Bank Instruments Doa r1
Bank Instruments Doa r1
PROVIDER’S CODE:
BUYER’S CODE:
DEED OF AGREEMENT
THIS DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “THE AGREEMENT” OR “DOA”) IS EXECUTED WITHOUT
PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR OWN
ACCORD ON March 22, 2025 BY AND BETWEEN:
THE PROVIDER OF BANK INSTRUMENTS BD/BG/SBLC HEREIN REFERRED TO AS THE "PROVIDER”, HEREBY
CONFIRMS, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW THEY ARE READY, WILLING
AND ABLE TO DELIVER THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED
BELOW, BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.
AND
COMPANY NAME
REG. ADDRESS
REPRESENTED BY
POSITION
OPERATING PHONE
OPERATING E-MAIL
THE BUYER OF BANK INSTRUMENTS SBLC HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY
OF PERJURY OF LAW, THEY ARE READY, WILLING AND ABLE TO FUND THE PURCHASE OF THE BANK INSTRUMENT,
UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW WITH GOOD, CLEAN, CLEAR, UNENCUMBERED FUNDS OF
NON-CRIMINAL ORIGIN.
THE PROVIDER AND THE BUYER MAY BE INDIVIDUALLY REFERRED TO HEREIN AS A “PARTY” AND COLLECTIVELY
REFERRED TO HEREIN AS THE “PARTIES”.
THE BUYER'S BANK SHOULD HAVE THE "RELATIONSHIP MANAGEMENT APPLICATION" (RMA) WITH DEUTSCHE
BANK.
TRANSACTION PROCEDURES:
1. THE BUYER SUBMITS THE COMPLETED CIS AND TWO BANK OFFICERS SIGNED BCL TO THE PROVIDER.
2. THE BUYER COMPLETES AND SIGNS THE DOA, AND RETURNS TO THE PROVIDER FOR COMPLETING AND
COUNTERSIGNING THE DOA.
3. IN THREE BANKING DAYS, THE PROVIDER WILL SEND PRE-ADVISE VIA SWIFT MT199 TO THE BUYER’S BANK TO
REQUEST BANK PAYMENT UNDERTAKING (BPU). THE PROVIDER WILL SEND THE BUYER COPY OF THE SWIFT
FOR TRACKING.
4. THE BUYER ON RECEIVING THE PRE-ADVICE VIA SWIFT MT 199, WILL ISSUE PAYMENT UNDERTAKING (BPU) IN
THREE BANKING DAYS VIA SWIFT MT199 TO THE PROVIDER’S NOMINATED BANK 48+2% OF THE TOTAL FACE
VALUE. THE BUYER WILL SEND THE PROVIDER COPY OF THE SWIFT FOR TRACKING.
5. THE PROVIDER UPON RECEIPT OF THE BANK PAYMENT UNDERTAKING AND AFTER VERIFICATION, THE
PROVIDER’S BANK WILL ISSUE THE SWIFT MT760 SBLC TO THE BUYER’S BANK. THE PROVIDER WILL SEND THE
BUYER COPY OF THE SWIFT FOR TRACKING.
6. UPON RECEIVING THE SWIFT MT760 SBLC AND AFTER VERIFICATION AND AUTHENTICATION, THE BUYER’S
BANK SHALL RELEASE FULL PAYMENT (48% OF FACE VALUE) WITHIN FIVE (5) BANKING DAYS TO THE PROVIDER
AND INTERMEDIARIES (AS PER THE FPA/PAY ORDER) VIA AN UNCONDITIONAL SWIFT MT103.
7. WITHIN SEVEN (7) BANKING DAYS FROM THE PROVIDER AND INTERMEDIARIES RECEIVING THE AGREED
PAYMENT, THE PROVIDER’S ISSUING BANK SHALL DELIVER THE SBLC HARD COPY TO THE BUYER’S BANK BY
BANK-BONDED COURIER.
