LOI SBLC Template
LOI SBLC Template
This is an Agreement for a BANK GUARANTEE (BG-SBLC) issued by HSBC BANK PLC,
London for the total face value of €XXX,000,000.00 (XXX Million Euros), and is entered
into on this date of ____________, 2024 between
the following Parties:
The PRINCIPAL:
Company:
Corporate Address:
Company Reg.:
Represented by:
Nationality:
Passport No:
Expire Date:
Hereinafter referred to as “PRINCIPAL”
The BENEFICIARY:
Company:
Corporate Address:
Business Tax ID Number:
Represented by:
Passport Number:
Date of Expiry:
Country of Issuance
:
Hereinafter referred to as “BENEFICIARY”
WHEREAS. The PRINCIPAL desires to PROVIDE, transfer and assign all rights title and
interest of the BG/SBLC available to it to the BENEFICIARY. PROVIDER 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 BENEFICIARY. Provider hereby declares under penalty of perjury that the
SBLC will be backed by funds that are good, clean, clear, and free of non-criminal origin,
the BG-SBLC will be free and clear of all liens, encumbrances and third-party interests.
NOW THEREFORE, The BENEFICIARY has agreed to get at management the BG-SBLC at XX
% percent plus 2% of Face Value for the instrument requested and PRINCIPAL has agreed
to sell the BG-SBLC to BENEFICIARY and both Parties hereby agree to the following terms
stated below:
DESCRIPTION OF BANK INSTRUMENT
1 INSTRUMENT BANK GUARANTEE CASH BACKED ICC 500/600 URDG 758,
BG-SBLC
2 CURRENCY EUROPEAN UNION CURRENCY (EURO) (€)
3 ISSUING BANK HSBC BANK PLC, LONDON
4 TERM ONE YEAR AND ONE DAY with prolongation up to 10 Years
5 AGE NEW ISSUE – FRESH CUT
6 COUPON RATE ZERO
7 CONTRACT AMOUNT XX BILLION EURO (€XX,000,000,000.00)
8 FIRST TRANCHE XXX MILLION EURO (€XXX,000,000.00)
9 SUBSEQUENT TRANCHES TBC
10 TARGET PRICE XXXXXX PERCENT ALL INCLUSIVE (XX% + 2%) OF FACE
VALUE
11 DENOMINATION AS AGREED,
12 TRANSACTION MODE MT199/ PRE-ADVICE MT799/ BPU MT799/ MT760/ MT103
13 PAYMENT PAY ORDER BPU MT799 – SWIFT MT103
14 DELIVERY BY SWIFT MT760
PROCEDURES:
1. BENEFICIARY SUBMITS TO PRINCIPAL A SIGNED BG-SBLC LOI TOGETHER WITH
COMPLIANCE DOCUMENTS:
1.1 CLIENT INFORMATION SHEET (CIS)
1.2 STATEMENT OF NON-SOLICITATION OF FUNDS
1.3 IRREVOCABLE FEE PROTECTION AGREEMENT COVERING ALL IDENTIFIED
BENEFICIARIES FOR BOTH SIDES
1.4 CLEAR COLOR COPY OF THE BENEFICIARY SIGNATORY’S PASSPORT
1.5 CERTIFICATE OF INCORPORATION
8. WITHIN THREE (3) BANKING DAYS, THE PRINCIPAL’S BANK WILL ISSUE THE PRE-ADVICE
VIA SWIFT MT799 CONFIRMING THAT THE INSTRUMENT WILL BE DELIVERED AGAINST THE
ISSUANCE OF BPU (BANK PAYMENT UNDERTAKING) VIA SWIFT MT799 BY THE
BENEFICIARY'S BANK AND PROVIDING SWIFT COPY VIA BANK EMAIL.
9. WITHIN FIVE (5) BANKING DAYS AFTER PRINCIPAL’S BANK RECEIVES AND
AUTHENTICATES BPU SWIFT MT799, THE PRINCIPAL’S BANK DELIVERS THE SBLC VIA
SWIFT MT760 PROVIDING THE COPY VIA BANK E-MAIL.
10. WITHIN SEVEN (7) BANKING DAYS AFTER THE SBLC IS DELIVERED AND RECEIVED BY
SWIFT MT760 AND IS AUTHENTICATED, THE BENEFICIARY’S BANK WILL ACTIVATE THE
BANK PAYMENT UNDERTAKING (XX% BPU) AND PAY THE PRINCIPAL VIA SWIFT MT103. THE
HARD COPIES OF THE SBLC TO BE DELIVERED VIA BANK BONDED COURIER TO THE
BENEFICIARY’S BANK WITHIN SEVEN (7) DAYS AFTER THE PAYMENT BEING RECEIVED BY
PRINCIPAL’S BANK.
