Face Value by wire
transfer within thirty (30) days upon delivery, confirmation and verification of BG/SBLC by MT760 in
the Buyer’s nominated account and SBLC/BG hard copy in the Buyer’s nominated bank.
BUYER’S SIGNATURE 3/21 SELLER’S SIGNATURE
6.Any unauthorized calls by any party or its representative lawyers to probes or communication in an
improper way to bank(s) in this transaction shall be prohibited and contract terminated.
7. All subsequent tranches will be based on the same procedures until collateral or funds become
exhausted.
Should the Buyer default to pay the Selling price to the Seller and the brokers commission fees as agreed
after Thirty days (30) banking days of confirmation of SBLC/BG MT799 and MT760 in Buyer's bank
account, Seller will instruct the issuing bank to put a claim on the SBLC/BG thereby forcing the Buyer's
bankers to return the SBLC/BG MT760 to the issuing Bank.
SCHEDULE OF PRINCIPAL BANK CHARGES TRANSMISSION/ADMINISTRATIVE FEES
BG/SBLC Face Value Bank Transmission/Administrative Fees
(USD/EURO) (USD/EURO)
1M – 20M 26,750.00
21M – 50M 37.500.00
51M – 100M 46,750.00
101M – 250M 57,750.00
251M – 500M 66,000.00
501M – 1B 75,500.00
1B and above (In Tranches of 500M each) (95,500 for each tranche of 500M)
NO ADDITIONAL CHARGES IS ATTACHED TO BUYERS OBLIGATION ON SWIFT CHARGES REMITTANCE
NON-SOLICITATION
The Buyer hereby confirms and declares that the Seller, its associates or representatives or any person or
persons on its behalf has/have never ever solicited the Buyer, its shareholders or associates or
BUYER’S SIGNATURE 4/21 SELLER’S SIGNATURE
representatives in any way whatsoever that can be construed as a solicitation for this transaction or for
future transactions.
FORCE MAJEURE
Any delay in or failure of performance by either party of their respective obligations under this
agreement they shall pay 1% as penalty.
Any delay in or failure of performance by either party of their respective obligations under this agreement
shall not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that
such delays or failures in performance are caused by events or circumstance beyond the control of such
party.
The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War,
Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the
control of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or
prevent or remedy.
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 entitles to recover reasonably
BUYER’S SIGNATURE 5/21 SELLER’S SIGNATURE
attorney fees and costs.
FOR AND ON BEHALF OF THE BUYER
Signature and Stamp/Seal
Name:
Designation:
Passport #:
Nationality:
Issue date:
Expiry date: Lessee’s International Passport (Attached as Appendix A)
FOR AND ON BEHALF OF THE SELLER
________________
Signature and Stamp/Seal
Name:
Designation:
Passport #:
Nationality:
Issue date:
Expiry date:
BUYER’S SIGNATURE 6/21 SELLER’S SIGNATURE
Lessor’s International Passport (Attached as Appendix B)
The Seller and Buyer agree to the following banking co-ordinates pertaining to the agreement herein above
stated:
SELLER’S BANKING CO-ORDINATES TO ISSUE LEASE BANK GUARANTEE(BG) VIA SWIFT MT799 AND
MT760
Bank Name
Bank Address
Account Name
Account Number
IBAN Number
SWIFT CODE
Bank Officer/Fax Number
SELLER’S BANKING CO-ORDINATES TO RECEIVE ISSUING PRINCIPAL BANK SWIFT FEES AND
SELLING/PURCHASING FEE.
Bank Name
Bank Address
Account/Beneficiary Name
Special Instruction
Account Number
SWIFT CODE
SELLER RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE BANK
TRANSMISSION/ADMINISTRATIVE FEES OR SELLING PRICE O SMOOTHEN TRANSACTION OPERATION (IT’S
BUYER’S SIGNATURE 7/21 SELLER’S SIGNATURE
OUR BANK REGULATIONS AND PROCEDURE).
SELLER AND BUYER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT
ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.
BUYER’S BANK CO-ORDINATES TO RECEIVE BANK GUARANTEE (BG) VIA SWIFT MT799 AND MT760.
