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SBLC Purchase Agreement Template

This document is a deed of agreement between a buyer and provider for the purchase of a €5 billion standby letter of credit (SBLC) from the provider. It outlines the transaction details such as the instrument particulars, pricing, delivery timeline and procedures. It also specifies the sanctions for non-performance, arbitration process and banking information of both parties. The provider agrees to issue the SBLC in €500 million tranches until the total contract amount is reached, backed by cash funds and in accordance with UK and ICC laws and guidelines.

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Sang Nguyen
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100% found this document useful (2 votes)
757 views30 pages

SBLC Purchase Agreement Template

This document is a deed of agreement between a buyer and provider for the purchase of a €5 billion standby letter of credit (SBLC) from the provider. It outlines the transaction details such as the instrument particulars, pricing, delivery timeline and procedures. It also specifies the sanctions for non-performance, arbitration process and banking information of both parties. The provider agrees to issue the SBLC in €500 million tranches until the total contract amount is reached, backed by cash funds and in accordance with UK and ICC laws and guidelines.

Uploaded by

Sang Nguyen
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
  • Deed of Agreement Details: Outlines the parties involved in the agreement including the buyer and provider details, ensuring compliance and responsibilities.
  • Bank Instrument Particulars: Details the specific banking instruments involved, including terms, conditions, and fees associated with the services.
  • Transaction Procedure: Describes the step-by-step transaction process and necessary compliance documents required for executing the transaction.
  • Non-Solicitation and Arbitration: Defines the non-solicitation terms and the arbitration protocol in case of disputes between parties.
  • Banking Details for Transactions: Lists the bank details for receiving and processing payments, outlining conditions to ensure compliance.
  • Provider and Buyer Agreements: Confirms the mutual agreements and responsibilities between the provider and buyer, with specifics on compliance and solicitations.
  • Exhibits A - B: Includes formats for bank letters and communication structures as needed in the transaction process.
  • Exhibits C - D: Outlines forms and templates for Bank Purchase Undertaking and Swift transmission standards.
  • Schedule Program of Tranche: Provides a delivery schedule for tranches, detailing the transaction code and agreement parameters.
  • Client Information Sheet: Gathers essential client identification details required to comply with the banking and transaction regulations.
  • Board Resolution: Documents the resolutions passed by the Board of Directors related to transaction authorizations and responsibilities.
  • Conditions and Statements: Provides a comprehensive list of conditions governing the transaction and the board's acknowledgment of agreements.
  • Non-Solicitation and Non-Disclosure Statement: States non-disclosure terms ensuring transaction confidentiality and non-solicitation of funds between parties.
  • Irrevocable Corporate Protection Agreement: Describes the protections in place for corporate transactions including mandates and fee allocations.
  • Empty Pages - Provider and Buyer Copies: Pages marked for provider’s passport and corporate certificate copies with no additional content.
  • Authorization to Verify Funds: Authorizes the verification of funds ensuring the readiness and security of the financial allocation.
  • Electronic Document Transmissions: Describes the protocol for electronic document transmissions related to the agreement and its components.

TXN REFERENCE XXX-XXXXX-X.

0B-SBLC -20210625

DATE 25TH JUNE 2021

DEED OF AGREEMENT/RWA
Date: Saturday, August 14, 2021
To: PROVIDER

I, MR. XXXXXXXXXX, holder of Passport Number: XXXXXXX, issued by XXXXXXXX, hereby confirm
with full legal and corporate responsibility, and under penalty of perjury, that we are ready willing
and able to PURCHASE Instrument with good, clean, clear and unencumbered funds of non-criminal
origin through our banking source, Standby Letter of Credit (SBLC), under the terms and conditions
stated herein. Normal ethical standards shall apply.