11. THE BENEFICIARY PAYS XXXXXXX PERCENT ALL INCLUSIVE (XX% + 2%) OF FACE
VALUE OF EACH TRANCHE, AS PER THE RELEVANT IRREVOCABLE FEE PROTECTION
AGREEMENT (ANNEX 4).
12. ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURE, UNTIL THE
AGREED AMOUNT OF THE CONTRACT WITH PRINCIPAL WILL BE COMPLETED, OR THE
COLLATERAL OR FUNDS BECOME EXHAUSTED.
13. ANY UNAUTHORIZED BANK CALLS WITHOUT AGREEMENT BETWEEN PARTIES, PROBES
OR COMMUNICATIONS, OR AN IMPROPER SOLICITATION OR DISCLOSURE INVOLVING ANY
OF THE BANKS CONCERNED IN THIS TRANSACTION WILL RESULT IMMEDIATE
CANCELLATION OF THIS TRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.
ACCOUNT HOLDER
BENEFICIARY
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NO.
BANK OFFICER NAME
Company Name:
Represented by:
Nationality:
Passport No:
Expire Date:
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT HOLDER
ACCOUNT NO.
BANK OFFICER NAME
BANK OFFICER EMAIL
BANK OFFICER PHON E / FAX
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT HOLDER
ACCOUNT NO.
BANK OFFICER NAME
BANK OFFICER EMAIL
BANK OFFICER PHON E / FAX
1. Parties are not allowed to contact the other Party’s bank without express written
permission. Any Party
attempting to do so will lead to cancellation of this Agreement and invoke the
penalties described in Paragraph 16, below. For greater clarity, any telephone calls,
facsimile or other prohibited forms of communication shall cause the immediate
cancellation of this transaction and incur a liability for damages on the part of the
breaching Party.
2. After the PRINCIPAL countersigns the Funding DOA, the DOA becomes a legally binding
Contract (Deed of Agreement) between both parties and delivers it to the PRINCIPAL’s
Bank’s coordinates indicated in this
document according to the mentioned procedure. If the BENEFICIARY’s bank does
not issue this
aforementioned SWIFT within Seven (7) calendar days after date of countersigned DOA by
the PRINCIPAL,
the result will be an immediate cancellation of this transaction as well as subject the
violating party to
damages as mentioned in Paragraph 3 below.
3. As mentioned in the Procedures above, should the BENEFICIARY default to pay the
BG/SBLC purchase price to the PRINCIPAL as agreed upon confirmation of BG MT760 in
the BENEFICIARY’s bank account, the PRINCIPAL will instruct the issuing bank to place a
claim on the BG/SBLC thereby obliging the BENEFICIARY’s Bank to return the BG/SBLC to
the Issuing Bank.
4. Each Party warrants and represents that it has full power and authority to enter into
this Agreement and to perform the transaction as per the terms stated herein.
5. The Parties agree that the Non-Circumvention / Non-Disclosure rules of all issues from
the (International Chamber of Commerce) ICC up to and including the latest edition apply
and shall remain effective for a period of five years from the date of execution of this
Agreement. All information contained herein including banking information and codes are
privileged information and represent the sole property of the Party from which they
originate.
6. The terms of this Agreement are binding upon the Parties whose signatures appear
herein. The Parties to this Agreement and their respective employees, agents,
associates/affiliates, transferees, assignees or designees agree to be bound by the Non-
Circumvention / Non-Disclosure and Force Majeure provisions of the ICC as mentioned in
Paragraph 5 above.
7. This Agreement is subject to the domestic laws of any country properly having
jurisdiction over the subject-matter of this Agreement. The Parties agree that they will
strive to resolve all disputes amicably. All disputes arising out of or in connection with the
present Agreement that cannot be resolved amicably shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce in Paris, France, by one or
more arbitrators appointed in accordance with the said Rules. The language of Arbitration
shall be English and the governing law shall be the law of United Kingdom (England). The
arbitration award shall be considered as final and shall be binding upon both Parties. The
arbitration fee shall be paid by the losing Party.
8. Neither Party may assign, transfer or delegate its interest or duties without prior
written consent of the other Party. No modification, amendment or supplement of this
Agreement shall be binding unless it is in writing and signed by both the BENEFICIARY and
the PRINCIPAL.
9. If any provision of this Agreement shall be or becomes prohibited or invalid under any
applicable law, rule or regulation, then such provision shall be deemed ineffective to the
extent of such prohibition or invalidity only, without thereby invalidating any of the
remaining terms or provisions of this Agreement.
