Deed of Agreement Standby Letter of Credit (SBLC) : Private & Confidential
Deed of Agreement Standby Letter of Credit (SBLC) : Private & Confidential
Receiver code:
DEED OF AGREEMENT
This Agreement is made and entered into the date 12 September 2019, by and between
the parties described below:
Country: SINGAPORE
Nationality: MALAYSIA
Email Address:
(Hereinafter referred to the 'PROVIDER’) and
Country: SINGAPORE
Receiver code:
Nationality: SINGAPORE
WHEREAS, the PROVIDER, to issue financial instruments (Standby Letter of Credit; SBLC) per the
terms of assignments to be provided to the RECEIVER.
The PROVIDER represents and warrants that it has the ability and resources to arrange directly,
through associates, contacts and sources, with full corporate responsibility, financial instrument
to be issued to the RECEIVER.
The PROVIDER confirms with full corporate and legal responsibility that Cash Assets are available
to get their selected banks to issue the desired SBLC.
The RECEIVER desires to fund the SBLC issued by the PROVIDER’s Issuing Bank.
The RECEIVER confirms with full corporate and legal responsibility that funds are available to fulfil
the requirements for the monetisation of this instrument and RECEIVER further confirms to
cooperate with the PROVIDER.
The PROVIDER would thereafter transfer and assign all rights title and interest of the
SBLC available to the RECEIVER.
The PROVIDER hereby declares under penalty of perjury that the SBLC will be cash backed by
funds that are good, clean, clear, and free of non-criminal origin, the SBLC will be free and clear of
all liens, encumbrances and third party interests.
NOW THEREFORE, the RECEIVER has agreed to fund the SBLC at the total of 50 % of the SBLC’s face
value (inclusive of 2% brokers’ fees) for the instrument and PROVIDER has agreed to issue the SBLC
Receiver code:
1
. Instrument Type SBLC
3
. Value per Tranche UNITED STATES DOLLAR FIFTY MILLION (USD50,000,000.00)
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. Issuing Bank UNITED OVERSEAS BANK JAKARTA
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. Total Funding 50% OF FULL FACE VALUE + 2% BROKER’S COMMISSION
7
. Delivery SWIFT MT760
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. Hard Copy BONDED COURIER WITHIN 7 BANKING
9
. Bank Charges NIL
PROCEDURES:
1. Provider and Receiver sign the Deed of Agreement (DOA) which thereby automatically becomes
a full recourse commercial contract.
2. Both Parties agree that the issuance of SWIFT MT199 Pre-Advise (see Exhibit A) by Provider’s
Issuing Bank to Receiver’s Receiving Bank shall be mandatory within Five (5) international
banking days from the date of the signing of the DOA. Thereafter, Provider shall be obligated
regardless to immediately instruct the Issuing Bank to issue the SWIFT MT199 Pre-Advise
within the window time, failing to so do constitutes a breach of the agreement. Provider shall
arrange for collection by Receiver of a copy of the said SWIFT MT199 Pre-Advise at the
premise of the(a) Singapore incorporated divisional unit of the Issuing Bank. The said copy
shall be certified as true copy by the said divisional unit.
3. Upon the receipt of the SWIFT MT-799 by the Receiving bank, the Receiving Bank officer shall,
within Two (2) banking days, establish bank to bank communications with the Issuing Bank officer
to verify and confirm the said SWIFT MT799 Pre-Advise and to establish that the Provider is ready
and capable to issue the cash-backed SBLC via SWIFT MT-760 to the Receiver upon both the
Provider’s receipt of an Irrevocable Conditional Bank Payment Order (ICBPO; See Exhibit B) via
SWIFT MT-799 for Fifty Percent (50%) of the SBLC’s face value.
4. Pursuant to the above clause and on positive confirmation, the Receiving Bank shall, within Two
(2) banking days, issue the ICBPO via Swift MT-799 for Fifty Percent (50%) of the SBLC’s face value.
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5. Upon receipt of the of the Receiving Bank’s Swift MT-799 ICBPO to the Provider, the Issuing Bank
shall, within Two (2) banking days, proceed with the verification, confirmation and acceptance of
the Swift ICBPO and issue Swift MT-760 SBLC (see Exhibit C) to the Receiver’s Receiving Bank.
Provider shall arrange for collection by Receiver of a copy of the said SWIFT MT760 SBLC at
the premise of the(a) Singapore incorporated divisional unit of the Issuing Bank. The said copy
shall be certified as true copy by the said divisional unit.