BUYER’S FULL INFORMATION:

COMPANY NAME
COMPANY ADDRESS
CO. REG. NO.
REPRESENTED BY
POSITION
NATIONALITY
PASSPORT NO.
BUSINESS PHONE
BUSINESS FAX
OPERATING E-MAIL
Hereinafter referred to as the ' Buyer', on one part, AND

PROVIDER’S FULL INFORMATION:

COMPANY NAME
COMPANY ADDRESS
REPRESENTED BY
CORPORATE REG NO
PASSPORT NUMBER
COUNTRY OF ISSUE
TEL
EMAIL

Hereinafter referred to as the ‘Provider', on the other part, or if the Provider and the Buyer collectively,
then hereinafter referred to as the ‘Parties’.

WHEREAS, the Buyer desires to receive a collateral facility from the Provider, in form of STANDBY
LETTER OF CREDIT (SBLC) for the purpose to secure project investment and proper daily management

1
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

of project implementation, and further confirms with full corporate and legal responsibility that
sufficient funds are available to cover the costs of the said purchases.

WHEREAS, the Provider accepts Buyer’s application for the collateral facility, in form of SBLC, by issuing
and transferring to the Buyer all its rights on SBLC Title and any other interest, plus further represents
and warrants that it has the ability and resource to cause the issuance and arrange through associates,
contracts and sources, with full corporate responsibility, such financial instrument(s) as required and as
per terms mutually agreed herein.

The Provider hereby declares, under full penalty of perjury, that each SBLC will be backed by good,
clean, cleared, and of non-criminal origin cash funds, free and clear of all liens, encumbrances and any
third-party interests.

NOW THEREFORE, the Buyer has agreed to receive the instrument(s) at certain cost and the Provider
has agreed to issue/deliver said instruments based on the following terms and conditions:

BANK INSTRUMENT PARTICULARS:

1 INSTRUMENT BANK GUARANTEE (BG) / STANDBY LETTER OF CREDIT (SBLC)CASH BACKED


2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK HSBC UK
4 AGE /CURRENCY ONE (1) YEAR AND ONE (1) DAY-FRESH CUT/EURO
5 PRICE FORTY -SEVEN PERCENT (47% OF PURCHASE) PLUS THREE PERCENT (3%)
6 INTERMEDIARY FEES 3% ON FACE VALUE(1.0%SELL SIDE &1.0%BUY SIDE & 1%FACILITATORS )
7 CONTRACT AMOUNT EURO 5.0 BILLION (€5,000,000,000.00) PLUS R&E
8 TRANCHES EURO FIVE HUNDRED MILLION (€ 500,000,000.00) UNTIL TOTAL CONTRACT
9 DELIVERY DELIVERED BY ISSUING BANK, BANK PAYMENT UNDERTAKING (“BPU”) (EXHIBIT C) ISSUING
BANK TO ISSUE MT-760 PROVIDER TO SEND SWIFT COPIES OF THE MT-799 AND MT-760 TO
THE BENEFICIARY/BUYER AS SOON AS THEY ARE SENT PAYMENT FOR THE BG/SBLC TO BE
REMITTED WITHIN FIVE (5) BANKING DAYS UPON VERIFICATION AND CONSOLIDATION OF
THE MT-760. HARD COPY TO FOLLOW BY BANK BONDED COURIER WITHIN TEN (10)
BANKING DAYS AFTER AUTHENTICATION OF PAYMENT
10 PAYMENT SWIFT MT103/202
11 HARD COPY BONDED COURIER WITHIN TEN BANKING DAYS.

2
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

TRANSACTION PROCEDURE:
1. THE BUYER SEND TO THE PROVIDER THIS LOI/DOA WITH ALL DOCUMENTS FOR DUE DILIGENCE AND
COMPLIANCE (CIS, CERTIFICATE OF INCORPORATION, BOARD RESOLUTION, BANK RWA (BCL OR POF), ETC ... AND
WITHIN 48 HOURS PROVIDER CONFIRMS THE DUE DILIGENCE.

2. WITHIN FIVE (5) BANKING DAYS, RECEIVING BANK OF THE BUYER WILL ISSUE RWA / BCL VIA SECURE BANK E-
MAIL (EXHIBIT A) TO THE DESIGNED BANK BY THE PROVIDER & SEND COURTESY COPY EMAIL MESSAGE TO THE
PROVIDER WITHIN TWENTY-FOUR (24) BANKING HOURS.