8. ALL SUBSEQUENT TRANCHES WILL BE DELIVERED BY SWIFT MT760 UNTIL THE REQUIRED AMOUNT IS
DELIVERED IN FULL AND IN ACCORDANCE WITH THE TRANCHE SCHEDULE DETAILED IN APPENDIX A. THE
TIMING OF THE SUBSEQUENT TRANCHES, AND ROLLS AND EXTENSIONS BEYOND THE CONTRACT AMOUNT
MAY BE DISCUSSED AND AGREED BY THE PROVIDER AND THE BUYER DURING THE COURSE OF THE
TRANSACTION(S). ALL SWIFT COMMUNICATIONS WILL BE DELIVERED ACCORDING TO THE BRUSSELS SWIFT
PENALTY CLAUSE: FOR NON PERFORMANCE IF THE “BUYER” SHALL BE DEEMED TO BE IN BREACH OF ITS
OBLIGATIONS HERETO, THEY SHALL BE LIABLE TO PAY COMPENSATION TO THE “PROVIDER” IN THE AMOUNT
OF “2%” OF THE TOTAL SUM OF TRANSACTION.
BANKING COORDINATES:
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
ACCOUNT SIGNATORY
TELEPHONE / EMAIL
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
ACCOUNT SIGNATORY
TELEPHONE / EMAIL
IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT PRIOR WRITTEN
AUTHORISATION OF EITHER PARTY, SHALL BE CONSIDERED A BREACH OF THIS AGREEMENT WHICH WILL BE
TERMINATED WITH IMMEDIATE EFFECT, AND THE DEFAULTING PARTY MAY BE SUBJECT TO DAMAGES.
FURTHER CONDITIONS:
ANY UNAUTHORISED CALLS BY ANY PARTY OR ITS REPRESENTATIVE LAWYER TO PROBE OR COMMUNICATE IN AN
IMPROPER WAY TO THE PROVIDER’S OR BUYER’S BANK(S) IN THIS TRANSACTION SHALL BE PROHIBITED AND THE
CONTRACT TERMINATED.
MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY THE PROVIDER AND THE BUYER TO FACILITATE EXHAUSTION
OF THE CONTRACT. “THE PROVIDER” AND BUYER MAY CHANGE OR ADD TRANSACTION BANKS BY PROVIDING
WRITTEN NOTICE WITHIN TWENTY-FOUR (24) BANKING HOURS TO EACH OTHER.
BOTH PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS, AND ACCEPT LIABILITY FOR
TAXES, IMPOSTS, LEVIES OR CHARGES THAT MAY BE APPLICABLE IN THE EXECUTION OF THE TRANSACTION.
GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF CONSULTANCY FEES , AS
WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF FIVE (5) YEARS,
RENEWABLE FOR ANOTHER FIVE YEARS PERIOD OF TIME AT THE OPTION OF BOTH PARTIES.
THIS TRANSACTION CONSTITUTES A PURCHASE OF BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL NOT
BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1934 AS
AMENDED OR BY THE LAWS OF ANY OTHER NATION.
FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO BE
CONSIDERED ORIGINAL AND BINDING DOCUMENTS.
UPON ACCEPTANCE, THIS DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY
HOLDS ONE OF THE DOA COPIES SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN
WET INK AS HARD COPY CONTRACT WHEN REQUIRED.
ARBITRATION:
ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISE 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 PARTY MAY ALTER, AMEND, NOR MODIFY THIS AGREEMENT, EXCEPT IN WRITING ACCEPTED AND SIGNED
BY BOTH PARTIES. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE UNITED STATES. IN THE EVENT THAT EITHER PARTY SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS
AGAINST THE OTHER IT TO ENFORCE ANY OF THE TERMS OF THIS AGREEMENT THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER REASONABLE ATTORNEY FEES AND COSTS.
AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENT WILL BE EFFECTIVE EQUAL TO AN
AGREEMENT/CONTRACT. EACH PARTY HOLDS ONE OF THE EFFECTIVE AGREEMENTS/CONTRACTS BY THEIR
EXECUTION BELOW, THE PARTIES HERETO AGREE TO THE GENERAL TERMS AND ALL CONDITIONS HEREIN AND
WARRANT ONTO THE OTHER THE ENTIRE AGREEMENT BETWEEN PARTIES.