6. Upon receipt of the Issuing Bank’s Swift MT-760 SBLC, the Receiving Bank shall within Three (3)
banking days, proceed with the verification, confirmation and acceptance of the SWIFT MT-760
SBLC and transfer the balance of the payment of the Fifty Percent (50%) funds to Provider’s
designated bank coordinates and at the same time also transfer the 2% intermediaries’
commission to their designated banks accounts.
(Should Receiver default to pay the fees to the Provider and the Intermediaries fees as agreed on
this DOA within the allowed number of days after receipt of Swift MT-760, Provider shall instruct
the Issuing Bank to put a claim on the SBLC thereby forcing the Receiver Bank to return the swift
MT-760 SBLC to the Issuing Bank.
7. Within Seven banking days after receiving all fees, the original hard copy of the SBLC will
be sent to Receiving Bank by bank-bonded courier.
8. Upon implementation of clause 1 to 7 above, the transfer and assignment of rights & title of the
specified bank instrument (SBLC) from the Provider to the Receiver is considered complete.
9. Issuer agrees to conduct on the spot verification, authentication and transaction at the Issuing
Bank in the event that a SWIFT message not yet been implemented and/or that the said
message has not been received and accepted in the Receiving Bank based on the official
R.A.R. (RECEIPT AUTOMATIC REPLY). Vice-versa action is also agreed upon by the Receiver.
10. This Deed of Agreement is a full recourse commercial commitment governed by the Law of
the jurisdiction that both parties reside and standards under ICC Regulation.
11. This DOA shall be valid for all tranches agreed upon.
The PROVIDER and RECEIVER agree that the bank instrument’s maturity can be extended to a
maximum of twice or equal to two (2) years, with termination advice being provided ninety (90)
days before the maturity date. The PROVIDER has to send a written confirmation concerning the
extension to the RECEIVER, and the PROVIDER shall be obliged to pay for the prevailing bank
interest and charges for its full face value at the said time in cash and full.
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The PROVIDER may redeem the instrument at any period before its maturity date with payment
equal to its full face value and by termination advice being provided ninety (90) days before the
maturity.
After this contract is signed by both Sender and Receiver, and copies exchanged electronically or
otherwise by a delivery service, failure to follow the closing procedure in time and form herein is
considered breach of this contract and puts the failing party in default position to pay a onetime
penalty fee of 1% of the contract to the suffering Party.
UNAUTHORIZED BANK COMMUNICATION: Neither Party is allowed to contact the Bank of the
other Party without the authorization of the Party whose bank is to be contacted.
Any unauthorized calls by any party or its representative agents / brokers / lawyers to probes or
communication in an improper way or ways indicative of direct or indirect solicitation to bank(s)
in this transaction shall be prohibited and result to contract terminated.
Notice: This is a private sale between two entities and is not to be construed as an offer of funds
nor a sale of securities as defined in the Securities Act of 1933/34
NON-SOLICITATION
The RECEIVER hereby confirms and declares that the PROVIDER, her associates or representatives
or any person or persons on its behalf has/have never ever solicited the RECEIVER, her
shareholders or associates or 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 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
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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 nforces any of the terms of this agreement the prevailing party
shall be entitled to recover reasonably attorney fees and costs.
BANKING CO-ORDINATES
The PROVIDER and RECEIVER agree to the following banking co-ordinates pertaining to the
agreement herein above stated:
PROVIDER BANK CO-ORDINATES TO ISSUE THE INSTRUMENT NAD RECEIVE 50% FUNDING
Bank Name BANK OF AMERICA,N.A
5 CANADA SQUARE, E14 5AQ LONDON,UNITED
Bank Address KINGDOM
Signatory
Bank Officer
(BO) ANNE FINUCANE
Receiver code:
Bank Officer
(BO) TBA
RECEIVER:
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The PROVIDER and RECEIVER agree that their agents/brokers are entitled to 2% of the 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
cost of the SBLC as selling fee to the PROVIDER for every tranche and/or transaction of the 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.
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 honoured 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
PROVIDER’S INITIAL RECEIVER’S INITIAL PAGE 8 OF 21
Contract Number: 08-ARIFIANTO-
Transaction code: 3520091110770001 US/400M/09/19 Provider code:
Receiver code:
will be subject to judicial action, recompense for damages, possible punitive damages and
injunctive relief imposed by the legal process.
The above stated codes, the Contract Number: 08-ARIFIANTO-US/400M/09/19 and any other
identification codes shall remain the same and shall not be changed until this transaction including
any renewals, extensions and additions are fully completed and we agree to respect those.