ONCE RECEIVED THE BANKING E-AMIL, AND VERIFIED BY PROVIDER’S COMPLIANCE BANK, PROVIDER COUNTER
SIGN THE DOA AND RETURN TO BUYER, WHICH HEREBY AUTOMATICALLY BECOMES A FULL RECOURSE
COMMERCIAL CONTRACT AFTER THE PROVIDER HAS ACCEPTED / COUNTERSIGNED THE RECEIVER’S APPLICATION.

3.WITHIN FIVE (5) BANKING DAYS, THE ISSUING BANK OF THE PROVIDER WILL ISSUE AN MT-799 PRE-ADVICE
(EXHIBIT B) CONFIRMING THAT THEY ARE READY, WILLING AND ABLE TO ISSUE AS PER THE FORMAT SET OUT IN
EXHIBIT D. PROVIDER SENDS COPY OF THE MT-799 PRE-ADVICE TO THE BENEFICIARY/BUYER WITHIN TWENTY-
FOUR (24) BANKING HOURS.

4. WITHIN FIVE (5) BANKING DAYS OF THE RECEIPT OF THE PROVIDER’S MT-799 PRE-ADVICE, THE RECEIVING
BANK WILL SEND BY SWIFT MT-799 THE BPU (EXHIBIT C) CONFIRMING RECEIPT AND ABILITY TO PAY THE TOTAL
AMOUNT UP TO 47% +3% OF THE TOTAL FACE THE INSTRUMENT WHICH WILL INCLUDE ALL CONSULTANCY FEES.

5. WITHIN FIVE (5) BANKING DAYS OF PROVIDER RECEIVING BPU FROM THE RECEIVING BANK, ISSUING BANK
SHALL ISSUE SWIFT MT-760 (EXHIBIT D) & PROVIDER WILL SIMULTANEOUSLY ISSUE ITS CORPORATE INVOICE FOR
THE SAME.

6. THE RECEIVING BANK WILL RECEIVE, CONFIRM AND VERIFY THE SWIFT MT-760 (BG/SBLC). THE
BENEFICIARY/BUYER WILL REMIT PAYMENT WITHIN FIVE (5) BANKING DAYS AFTER MT760 RECEIVED TO THE
PROVIDER’S DESIGNATED ACCOUNT(S) THE PURCHASE FEES AND THE CONSULTANCY FESS TO THE
INTERMEDIARIES’ DESIGNATED ACCOUNT(S).

7. SHOULD THE BENEFICIARY/BUYER DEFAULT IN PAYING THE PURCHASE FEES AND THE TRANSACTION FEES AS
STIPULATED IN THIS DOA WITHIN THE STIPULATED TIME AFTER RECEIPT OF SWIFT MT-760, PROVIDER SHALL
INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE (BG/SBLC) THEREBY FORCING THE RECEIVING BANK TO
RETURN THE SWIFT MT-760 (BG/SBLC) TO THE ISSUING BANK.

8. WITHIN TEN (10) BANKING DAYS AFTER RECEIPT OF ALL FEES INCLUDING THE CONSULTANCY FEES, THE HARD
COPY OF THE (BG/SBLC) WILL BE SENT TO RECEIVING BANK BY BANK-BONDED COURIER.

9. UPON SUCCESSFUL COMPLETION FIRST TRANCHE, AS MUTUALLY AGREED BY BOTH PARTIES, BEGINNING WITH
PROCEDURE NEXT TRANCHES; PROVIDER WILL ISSUE SWIFT MT760 IN FAVOR OF BENEFICIARY ACCORDING THIS
DOA.

10. THIS DOA IS A FULL RECOURSE COMMERCIAL COMMITMENT GOVERNED BY THE LAW OF THE UNITED KINGDOM
AND STANDARDS UNDER ICC REGULATION.