CONFIRMED AND SIGNED ON March 22, 2025 FOR AND ON BEHALF OF THE PROVIDER:
NAME:
TITLE:
PASSPORT NUMBER:
NATIONALITY:
CONFIRMED AND SIGNED ON March 22, 2025 FOR AND BEHALF OF BUYER:
NAME:
TITLE:
PASSPORT NUMBER:
NATIONALITY:
APPENDIX-A
PROPOSED TRANCHE SCHEDULE
THE MINIMUM OF THE FACE VALUE PER TRANCHE: 100 MILLION EURO (€100,000,000.00)
THE MAXIMUM OF THE FACE VALUE PER TRANCHE: 500 MILLION EURO (€500,000,000.00)
AGGREGATE
TRANCHE WEEK QUANTITY FACE VALUE AGGREGATE TOTAL
OF TRANCHES
PROPOSED AND SIGNED ON March 22, 2025 FOR AND BEHALF OF BUYER:
NAME:
TITLE:
PASSPORT NUMBER:
NATIONALITY:
ACCEPTED AND SIGNED ON March 22, 2025 FOR AND ON BEHALF OF PROVIDER:
NAME:
TITLE:
PASSPORT NUMBER:
NATIONALITY:
APPENDIX-B
SWIFT MT760 SBLC VERBIAGE
FOR VALUE RECEIVED, WE, XXX, LOCATED AT XXX, XX, XX, WITH FULL BANKING RESPONSIBILITY HEREBY OPEN
OUR STANDBY LETTER OF CREDIT NO: XXX AS FOLLOWS: ON BEHALF OF XXX WITH ACCOUNT NUMBER: XX, WE
HEREBY ESTABLISH IN FAVOUR OF XXX OUR CASHED-BACKED, IRREVOCABLE, ASSIGNABLE, TRANSFERABLE,
DIVISIBLE, AND CALLABLE STANDBY LETTER OF CREDIT FOR THE MAXIMUM AMOUNT OF CREDIT FOR THE
MAXIMUM AMOUNT OF XXXXX EUROS ONLY TO GUARANTEE PAYMENT OF SUMS DUE FROM ANY AMOUNTS DRAWN
OF CREDIT UP TO SAID MAXIMUM AMOUNT.
WE HEREBY CONFIRM WITH FULL LEGAL AND BANKING RESPONSIBILITY THAT THIS STANDBY LETTER OF CREDIT
IS BACKED BY FUNDS THAT ARE GOOD, CLEAN, CLEAR OF NON-CRIMINAL ORIGIN, AND FREE OF ANY LEVIES,
LIENS, OR ENCUMBRANCES. WE, XXX, HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR
NOTIFICATION AND WITHOUT ANY FURTHER PROOF OR CONDITION UNDERTAKE TO PAY IN FULL WITHOUT DELAY
AGAINST THIS STANDBY LETTER OF CREDIT UPON SURRENDER AND PRESENTATION OF THIS STANDBY LETTER
TO US BY WAY OF AN AUTHENTICATED SWIFT MESSAGE AT OUR OFFICE LOCATED AT XXX, BUT NOT LATER THAN
7 (SEVEN) DAYS AFTER MATURITY DATE OF THIS STANDBY LETTER OF CREDIT AFTER WHICH DATE OUR LIABILITY
TO YOU UNDER THIS STANDBY LETTER OF CREDIT WILL CEASE AND WILL BE OF NO FURTHER EFFECT WHETHER
THIS INSTRUMENT IS RETURNED TO US OR NOT. THIS STANDBY LETTER OF CREDIT IS IN SUPPORT OF A CREDIT
FACILITY AND/OR CREDIT ENHANCEMENT FOR PROJECT FUNDING.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND FREE AND CLEAR OF ANY DEDUCTION OR CHARGE, FEE
OR WITHHOLDING OF ANY NATURE PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR
ASSESSED BY THE GOVERNMENT OF THE ISSUING OR PAYING BANK OR ANY POLITICAL SUBDIVISION OR
AUTHORITY THEREOF OR THEREIN.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEE AS SET FORTH
BY THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (UCP 600) AND LATEST EDITION.
THIS SBLC SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE ISSUING OR
PAYING BANK.
WE HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST, DEMAND OR DELAY, PROMISE AND
GUARANTEE TO PAY CONSULTANCY FEES OF TWO PERCENT (2%) OF THE FACE VALUE OF THE INSTRUMENTS, FOR
THE BENEFIT OF THE CONSULTANTS BEING HEREINAFTER CALLED COLLECTIVELY THE “BENEFICIARIES” AND
INDIVIDUALLY A “BENEFICIARY”.
THE SAID CONSULTANCY FEE SHALL BE PAID UPON THE SUCCESSFUL CLOSING OF EACH AND EVERY TRANCHE
CONCURRENTLY WITH EACH PAYMENT OF THE INSTRUMENTS PURCHASED BY US. FURTHER, THE SAID
CONSULTANCY FEES SHALL BE PAID IN GOOD, CLEAN CLEAR AND UNENCUMBERED EUROS/DOLLARS AND
DELIVERED, VIA WIRE TRANSFER, TO YOUR DESIGNATED TRUST/BANK ACCOUNT COORDINATES.