The transaction code may be amended only by agreement between all parties hereto, to wit,
RECEIVER, PROVIDER and Beneficiaries. This transmission via facsimile will be accepted as an
original and I confirm that I have full personal and corporate authority to execute this Pay Order.
Irrevocable Fee Protection/Irrevocable Pay order for Consultant Fees of Two Percent (2%) of the
face value from each and every tranche of this transaction, including any rolls or extensions, to be
paid to as follows:
Both parties hereby agree that the agents and intermediaries referred to in this DOA shall be as
follows:
TOTAL COMMISSION FEE OF [2%] (TWO PERCENT) OF FACE VALUE IN EURO PAID
BY THE RECEIVER TO BE SHARED EQUALLY AS FOLLOW:
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This amount is payable to the designated account, upon the closing of each and every tranche
for the duration of the contract and including all rolls and extensions.
Payee SUGIANTO
Bank Address JL. JENDERAL GATOT SUBROTO STREET KAV. 36-38, JAKARTA, INDONESIA
This amount is payable to the designated account, upon the closing of each and every tranche
for the duration of the contract and including all rolls and extensions.
Receiver code:
WENGKIJ FREDDIE
Payee ROMPAS
Bank Address KCP NAGOYA, JL IMAM BONJOL LUBUK BAJA , BATAM . INDONESIA
………………………………………………………………
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Issued Date : 21.02.2017 Issued Date 6
Expiry Date : 21.02.2022 Expiry Date :
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TRANCHE NO.
GRAND TOTAL
FACE VALUE (EURO) AMOUNT (EURO)
1
50,000,000.00 50M 50,000,000.00
2
50,000,000.00 50M 100,000,000.00
3
50,000,000.00 50M 150,000,000.00
4
50,000,000.00 50M 200,000,000.00
5
50,000,000.00 50M 250,000,000.00
6
50,000,000.00 50M 300,000,000.00
7
50,000,000.00 50M 350,000,000.00
8
50,000,000.00 50M 400,000,000.00
400M
Total 400,000,000.00 30,000,000,000.00
REMARKS:
2) SUBSEQUENT TRANCHE WILL COMMENCE UPON SUCCESSFUL CLOSING OF THE PRECEDING TRANCHE.
We hereby confirm this schedule tranche with a gap of ….. day/week between each tranche This
request is hereby issued on for and on behalf of Receiver.
“EXHIBIT A”
MT 799 – PRE-ADVISE
BANK NAME :
BANK ADDRESS :
CODE :
Receiver code:
ACCOUNT :
NO BANK
:
BAN
TEL K
:
SECURED BAN
FAX K
OFFICER #1 :
BANK OFFICER #2 :
TRANSACTION CODE :
APPLICANT :
RECEIVING BANK
COORDINATES
DBS BANK LIMITED
BANK NAME : (SINGAPORE)
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER
CODE :
SWIFT CODE : DBSSSGSG
BENEFICIAR
Y :
AMOUNT :
CURRENCY : UNITED STATES DOLLAR
DATE :
DEAR SIR,
WE, ....... (ISSUING BANK), ........ (BANK ADDRESS), HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY
THAT WE ARE READY, WILLING AND ABLE TO ISSUE A .......STANDBY LETTER OF CREDIT (SBLC) IN FAVOUR
WE FURTHER CONFIRM TO YOU THAT THE STANDBY LETTER OF CREDIT (SBLC) IS CASH BACKED, FREE
AND CLEARED OF ENCUMBRANCE AND THE CASH IS GOOD, CLEAN AND CLEAR FUNDS OF NON-CRIMINAL
ORIGINS.
WE HEREBY CONFIRM THAT WE WILL DELIVER THE SAID STANDBY LETTER OF CREDIT (VIA SWIFT MT760
AND SEND THE ORIGINAL BY BANK BONDED COURIER TO THE DESIGNATED BANK COORDINATED BELOW
UPON CONFIRMATION FROM OUR CLIENT.
PLEASE CONFIRM THAT YOU ARE READY TO RECEIVE AND FUND THIS BANK INSTRUMENT.