Bank Name
Bank Address
Account Holder
Account Number
SWIFT CODE
Signatory Name
Bank Officer/Fax
Number
BUYER’S BANK CO-ORDINATES TO PAY SWIFT BANKING TRANSMISSION FEES
Bank Name
Bank Address
BUYER’S SIGNATURE 8/21 SELLER’S SIGNATURE
Account Holder
Account Number
SWIFT CODE
Signatory Name
APPENDIX A:
BUYER’S SIGNATURE 9/21 SELLER’S SIGNATURE
BUYER’S INTERNATIONAL PASSPORT
APPENDIX B:
SELLER‘S INTERNATIONAL PASSPORT
BUYER’S SIGNATURE 10/21 SELLER’S SIGNATURE
“EXHIBIT A”
SAMPLE REFUND UNDERTAKING LETTER FOR BANK CHARGES FROM THE
PROVIDER
(Text may vary in substance but the essential undertaking must be maintained)
TRANSACTION CODE : XXX 00/00/2017.
BUYER’S SIGNATURE 11/21 SELLER’S SIGNATURE
ATTN : XXX CLIENT NAME XXX
XXX CLIENT ADDRESS XXX
DEAR SIR,
SUBJECT: IRREVOCABLE CORPORATE REFUND UNDERTAKING
WE HEREBY CONFIRM WITH FULL CORPORATE RESPONSIBILITY UNDER PENALTY OF PERJURY THAT WE ARE READY,
WILLING AND ABLE TO DELIVER A FRESH CUTLEASE BG FOR TOTAL FACE VALUE OF $0,000,000.00 (AMOUNT IN
WORDS DOLLARS) FROM OUR ISSUING BANK <NAME & ADDRESS OF SBLC ISSUING BANK>,AS AGREED IN THE DEED
OF AGREEMENT TO YOUR BANK COORDINATES WITH <ACCOUNT NAME & ACCOUNT NUMBER OF LEASE BG FROM
RECEIVING BANK>, WITHIN 48HOURS UPON CONFIRMATION OF YOUR WIRE TRANSFER OF-----------DEPENDING ON
FACE VALUE BEING THE PRINCIPAL CAHRGES BANK TRANSMISSION, ADMINISTRATIVE AND HANDLING CHARGES TO
DELIVER BY SWIFT MT799 FOLLOWED BY MT760 OR BY DIRECT MT760 TO YOUR NOMINATED BANK ACCOUNT FOR
AUTHENTICATION AND VERIFICATION BEFORE DELIVERY OF HARD COPY VIA BANK BONDED COURIER SERVICE TO
YOUR BANK ADDRESS WHICH IS CONTAINED IN OUR DEED OF AGREEMENT.
KINDLY RE-CONFIRM YOUR RECEIVING BANK ACCOUNT INFORMATION BELOW.
BUYER’S BANKING COORDINATES TORECEIVE BANK GUARANTEE (BG) VIA SWIFT MT799 AND MT760.
BANK NAME : XXX
BANK ADDRESS : XXX
ACCOUNT NAME : XXX
ACCOUNT NUMBER : XXX
BANK OFFICER : XXX
SWIFT CODE : XXX
WE HOWEVER, AGREE TO REFUND IMMEDIATELY TOYOU THE $0,000.00 (AMOUNT IN WORDS DOLLARS) AT THE END
OF THE TRANSMISSION OF MT760 WITHIN 3 BANKING DAYS AFTER PAYMENT OF LEASING PRICE AS STATED IN
THE CONTRACT OR YOU CAN ADJUST THIS AMOUNT WHILE MAKING THE PAYMENT OF SELLING PRICE. IF OUR
BANKER FAILS TO DELIVER TO YOUR BANK ACCOUNT THE ELECTRONIC COPY OF BG VIA SWIFT MT760 WITH
72HOURS UPON CONFIRMATION OF YOUR DIRECT WIRE TRANSFER PAYMENT FOR THE BANK TRANSMISSION FEES
INTO OUR BANK ACCOUNT STATED BELOW, WE WILL IMMEDIATELY REFUND TOTAL AMOUNT PAID FOR TRANSMISSION
FEES INTO YOUR BANK ACCOUNT IN ADDITION TO A THE PENALTY FOR FAILURE OF PERFORMANCE BEING 1% OF
THE TOTAL FACE VALUE OF BG.
WE HAVE GIVEN OUR CORPORATE INSTRUCTION TO OUR ISSUING BANK TO REFUND THE BANK TRANSMISSION FEES
BY LODGING A COPY OF THIS UNDERTAKING ALONG WITH THE CONTRACT. OUR ISSUING BANK HAS ENDORSED THIS
LETTER OF UNDERTAKING AS A TOKEN OF THEIR CONFIRMATION.
SELLER’S BANKING COORDINATES FOR ISSUING BANK GUARANTEE (BG) VIA SWIFT MT799 AND MT760 (ALSO FOR
REFUND).
BANK NAME : XXX
BANK ADDRESS : XXX
BUYER’S SIGNATURE 12/21 SELLER’S SIGNATURE
ACCOUNT NAME : XXX
ACCOUNT NUMBER : XXX
IBAN NUMBER : XXX
SWIFT CODE : XXX
BANK OFFICER : XXX
SELLER’S BANKING COORDINATES TO RECEIVE BANK TRANSMISSION/ADMINISTRATIVE FEES.
BANK NAME : XXX
BANK ADDRESS : XXX
ACCOUNT NAME : XXX
ACCOUNT NUMBER : XXX
SWIFT CODE : XXX
FOR AND ON BEHALF OF:
LESSOR SIGNATURE BANK OFFICER SIGNATURE NOTARY OFFICER SIGNATURE
LESSOR NAME BANK OFFICER NAME NOTARY OFFICER NAME
“EXHIBIT B”
SAMPLE SWIFT MT-199 OR 799 FROM ISSUING BANK TO BUYER BANK
(Text may vary in substance but the essential undertaking must be maintained)
BUYER’S SIGNATURE 13/21 SELLER’S SIGNATURE
BLOCKED FUNDS SWIFT MT799
NOTIFICATION: DELIVERY STATUS:
PRIORITY / DELIVERY:
MESSAGE INPUT REFERENCE:
------------------------------------------ SWIFT MESSAGE HEADER ---------------------------------------------------
SWIFTINPUT: MT799 CONFIRMATION OF CASHBLOCKEDFUNDS
FROM
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
TO
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
TRANSACTION CODE:
BUYER’S SIGNATURE 14/21 SELLER’S SIGNATURE
AMOUNT:
CURRENCY
BENEFICIARY
FOR VALUE RECEIVED, WE, ----- {NAME OF ISSUING BANK} -----, AT ----- {FULL BANK ADDRESS}-----, HEREBY
ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND NEGOTIABLE BGNO : --------- IN FAVOUR OF ____________ THE
BENEFICIARY XXXXXXXXXX FOR THE AMOUNT OF xxxxx DOLLARS {$ 0,000,000.00}, VALID FOR ONE (1) YEAR AND
ONE (01) DAYS AND DUE FOR PAYMENT AT MATURITY ON __________ {1 YEAR + 1 DAY MATURITY DATE FROM ISSUING
DATE} _____________
WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BG AT MATURITY,
WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF FIVE MILLION UNITED STATES DOLLARS OR US$
0,000,000.00 TO THE ORDER OF XXXXXXXXXX THE BENEFICIARY’S THE BEARER OR HOLDER THEREOF AT MATURITY.
SUCH PAYMENT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON
RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM ANDSURRENDER OF THIS SBLC NO:
-------------- AT THIS BANK AT MATURITY DATE.
THIS SBLC IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY
FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS
SBLC, SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN
UNDER BG NO: -------- DATED,_________{GUARANTY ISSUE DATE}
THIS BG IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS
SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE {ICC}, PARIS, FRANCE, PUBLICATION 500, LATEST
REVISION.
THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE
FOR THE ACCOUNT OF APPLICANT.
PLEASE CONFIRM YOU ARE READY TO RECEIVE AND FUND THIS BANK INSTRUMENTS WITH GOOD, CLEAN AND
NON-CRIMINAL ORIGIN FUNDS.
FOR AND ON BEHALF OF
<NAME OF ISSUING BANK>
<ADDRESS OF ISSUING BANK>
______________________ ______________________
BUYER’S SIGNATURE 15/21 SELLER’S SIGNATURE
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2
<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>
“EXHIBIT C”
SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BUYER BANK
(Text may vary in substance but the essential undertaking must be maintained)
BANK GUARANTEE Nr. 0101x
Delivered by S.W.I.F.T. MT760
FROM
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
TO
BANK NAME:
BANK ADDRESS:
BANK TEL:
BUYER’S SIGNATURE 16/21 SELLER’S SIGNATURE
BANK FAX:
BENK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
BANK GUARANTEE NO.:
ISSUING BANK NAME: BARCLAYS BANK PLC
BANK ADDRESS: LONDON, UNITED KINGDOM.
CURRENCY:
ISSUED DATE:
MATURITY DATE:
AMOUNT:
APPLICANT: XXXXXXXXXXXXXX
BENEFICIARY: XXXXXXXXXXXXXX
FOR AND ON BEHALF OF:
XXX ISSUING BANK XXX
XXX ISSUING BANK ADDRESS XXX
BUYER’S SIGNATURE 17/21 SELLER’S SIGNATURE
(BUYER’S BANK APPROVED TEXT)
BANK OFFICER 1 BANK OFFICER 2
TITLE (PIN) TITLE (PIN)
FEE PROTECTION AGREEMENT
Both PROVIDER and RECEIVER agree that the RECEIVER’s and PROVIDER's agents/brokers are entitled to 2% of the BG/SBLC face
value commission fees. These commission fees will be shared between the PROVIDER’s and RECEIVER’s agents/brokers as
specified here below.
The parties agree that the commission fees stated are compensation for services rendered and are irrevocably and
unconditionally guaranteed to be paid by the RECEIVER to the agents and intermediaries listed in this DOA by wire transfer
simultaneously with the RECEIVER’s payment of 32%of the face value of the BG/SBLC as selling fee to the PROVIDER for every
tranche and/or transaction of the *BG/SBLC. The commission fees will be free of legal impediment and free of any deductions,
excluding bank transfer fees, for this and all subsequent transactions between the parties.
In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents/brokers companies,
designees, trustees or executors, it is understood and agreed that the parties hereto are mutually desirous of effecting this
business transaction in co-operation with one another for their mutual benefit and all signatory parties agree to abide by the
following terms and conditions:
BUYER’S SIGNATURE 18/21 SELLER’S SIGNATURE
1. Each party agrees that they will not make any contact with, deal with or be involved with individuals, trader and
investor introduced by another signatories without specific permission of the introduced signatory for the Investor.
2. The signatory agrees to keep confidential the identity of and all contacts so provided by any other signatories.
3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the end of every
transaction.
4. This agreement shall be legally binding on the parties hereto, their principals, employees, representatives, agents and
assigns in all countries of the world.
The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all their dealings.
This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any party will permit no
attempt or hint of circumvention.
Each of the above parties agree and understand that any overt or covert action of circumvention prescribed by this agreement
shall be a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive
damages and injunctive relief imposed by the legal process.
Both parties hereby agree that the agents and intermediaries referred to in this DOA shall be as follows:
TOTAL COMMISSION FEE OF 2% OF FACE VALUE IN EURO/USD PAID BY THE BUYER TO BE SHARED EQUALLY AS FOLLOW:
TOTAL COMMISSION OF 2%% TO BUYER’S SIDE (OPEN)
PARTICULARS PAYMASTER
Name
E-mail
Bank Name
BUYER’S SIGNATURE 19/21 SELLER’S SIGNATURE
Bank Address
ABA Routing Number
Account Number
Account Name
SWIFT CODE
Bank Telephone
Beneficiary:
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL a
notification immediately upon each transfer payment together with the
Special Instructions: transactions code/s to e-mail:
ALL TRANSFER INSTRUCTIONS SHALL STATE: "Funds are clean and clear, of non-
criminal origin and are payable in cash immediately upon receipt by beneficiary’s
bank. The sender is known to us and we are satisfied these funds are good clean of
Required Message: non-criminal origin."
This Fee Protection Agreement has been agreed and executed by the undersigned on this day MM/DD/YYYY.
FOR AND ON BEHALF OF THE BUYER
Signature and Stamp/Seal
Name:
Designation:
Passport #:
Nationality:
Issue date:
Expiry date:
BUYER’S SIGNATURE 20/21 SELLER’S SIGNATURE
Place of Issue:
BUYER’S SIGNATURE 21/21 SELLER’S SIGNATURE