THIS “FEE AGREEMENT-PAY ORDER” IS UNCONDITIONAL, ASSIGNABLE AND DIVISIBLE. THIS “FEE AGREEMENT-PAY
ORDER” SHALL ENDURE TO THE BENEFIT OF THE BENEFICIARIES AND THEIR RESPECTIVE HEIRS, ADMINISTRATORS,
SUCCESSORS AND ASSIGNS, AS THE CASE MAY BE, AND SHALL BE BINDING AND ENFORCEABLE UPON THE US, OUR
SUCCESSORS AND ASSIGNS AS THE CASE MAY BE, UNTIL THIS TRANSACTION, INCLUDING ANY RENEWALS,
EXTENSIONS AND ADDITIONS ARE FULLY COMPLETED.
THIS FEE AGREEMENT-PAY ORDER, IF TRANSMITTED BY FACSIMILE OR ELECTRONIC MAIL SHALL BE CONSIDERED
AN ORIGINAL, LEGALLY ENFORCEABLE DOCUMENT.
WE HEREBY DECLARE THAT WE ARE FULLY AWARE THAT THE INFORMATION RECEIVED FROM YOU IS IN DIRECT
RESPONSE TO OUR REQUEST AND IS NOT IN ANY WAY CONSIDERED OR INTENDED TO BE A SOLICITATION OF
FUNDS OF ANY SORT OR ANY TYPE OF OFFERING AND IS INTENDED FOR OUR GENERAL KNOWLEDGE ONLY. WE
HEREBY AFFIRM, UNDER PENALTY OF PERJURY, THAT WE HAVE REQUESTED INFORMATION FROM YOU AND YOUR
ORGANISATION BY OUR CHOICE AND FREE WILL, AND FURTHER THAT YOU HAVE NOT SOLICITED US IN ANY WAY.
INTERMEDIARIES ARE NOT ADVISORS OF ANY KIND.
PARTIES TO THIS AGREEMENT ARE INDEPENDENT CONTRACTORS AND ALL CONTEMPLATED PAYMENTS AND/OR
DISBURSEMENTS HEREUNDER ARE DIVIDED INTERESTS. NOTHING IN THIS AGREEMENT CONSTRUES OR CREATES
A PARTNERSHIP OR EMPLOYER/EMPLOYEE RELATIONSHIP BETWEEN OR AMONG THE PARTIES HERETO. ALL
TAXES, FEDERAL, STATE OR OTHER ARE THE INDEPENDENT RESPONSIBILITY OF EACH OF THE PARTIES HERETO.
THE RECEIPT OF THIS DOCUMENT CONSTITUTES ACKNOWLEDGEMENT ON THE PART OF RECIPIENTS HEREOF THAT
THE TRANSACTIONS HEREIN ARE NOT TO BE IN VIOLATION OF EXISTING REGULATIONS AND LAWS AND ALL PARTIES
HEREIN ARE BOUND TO OBEY AND BE IN COMPLIANCE WITH ALL REGULATIONS AND LAWS AS RELATED TO THE
TRANSACTIONS HEREIN.
PROVIDER SIDE CONSULTANCY FEE (CLOSED): 1.00% OF FULL-FACE VALUE, INCLUDING ROLLS AND EXTENSIONS
PAYMASTER
NAME OF BANK
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
IBAN NUMBER
ROUTING NUMBER
ACCOUNT SIGNATURE
BENEFICIARY
BANK TELEPHONE
BANK OFFICER
BUYER SIDE CONSULTANCY FEE: 1.00% OF FULL-FACE VALUE, INCLUDING ROLLS AND EXTENSIONS
BENEFICIARY NAME
NAME OF BANK
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
IBAN NUMBER
ROUTING NUMBER
ACCOUNT SIGNATURE
BENEFICIARY
BANK TELEPHONE
BANK OFFICER
THE SIGNATORY HEREOF AVERS AND CONFIRMS THAT HE HAS THE POWER AND AUTHORITY TO EXECUTE THIS
IRREVOCABLE FEE AGREEMENT AND PAY ORDER.
EXECUTED THIS DAY March 22, 2025 FOR AND ON BEHALF OF THE PROVIDER:
_____________________________________
NAME:
TITLE:
PASSPORT NUMBER:
NATIONALITY:
****END OF DOCUMENT****