10. Neither Party hereto is making any representation regarding the tax consequences, if
any, of the transactions envisaged herein. It is understood that the BENEFICIARY and the
PRINCIPAL individually accept responsibility and liability for any/all taxes, imposts, levies,
duties or charges that may be applicable in the execution of their respective roles and the
discharge of this Agreement.
11. The BENEFICIARY and the PRINCIPAL shall be responsible only for those
commissions/fees that they have respectively agreed, in writing, to pay.
12. Each Party shall indemnify and hold harmless the other Party against any and all
claims, demands, damages or expenses of any nature arising out of the execution or
implementation of this Agreement for a period beginning with the execution of this
Agreement and ending three (3) years after the date of the completion of all acts
contemplated in this Agreement.
13. The Parties hereby agree that the Parties have entered into this private transaction at
their sole discretion and no one Party has solicited the other Party in any way; neither can
it be considered as solicitation of funds. This transaction is strictly of a private nature
between the private Parties which is being defined by this private Agreement. This
transaction does not and shall not be interpreted as the sale of securities as defined by
the Securities Act of 1933/34 of the United States of America as amended and/or any
other laws of any other nation related to the securities transaction. This
transaction/Agreement is exempted from the Securities Act and would not be required to
be registered with any authority or with any government body department.
14. This Agreement embodies the entire understanding of the Parties hereto. There is no
other Agreement,
understandings, representations or warranties, whether written or oral, in effect between
the Parties. The
Parties acknowledge that this Agreement is the sole governing document between the
Parties. The Parties
agree that this Agreement supersedes any and all prior correspondence, Agreements or
drafts, which shall be null and void and of no further force and effect.
15. All terms, condition and closing procedures of this Agreement shall be binding upon
and inure to the benefit of the Parties hereto, and their respective heirs, legal
representative, successor and assigns.
16. These documents may be signed in counterparts, which when taken together shall
constitute an original. This document may also be transmitted by facsimile or email and
shall be deemed as original for the purposes of enforceability. The Parties declare that
they have read this entire Agreement and have clearly understood the same to its fullest.
17. By signing this DOA, both parties agree under the laws and trading guidelines set
forth by the ICC that they are ready willing and able to complete this transaction under
the terms and conditions stated within this letter of intent.
18. EDT (Electronic document transmissions) shall be deemed valid and enforceable in
respect of any provisions of this Contract. As applicable, this agreement shall be:
1-Incorporate U.S. Public Law 106-229,” Electronic Signatures in Global and National
Commerce Act” or such other applicable law conforming to the UNCITRAL Model Law on
Electronic Signatures (2001) and;
2-ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by
the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT);
3-EDT documents shall be subject to European Community Directive No. 95/46/EEC, as
applicable.
Either Party may request hard copy of any document that has been previously
transmitted by Electronic means provided however, that any such request shall in no
manner delay the parties from performing their respective obligations and duties under
EDT instruments.
19. The BENEFICIARY hereby acknowledges and confirms that neither the Collateral
Provider nor their associates, nor any person on their behalf solicited him/her in any way
whatsoever that can be construed to be a solicitation herein. Both parties hereby confirm
with full authority that the above terms are agreed and acceptable.
CORPORATE INVOICE
SBLC BENEFICIARY
Company Name:
Represented by:
Nationality:
Passport No:
Expire Date:
CLIENT (BENEFICIARY) INFORMATION SHEET
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and
the Federal Banking Commission Circular of December 1998, concerning the prevention
of money laundering, and Article 305 of the Swiss Criminal Code, the following
information may be supplied to banks and/or other financial institutions for the purpose of
verification of identity and activities of the Principal, and the nature and origin of the
funds that are to be utilized. All parties have an obligation for professional discretion and
to take all appropriate precautions to protect the confidentiality of the information each
holds in respect of the others’ activities. This legal obligation shall remain in full force
and effect at all times.
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and
the Federal Marketing Commission Circular of December 1998, concerning the prevention
of money laundering, the following information may be supplied to banks and/or other
Federal Institutions for purposes of verification.
Date:
Client Name
(Signatory)
Citizenship
Passport Number
Passport Issue /Expire
Date
Federal ID Number
Date of Birth /Date
Home Address
Home Fax Number
Home Telephone
Number
Cellular Phone Number
Email Address
Skype ID
Business Name
Business Address
Registered Office
Registration Number
Business Fax Number
Business Phone Number
Email Address
BANK NAME
Branch and Branch
Address
Bank Officer’s Name
Telephone Number(s)
Fax Number
Bank Officer Email
Account Name
Account Signatory
Name
Account Number
SWIFT CODE
Lawyer Name
Lawyers Phone
Lawyers Address
Accountants Name
Accountants Phone
Accountants Address
AFFIRMATION:
Declaration: I hereby swear under the full penalty of perjury, that the information
provided herein is both true and accurate. I am in control of the assets stated above, and
have signatory authority on the aforementioned bank account and have full authority to
execute all contracts and agreements relating to pleading the assets for a loan. The
funds are in full compliance with the anti-money laundering policies set forth by the
Financial Action Task Force (FATF) 6/01.