FOR AND ON BEHALF OF: ------------------------------------------
NAME: NAME:
PIN:
Receiver code:
“EXHIBIT B”
SAMPLE SWIFT MT-799 IRREVOCABLE CONDITIONAL BANK PAYMENT ORDER (ICBPO)
NOTIFICATION :
---------------------------------------MESSAGE HEADER----------------------------------------
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
BANK OFFICER:
AMOUNT:
ACCOUNT NAME:
TO:
ADDRESS: ACCOUNT
NAME: ACCOUNT
NUMBER: IBAN:
BIC (SWIFT):
BANK OFFICER:
DEAR SIRS,
WE, (NAME OF BANK) HEREBY PRESENT OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE
CASH BACKED BANK PAY ORDER IN YOUR FAVOR FOR THE ACCOUNT OF YOUR CLIENT XXXXXXXXXXXX
HOLDING ACCOUNT NUMBER XXXXXXXXXXXX, IN THE AMOUNT OF EURO ………………………..MILLION (€
…..,000,000.00 FOR THE SAID BANK INSTRUMENT STATED BELOW.
WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-
CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.
THIS IRREVOCABLE CONDITIONAL BANK PAY ORDER IS A BINDING FULLY PERFORMED DUE BILL AND IS
IMMEDIATELY CALLABLE ON FOR CASH PAYMENT AGAINST THE SWIFT MT-760 DELIVERY OF THE BANK
INSTRUMENT SPECIFIED HEREIN.
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THIS IRREVOCABLE, CONDITIONAL, ASSIGNABLE, TRANSFERABLE AND CALLABLE BANK PAY ORDER IS VALID
FOR XXXXX (XXXX) INTERNATIONAL BANKING DAYS FROM DAY OF _, 2019 AND UNTIL DAY OF , 2020, 17:00
THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS
IT RELATES TO BANK CREDIT INSTRUMENTS.
NAME: NAME:
TITLE: TITLE:
PIN: PIN:
PROVIDER’S INITIAL RECEIVER’S INITIAL PAGE 15 OF 21
Contract Number: 08-ARIFIANTO-
Transaction code: 3520091110770001 US/400M/09/19 Provider code:
Receiver code:
“EXHIBIT C”
SAMPLE SWIFT MT-760 STANDBY LETTER OF CREDIT FROM ISSUING BANK TO RECEIVER BANK
FROM:
OF ISSUE:
DATE OF EXPIRY:
APPLICANT:
BENEFICIARY: …………………………….
AMOUNT:
TO: …………………………………………………..
FOR VALUE RECEIVED, WE, THE UNDERSIGNED, ------------------- (SBLC ISSUING BANK NAME……. , ADDRESS……..),
HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION, PROMISE TO PAY AGAINST
THIS STANDBY LETTER OF CREDIT TO THE ORDER OF ………………… , THE BEARER OR HOLDER THEREOF, AT MATURITY,
THE SUM OF USD XX,000,000.00 (UNITED STATES DOLLAR ………………………….). IN THE LAWFUL, CURRENCY OF THE
EUROPEAN UNION UPON PRESENTATION AND SURRENDER OF THIS GUARANTEE AT: ---------------- (NAME OF BANK: --
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF, FREE AND CLEAR OF ANY DEDUCTION, CHARGES, FEES, OR
WITHHOLDING OF ANY NATURE, PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED WITHHELD OR
ASSESSED BY THE GOVERNMENT OR (Company of issue) OR ANY POLITICAL SUB-DIVISION OR AUTHORITY THEREOF
OR THEREIN.
THIS BANK STANDBY LETTER OF CREDIT IS DIVISIBLE, ASSIGNABLE AND TRANSFERABLE WITHOUT PRESENTATION
OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR BANK GUARANTEE
AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, URDG758.
THIS STANDBY LETTER OF CREDIT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF (Country). THIS STANDBY LETTER OF CREDIT IS AN OPERATIVE INSTRUMENT.
FOR AND ON BEHALF OF (NAME AND ADDRESS OF THE ISSUING BANK)
NAME: NAME:
TITLE: TITLE:
PIN: PIN:
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This NCND also applies to any and all other transactions direct or indirect initiated by these
intermediaries.
The undersigned agrees that this fee protection is assignable and transferable to the
beneficiaries, designs, heirs & assigns upon written notice of all parties and shall not be amended
without the express written consent of the parties. If no contract is consummated, this fee
protection agreement is null and void in its entirety.
Provider code:
Receiver code:
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Should a contract be signed between the Provider and the Receiver, a bank endorsed corporate
pay order will be issued to the paymaster of each group, followed by a SWIFT wire transfer to the
paymaster's account, when payment for the bank instrument is completed.
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Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’
or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures
(2001)
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.
Receiver code: