DEED OF AGREEMENT/SPA

PROVIDER

COMPANY NAME:
COMPANY ADDRESS:
REGISTRATION No.:
REPRESENTED BY:
EMAIL
TELEPHONE

RECEIVER

BANK NAME: :
BANK ADDRESS: :
SWIFT CODE: :
ACCOUNT HOLDER: :
ACCOUNT NO.: :
BANK OFFICER NAME :
BANK OFFICER EMAIL :
BANK OFFICER PHONE /FAX :

PROVIDER ISSUING BANK

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
IBAN (EUR):
SWIFT CODE:
BANK OFFICER:
BANK TEL./FAX:

PROVIDER FEE BANK

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
IBAN (EUR):
SWIFT CODE:
BANK OFFICER:
NOTE SELLER HAS THE RIGHT TO CHANGE THE RECEIVING BANK COORDINATES
LATER WITH WRITING NOTIFICATION TO THE PAYER BEFORE THE PAYMENT IS
MADE-NOTE MULTIPLE ACCOUNT MAY APPLY

RECIEVER BANK DETAILS

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

BANK NAME: :
BANK ADDRESS: :
SWIFT CODE: :
ACCOUNT HOLDER: :
ACCOUNT NO.: :
BANK OFFICER NAME :
BANK OFFICER EMAIL :
BANK OFFICER PHONE /FAX :
BG/SBLC BENFICIARY :

Hereinafter referred to as "PROVIDER", on the other part, or if the RECEIVER and the PROVIDER
collectively, then hereinafter referred to as the "PARTIES".

WHEREAS. The RECEIVER desires to Purchase EURO500,000,000 (Five Hundred Million Euros) SBLC
from the Provider. RECEIVER confirms with full corporate and legal responsibility that funds available to
fulfill the requirements for the lease of this instrument is ready and RECEIVER further confirm to
cooperate with the PROVIDER.

WHEREAS. The PROVIDER desires to PROVIDE, transfer and assign all rights, title and interest of the
SBLC available to it to the RECEIVER. Provider represents and warrants that it has the ability and
resource to arrange through associates, contacts and sources, with full corporate responsibility, financial
instrument in the term of assignments to be provided to RECEIVER. Provider hereby declares under
penalty of perjury that the SBLC will be backed by funds that are good, clean, clear, and free of
noncriminal origin, the SBLC will be free and clear of all liens, encumbrances and third party interests.
I, …………………………………………………. and Authorized Signatory of ……………………………… do hereby confirm
with full legal, personal and corporate responsibility and authority, under penalty of perjury, irrevocably,
unconditionally that we are ready, willing and able to purchase the following bank instruments, under
the terms and conditions described below, with good, clean, clear funds of non-criminal origin, free of
any liens or encumbrances whatsoever.

NOW THEREFORE, The RECEIVER has agreed to Purchase the SBLC at 36%+3% of Face Value for the
instrument requested and Provider has agreed to lease the Purchase to Receiver and both Parties
hereby agree to the following terms stated below:

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

DESCRIPTION OF BANK INSTRUMENT:

TYPE OF INSTRUMENT : STANDBY LETTER OF CREDIT CASH BACKED

AGE : FRESH CUT
TERM : ONE (1) YEAR AND ONE (1) DAY
INTEREST RATE : ZERO PERCENT (0%)
ISSUING BANK : HSBC LONDON
CONTRACT VALUE : EURO5 500 MILLION WITH R AND E
TRANCHES : FIRST TRANCHE: EUR50,000,000 (FIFTY MILLION EUROS)
CURRENCY : EURO
PRICE : 36 % OF THE FACE VALUE + 3%
INTERMEDIARY FEE : 3% TO BE SHARED 50/50 BASIS BY BOTH PARTIES
PAYMENT : BY UNCONDITIONAL SWIFT WIRE TRANSFER- MT103 OR T/T
DELIVERY : PRE-ADVICE SWIFT VIA MT799, MT760 TO RECEIVER'S BENEFICIARY
BANK WITH HARD COPY TO FOLLOW BY BANK BONDED COURIER
WITHIN SEVEN (7) BANKING DAYS AFTER AUTHORIZATION OF PAYMENT

BOTH PARTIES CONVENENTED AS FOLLOWS:--

BOTH PARTIES COMPLETE THE SPA-DOA
1. RECEIVER AND PROVIDER SIGN THE AGREEMENT.
2. RECEIVER ISSUE ATV AND BPU VIA SWIFT MT799 TO PROVIDER NOMINATED BANK.
3. PROVIDER THROUGH IT BANK SEND VIA SWIFT THE BG/SBLC MT799-MT760 VALUE 500M EURO
AND HAND OVER THE SWIFT COPY TO RECIEVER WITHIN 3 BANKING DAYS.

4. RECIEVER WITHIN 3 DAYS OF RECEIPT OF THE SWIFT COPY AND CONFIRMED RECEIPT OF THE
SWIFT MT760 IN ITS BANK AUTOMATICALLY TRANSFER THE SUM OF 175M EURO TO PROVIDER
NOMINATED ACCOUNT.

5. PROVIDER BANK DELIVER THE MT760 HARD COPY VIA BANK BONDED COURIER.

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

SCHEDULE OF TRANCHE
CONTRACT AMOUNT: FIVE HUNDRED MILLION
€500,000,000.00) BUYER’S NAME: ………………………………….
BG/SBLC BENEFICIARY: ……………………..

NB DATE No. Of BG BG /SBLC TRANCHE BANQUE ICBPO/BPU 36

/SBLC FACE
TOTAL AMOUNT
VALUE
1 50 M€ 50 M€
2 100 M€ 150 M€
3 100 M€ 250 M€
4 100 M€ 350 M€
5 150 M€ 500 M€
TOTAL CONTRACT AMOUNT IN WORDING :FIVE HUNDRED MILLION EUROS (€500,000,000,000.00)
ROLLS &EXTENSIONS

This request is hereby issued on Sunday, 22 FEBRUARY 2020 for and on behalf of
……………………………

AGREED AND ACCEPTED BY

Authorized Signature
Name:
Title:
Passport:
Country of Issue:
Issue Date:
Expiry Date:

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

APPENDIX A
SAMPLE SWIFT MT-799 PRE-ADVICE FROM ISSUING BANK TO RECEIVER BANK
(RECEIVER MAY CHANGE TO THEIR BANK VERBIAGE)

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:
CURRENCY:USD
AMOUNT:
ISSUING DATE:
MATURITY DATE:

WE, <NAME & ADDRESS OF SBLC ISSUING BANK>, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY, PURSUANT
TO THE REQUEST AND ON BEHALF OF OUR CLIENT <SENDERS NAME> WITH ACCOUNT NUMBER <SENDERS
ACCOUNT NUMBER> THAT WE ARE READY, WILLING AND ABLE TO ISSUE AN UNCONDITIONAL, DIVISIBLE, AND
ASSIGNABLE, CASH BACKED STANDBY LETTER OF CREDIT (SBLC) OF ICC PUBLICATION #500/600 FORMAT, TO THE
BENEFICIARY <BENEFICIARY NAME> IN THE TOTAL AMOUNT OF <AMOUNT> WITH MATURITY DATE OF ONE YEAR
AND ONE MONTH FROM ISSUANCE DATE AND IT SHALL BE TRANSMITED VIA SWIFT MT760 WITHIN THREE BANK
DAYS UPON RECEIVING SWIFT MT799/RWA TO <SENDERS NAME> DESIGNATED BANK ACCOUNT FROM .
<BENEFICIARY NAME> DESIGNATED BANK ACCOUNT.

FOR AND ON BEHALF OF ISSUING BANK

ISSUING BANK ADDRESS

BANK OFFICER 1 BANK OFFICER 2

TITLE (PIN) TITLE (PIN)

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

APPENDIX B
SWIFT MT-760 FROM PROVIDER’S ISSUING BANK TO LENDER’S RECEIVING BANK

FROM
BANK NAME:
BANK ADDRESS:
BANK TEL:
BANK FAX:
BANK OFFICER NAME:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
.
TO
BANK NAME:
ANK ADDRESS
BANK OFFICER NAME:
BANK TEL:
BANK FAX:
SWIFT CODE: N
ACCOUNT NAME:
ACCOUNT NO:
.
MT760
WE, (NAME OF ISSUING BANK AND ADDRESS), WITH THE REGISTERED ADDRESS AT XXXXX HEREBY OPEN OUR
IRREVOCABLE STAND BY LETTER OF CREDIT NUMBER: XXXXXXXX , IN FAVOUR OF XXXXXXX UNDER ACCOUNT
NUMBER: XXXXXXXXXXXXXXX IN THE TOTAL AMOUNT OF EURO 500 MILLION EURO FIVE HUNDRED MILLION
(€500,000) ONLY.

THIS STAND BY LETTER OF CREDIT IS REDEEMABLE AND PAYABLE UPON PRESENTATION BY BENEFICIARY FIRST
WRITTEN DEMAND VIA SWIFT WIRE SYSTEM OR ON DUE DATE AT OUR COUNTERS AGAINST YOUR DRAFT DRAWN
AT SIGHT ON US ACCOMPANIED BY YOUR SIGNED, NOTARISED, AND DATED CERTIFICATE THAT THE AMOUNT
CLAIMED HAS BECOME DUE AND REMAINS UNPAID.

THIS STAND BY LETTER OF CREDIT IS ASSIGNABLE AND TRANSFERABLE. THE DRAFT DRAWN UNDER THIS CREDIT
MUST BE MARKED ON THE FACE “DRAWN UNDER STAND BY LETTER OF CREDIT NUMBER, “
WE HEREBY ENGAGE WITH YOU THAT THE DRAFT DRAWN HEREUNDER WILL BE DULY HONOURED BY US IF
DRAWN IN ACCORDANCE WITH THE TERMS AND CONDITIONS STATED IN THE STAND BY LETTER OF CREDIT.

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND CLEAR OF ANY DEDUCTIONS OR CHARGES, FEES OR
WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD, OR ASSESSED
BY THE GOVERNMENT OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREIN OR THEREOF.
THIS STAND BY LETTER OF CREDIT IS VALID FOR ONE (1) YEAR FROM THE DATE OF ISSUE.
THIS STAND BY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY
CREDITS ICC PUBLICATIONS NO. 600 LATEST EDITION.

THIS SWIFT IS AN OPERATIVE INSTRUMENT. NO HARD COPY SHALL FOLLOW.

FOR AND ON BEHALF OF BANK NAME/BANK ADDRESS

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

SIGNED BY TWO BANKING OFFICERS

BANK STAMP/SEAL

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

& IRREVOCABLE CORPORATE PAYMENT ORDER

DATE: February 2020

TO: BOTH PARTIES' CONSULTANTS

DESCRIPTION OF BANK INSTRUMENT :

TYPE OF INSTRUMENT: STANDBY LETTER OF CREDIT, BANK GUARANTEE CASH BACKED
AGE : FRESH CUT
TERM : ONE (1 ) YEAR AND ONE(1 ) DAY
INTEREST RATE : ZERO PERCENT (0%)
ISSUING BANK : HSBC BANK LONDON
CONTRACT VALUE : EURO500 MILLION WITH R AND E
TRANCHES : FIRST TRANCHE: EURO 100 MILLION
PRICE : 36 % OF THE FACE VALUE + 3%
INTERMEDIARY FEE : 3% TO BE SHARED 50/50 BASIS BY BOTH PARTIES
PAYMENT : BY UNCONDITIONAL SWIFT WIRE TRANSFER- MT103 OR T/T
DELIVERY: PRE-ADVICE SWIFT VIA MT799, MT760 TO RECEIVER'S BENEFICIARY BANK WITH HARD
COPY TO FOLLOW BY BANK BONDED COURIER WITHIN SEVEN (7) BANKING DAYS AFTER
AUTHORIZATION OF PAYMENT

WE, ……………………………………, HEREINAFTER AS THE "RECEIVER"), REPRESENTED BY …………………………………..AND

THE AUTHORIZED SIGNATORY AND HOLDER OF ……………….. PASSPORT ………………. , WITH OFFICE ADDRESS AT
…………………………………………………………………………………………………………………………………………
, DO HEREBY IRREVOCABLY GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND AUTHORITY,
UNDER PENALTY OF APPLICABLE PERJURY LAWS, AND AGREE TO ACT AS PAYER TO PAY COMMISSIONS UNDER
THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WITH AN IRREVOCABLE CORPORATE PAYMENT ORDER
WHICH IS AN INTEGRAL PART OF ABOVE CODED AGREEMENT IN THE TOTAL AMOUNT OF TWO PERCENT (2%) OF
THE TOTAL FACE VALUE OF THE BANK INSTRUMENT.
TOTAL OF THREE PERCENT (3%) COMMISSION FEES, ONE PERCENT (1.5%) FOR THE RECEIVER SIDE AND ONE
PERCENT (1.5%) FOR THE PROVIDER SIDE, WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH
PARTIES' BENEFICIRIES FOR DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.
ANY BANK OFFICER

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

THE PROVIDER SIDE:

TOTAL ONE PERCENT (1.00%) COMMISSION FEES WILL BE PAID TO THE FOLLOWINGS:
CLOSED

PAYMASTER
BANK NAME

BANK ADDRESS
ACCOUNT NUMBER

ACCOUNT NAME
SWIFT

BANK OFFICER
BANK TELEPHON

BANK FAXIMAL
SPECIAL WIRE Same Day Transfer and Immediate Credit - CURRENCY: Euro or US Dollars or IDR.All Wire transfers
shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to: <or
INSTRUCTIONS
legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original
Contract copy to be filed with Bank

BENEFICIARY Royalty fees for : Under the contract …………………..

THE RECEIVER SIDE:

TOTAL ONE PERCENT (2.%) COMMISSION FEES WILL BE PAID TO THE FOLLOWING:
RECEIVER SIDE GROUP PAYMASTER 0.5% COMMISSION FEE

PAYMASTER

BANK NAME

BANK ADDRESS

ACCOUNT NUMBER

ACCOUNT NAME

SWIFT

BANK OFFICER

BANK TELEPHON

BANK FAXIMAL

SPECIAL WIRE INSTRUCTIONSSame Day Transfer and Immediate Credit - CURRENCY: Euro or US Dollars or IDR.All Wire transfers
shall incorporate below Text Message and a copy of Bank Wire Transfer slip shall be emailed to: <or
PROVIDER SIGNATURE RECEIVER SIGNATURE
UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

legal verification and documentation pursuant to Patriot Act/Banking regulations with One Original
Contract copy to be filed with Bank

BENEFICIARY Royalty fees for : Under the contract ......................................

THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE
SUBJECT TO THE INTERNATIONAL CHAMBER OF COMMERCE "ICC" AND THE ICC ARBITRATION ACT AS ADOPTED BY
THE ICC OFFICE IN HONG KONG, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL NC/ND
CLAUSES AS PRESCRIBED BY ICC RULES (LATEST EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT
ORDER. THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS IRREVOCABLE, DIVISIBLE, AND
UNCONDITIONAL, AND MAY BE ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN. THIS AGREEMENT AND
IRREVOCABLE CORPORATE PAYMENT ORDER MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE
SHALL BE DEEMED AN ORIGINAL AND ALL TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.

PROVIDER SIDE GROUP PAYMASTER 0.5% COMMISSION FEE

BANK NAME :

BANK ADDRESS :

SWIFT CODE :

IFSC CODE :

ACCOUNT NAME :

BENEFICIARY :

ACCOUNT NUMBER :

BANK OFFICER NAME & TITLE :

BANK TEL NUMBER :

A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE DEEMED BINDING ON THE
"PARTIES" WITH THE FORCE AS THE SIGNED ORIGINAL. THE AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT
ORDER IS VALID WHEN COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL
REMAIN VALID AND ENFORCEABLE FOR THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW
AGREEMENT BETWEEN THE PARTIES AND/OR THEIR ASSIGNS.

THE BENEFICIARIES RESERVE THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANY TIME BY
PROVIDING WRITTEN REQUEST TO THE RECEIVER/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL
AGREEMENT AND PRIOR TO, OR SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE
LODGED WITH OUR PAYING BANK.

THE RECEIVER'S/PAYER'S BANK SHALL PROVIDE THE BENEFICIARIES, BY E-MAILS OR BY TELE/FAX WITH COPIES OF
THE SWIFT RELATED TO ALL PAYMENT INSTRUCTIONS UPON THE CLOSING OF EACH AND EVERY TRANSACTION OF
THE ABOVE TRANSACTION.

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

RECEIVER CERTIFICATE

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

PROVIDER PASSPORT

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID
 DEED OF AGREEMENT/SPA

PROVIDER CERTIFICATE

SIGNED BY RECIEVER SIGNED BY PROVIDER

________________________________

NAME : NAME :
NATIONALITY : NATIONALITY :
PASSPORT # : PASSPORT # :
ISSUE DATE : ISSUE DATE :
EXPIRY DATE : EXPIRY DATE :
PLACE OF ISSUE : PLACE OF ISSUE :
ADDRESS : ADDRESS :

PROVIDER SIGNATURE RECEIVER SIGNATURE

UNAUTHORIZED RECEIVER CONTACT TO PROVIDER BANK IS NULL AND VOID