I, Mr. _________________, as Account Holder and Signatory, do hereby confirm that I have
requested of you and your organization, specific confidential information and
documentation on behalf of myself regarding currently available Project funding to serve
only my interest, education, and not for further distribution.
I hereby agree that all information received form you is in direct response to my request,
and is not in any way considered or intended to be a solicitation of any sort, or any type
of offering, and for my general knowledge only.
I hereby affirm under penalty of perjury, that I have requested this information from you
and your
organization of my choice and free will and further, and that you have not solicited me in
any way.
I hereby represent that I am not an informant, nor am I associated with any government
agency of the United States of America, or any other country, such as the Secret Service,
Internal Revenue Service, Federal Bureau of Investigation, Central Intelligence Agency,
Securities and Exchange Commission, Banking Commission, nor any agency whose
purpose is to gather information regarding such offerings.
I understand that the contemplated transaction is strictly one of private placement, and is
in no way relying upon, or relating to, the United States Securities Act of 1933, as
amended, or related regulations, and does not involve the sale of securities.
Further, I hereby declare that you have disclosed that you are not a licensed Security
trader, attorney, bank officer, certified public accountant or financial planner. Any
information, work or service conducted hereunder is that of a private individual and that
this is a project funding transaction that is exempt from the Securities Act and not
intended for the general public but Private Use only.
SENDER
ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER
REVEIVER
ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER
REFERENCE FOR THE BENEFIT OF
BANK GUARANTEE NO.
CURRENCY EURO
AMOUNT _________ HUNDRED MILLION (____,000,000.00)
ISSUING BANK
ISSUE DATE
MATURITY DATE
EXPIRY DATE
TRANSACTION CODE
PLEASE CONFIRM, VIA SWIFT THAT YOU ARE READY TO RECEIVE AND FUND THE BANK
GUARANTEE.
_________________________________ _________________________________
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK
OFFICER 2
<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>
ANNEX 2 - SWIFT MT799 ICBPO – BANK
PAYMENT UNDERTAKING (BPU)
DATE
FROM
ADDRESS
SWIFT CODE
BY ORDER OF OUR CLIENT
ACCOUNT NAME
ACCOUNT NUMBER
TO
SWIFT CODE
TRANSACTION CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK NAME
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
WE, HEREBY CONFIRM THAT THE _____ MILLION EURO (€___,000,000.00) ARE GOOD,
CLEAN AND CLEARED FUNDS DERIVED FROM A LEGAL SOURCE.
YOURS FAITHFULLY,
_________________________________ _________________________________
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK
OFFICER 2
<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>
ANNEX 3 - SWIFT MT760 DELIVERY BG
VERBIAGE TEXT
RECEIVER’S BANK DETAILS
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME ACCOUNT NUMBER
BANK OFFICER
SENDER’S BANK DETAILS
BANK NAME
BANK ADDRESS
BANK ACCOUNT NAME
BANK SWIFT CODE
BANK ACCOUNT NO.
BANK OFFICER
BG DETAILS
BANK GUARANTEE No.
CURRENCY EURO
AMOUNT ____,000,000.00
DATE OF ISSUE
DATE OF MATURITY
PLACE OF ISSUE
BENEFICIARY
TRANSACTION CODE
Such Payment Shall Be Made Without Set Off, Free And Clear Of Any Deduction Or
Charged, Fees, Or Withholdings Of Any Nature And Being This Guarantee Valid Until
______________ Days After Maturity Date And Expires Automatically And In Full If Your
Written Request For Payment Made By SWIFT or Tested TELEX Message Is Not In Our
Possession On Or Before That Date.
This Guarantee Is Subject to The Uniform Rules For Demand Guarantee Of The
International Chamber Of Commerce (Publication No. 758) And Any Dispute Arising
There From Shall Be Settled Exclusively By The ICC International Court Of Arbitration
(Paris France).
This Cable Is an Operative Instrument, All Charges are for The Account Of The Applicant.
This Letter of Guarantee Expires On <dd/mm/2024>
_____________________________BANK
Address _________________________
_________________________________ _________________________________
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK
OFFICER 2
<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>