SANCTIONS FOR NON PERFORMANCE

After this contract is signed by both Provider and Buyer, 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 first tranche of the contract to the suffering Party.
3
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

NON-SOLICITATION

The Buyer hereby confirms and declares that the Provider, its associates or representatives or any
person or persons on its behalf has/have never ever solicited the Buyer, its 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 or failure of performance by Buyer or Provider in the obligations under this agreement
also attracts 2% payment of the face value of SBLC as penalty.

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 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 attorney fees and costs.

By signing this DOA, all the parties, SBLC issuer bank, Buyer bank, Buyer and Provider 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 deed of agreement.

BANKING INFORMATION OF THE PARTIES

PROVIDER‘S BANK COORDINATES: TO ISSUE SWIFT MT 799 PRE-ADVICE, MT760 SBLC

BANK NAME HSBC UK


BANK ADDRESS
SWIFT CODE
ACCOUNT NUMBER
ACCOUNT NAME
BANK OFFICER
BANK PHONE |FAX
EMAIL
4
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

PROVIDER‘S BANK COORDINATES: FOR RECEIVING AGREED PAYMENTS

BANK NAME TBA


BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
SORT CODE
IBAN No
PROVIDER RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE HIS FEE.
(IT’S OUR BANK REGULATIONS AND PROCEDURE)

BUYER‘S BANK COORDINATES: FOR RECEIVING BANK INSTRUMENT AND PAYMENT

Bank Name
Bank Address
Account Name
Account Number
Swift Code
Bank Officer
Bank Officer Tel
Bank Officer Fax
Bank Officer Email
SBLC Beneficiary Name

CONDITIONS:

1. Parties are not allowed to contact the other party’s bank without expressed written permission.
Any Provider attempting to do so will lend to cancellation of this DOA/RWA.
2. The parties herein agree the non-circumvention / non-disclosure rules of all issues from ICC and
the latest edition apply to the transaction for a period of five years from the date of execution of
this agreement.
3. The terms of this agreement are binding upon the parties upon execution by both parties.
4. This agreement is subject to the relevant international laws for any fraudulent action and such
actions will be punished by law.
5. Neither party may assign of delegate its interest or duties without prior written consent of the
other party.
6. This transaction constitutes a private purchase and sale of bank instruments, conducted
between two principal entities to be defined by contract and as such, is not intended to be nor
shall be interpreted as a securities transaction as defined by the European Securities Act, the
United States Securities and Exchange Act of 1933/34, or as amended by law or any other
nation.

5
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

We hereby acknowledge and confirm that neither the collateral provider nor their associates nor
any person on their behalf solicited me in anyway whatsoever that can be construed to be as a
solicitation herein.

BY SIGNING THIS DOA/RWA, 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.

AGREED AND ACCEPTED BY THE PROVIDER :

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE
WRITTEN AND SIGNED AT THIS DAY SATURDAY, AUGUST 14, 2021

FOR AND ON BEHALF OF PROVIDER:

________________________________________________________________
AUTHORIZED BY THE PROVIDER
FULL NAME: MR.
DATE:25TH JUNE 2021
TITLE: DIRECTOR
PASSPORT #:
ISSUE DATE:
EXPIRY DATE:
COUNTRY ISSUED:

FOR AND ON BEHALF OF BUYER/ BENEFICIARY:

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORT:
ISSUE DATE:
EXPIRY DATE:
ISSUE PLACE:

6
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

EXHIBIT”A”
BANK LETTERHEAD

To: BENEFICIARY COMPANY NAME


XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX
XXXXXXXXXXXXXXX

ATTENTION: XXXXXXXXXXXXXXX

In accordance with instructions received, we [______ BANK NAME ______] located at [_____ BANK ADDRESS
_____] on behalf of our Beneficiary [___ BENEFICIARY COMPANY NAME ___] with account number [___
ACCOUNT NUMBER ___], whose representative and signatory is Mr. _____________________, hereby irrevocably
confirm that our client [___ BENEFICIARY COMPANY NAME ___] has the required financial capability in the
amount of EUR 000,000,000.00 (_______ AMOUNT IN WORDS _______) to pay for the (___ BANK INSTRUMENT
___) once it is received.

The Beneficiary is ready willing and able to utilize your issued (___BANK INSTRUMENT___) using SWIFT
System delivery protocol in the amount of EUR 000,000,000.00 (___ AMOUNT IN WORDS ___) against your
credit facilitate. We further confirm that the said cost of issuance of the (___ BANK INSTRUMENT ___) using
the agreed delivery protocol will be paid within ten (10) banking days.

The funds to be transferred / wired are good, clean and cleared funds of non-criminal origin from a legal
source.

For and on behalf of (___ RECEIVING BANK NAME & FULL BANK ADDRESS ___)

1. BANK OFFICER NAME:


TITLE: (SIGNATURE &BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:
-----------------------
2. BANK OFFICER NAME:
TITLE: (SIGNATURE &BANK SEAL)
ID PIN:
PHONE NUMBER:
BANKING EMAIL:

7
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

“EXHIBIT B”
FORMAT OF THE PROVIDER’S PRE-ADVICE VIA MT-799

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐-----------------------


SUBJECT: CASH-BACKED SBLC UNDER ICC FORMAT 600
AMOUNT: xx BILLION (€XX, 000,000,000.00) EURO
BENEFICIARY:
TRANSACTION CODE:

WE XXXX(ISSUING BANK AND ADDRESS)----------, ON BEHALF OF OUR CLIENT, HEREBY CONFIRM WITH FULL BANKING
RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) YEAR AND ONE DAY STANDBY LETTER OF CREDIT
(SBLC) CASH BACKED ICC 600 FORMAT IN THE AMOUNT OF XX(€X,000,000,000.00) LAWFUL CURRENCY OF THE EUROPEAN
UNION IN FAVOR OF YOUR CLIENT INVESTMENT DEVELOPMENT LIMITED, ACCOUNT NUMBER:_______________. MATURITY:
(ONE YEAR AND ONE DAY) VIA SWIFT MT-760. THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH
FULL BANKING RESPONSIBILITY. WE FURTHER CONFIRM THAT THE SBLC IS CASH-BACKED AND IS TRANSFERABLE AND
UNCONDITIONALLY CALLABLE UPON MATURITY. WE ALSO CONFIRMED THAT THE SOURCE OF FUNDS IS DERIVING FROM
LEGITIMATE SOURCE AND WE HAVE DONE OUR INTERNAL DUE DILIGENCES ACCORDANCE TO MONEY LAUNDERING ACT. THIS
FUND IS CLEAN AND CLEAR FROM ANY CRIMINAL SOURCE. PLEASE CONFIRM YOU ARE READY TO RECEIVE AND FUND THIS
BANK INSTRUMENT AS PER AGREEMENT WITH OUR CUSTOMER ADVISE US THAT YOUR CLIENT HAS FULLY APPRISED YOU OF
THE ARRANGEMENT. THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED
AND AVAILED VIA MT760 AND EXACT SBLC SHALL BE AS BELOW:
---------------------------------------QUOTE----------------------------------
WE, -------------(ISSUING BANK AND ADDRESS)----------, AT THE REQUEST OF THE ABOVE REFERENCED CLIENT, HEREBY
ESTABLISH OUR IRREVOCABLE AND TRANSFERABLE STANDBY LETTER OF CREDIT IN FAVOR OF SECOND PARTY
xxxxxxxxxxxxxxxx, IN THE AMOUNT OF XX (€XX,000,000,000.00) LAWFUL CURRENCY OF THE EUROPEAN UNION AVAILABLE
BY DRAFT UPON PRESENTATION TO US OF THE ORIGINAL OF THIS LETTER OF CREDIT AT OUR COUNTERS ON MATURITY,
BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DATE.SUCH DRAFT, UNDER THIS LETTER OF CREDIT
MUST BE MARKED ON ITS FACE “DRAWN UNDER (ISSUING BANK & ADDRESS), STANDBY LETTER OF CREDIT NUMBER
[XXXXXXXXXXX], DATED XX/XX/2017”.
WE HEREBY AGREE WITH THE DRAWER, ENDORSER AND/OR BONA FIDE HOLDER OF THE DRAFT DRAWN UNDER, AND IN
COMPLIANCE WITH, TERMS OF THE LETTER OF CREDIT, SUCH THAT DRAFT WILL BE DULY HONORED, AT ANY OF OUR
COUNTERS WORLDWIDE, UPON PRESENTATION TO THE DRAWER HEREOF.
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, WITH-HELD OR ASSESSED BY
THE GOVERNMENT OF UNITED KINGDOM OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.
THIS LETTER OF CREDIT IS IRREVOCABLE AND TRANSFERABLE AND IS DRAWN IN ACCORDANCE WITH, AND IS SUBJECT
THE “UNIFORM CUSTOMS AND PRACTICES FOR LETTER OF CREDIT” TO UCP (2007 REVISION) ICC PUBLICATION NO. 600
(UCP 600) AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM. THIS IS
AN OPERATIVE INSTRUMENT.

FOR AND ON BEHALF OF

------------------------------------------------------------------------------
This pre-advise is valid for seven (7) international banking days only as an operative instrument, no mail confirmation will follow.
All charges are for the account of applicant.

BANK OFFICER: BANK OFFICER:


TITLE TITLE
PIN CODE: PIN CODE:

8
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

“EXHIBIT C”
FORMAT OF MT-799 BANK PURCHASE UNDERTAKING
TO BE COMPLETED BY BANK BEFORE SWIFT
SWIFT INPUT : MT-799 IRREVOCABLE PAYMENT UNDERTAKING
SENDER :
BANK NAME :
BANK ADDRESS :
BANK OFFICER :
BANKER TEL :
BANKER FAX :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NO :
BUYER :
MR. :
BANK OFFICER :
TELEPHONE NO. :
FOR CREDIT TO ACCOUNT NO : xxxxxxxxxx
FOR THE BENEFIT OF : Xxxxxxxxxx

WE, XXX BANK UNDERTAKE UNDER FULL BANKING RESPONSIBILITY THAT WE ARE READY, WILLING AND ABLE TO
RECEIVE AND ACCEPT THIS STANDBY LETTER OF CREDIT INSTRUMENT AND TO FUND THE AMOUNT OF XXX
HUNDRED MILLION EUROS (XXX, 000,000) TO YOUR CLIENT, XXXXX, ACCOUNT NUMBER XXXXXXXX FOR TRANSFER
AND CREDIT TO XXXXXXX ACCOUNT NO. XXXXXXXX UPON OUR RECEIPT OF THE CONTRACTED STANDBYLETTER OF
CREDIT IN THE FACE AMOUNT OF EUROS XXXXXX MILLION (€XXX, 000,000) VIA SWIFT MT-760.

WE CONFIRM THAT PAYMENT FOR THE STANDBY LETTER OF CREDIT WILL BE BY WIRE TRANSFER SWIFT MT-103.

FOR AND ON BEHALF OF:


xxx ISSUING BANK
xxx ISSUING BANK ADDRESS

BANK OFFICER 1 BANK OFFICER 2


TITLE (PIN) TITLE (PIN)

9
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

“EXHIBIT D”
BG/SBLC Format via SWIFT MT-760
Start Transmission-----------------------------------------------------------------------------------------------
Date: XX.XX.17 Reprint From Local Swiftacks ____________________________
MTT Tome: XX: XX:XX GMT +0
SRC RTE: ______________
DTN RTE: ______________
MSG TYPE: 760
----------------------------INSTANCE TYPE AND TRANSMISSION-----------------------------
Notification (TRANSMISSION) : OF ORIGINAL SENT TO SWIFT/FAX/TELEX (ACK)
Network Delivery Status : NETWORK ACK
Priority : URGENT
Correspondent Input Reference : ________________________________________
Correspondent Output Reference : ________________________________________
Swift Input : MT 760 STANDBY LETTER OF CREDIT (SBLC)
Sender :
Receiver :
----------------------------------------NARRATIVE--------------------------------------
F27 : Sequence of Total
X/X
F20 : Transaction Reference Number
X___________________________
F30 : Issue Date
XX/XX/17
Maturity Date
XX/XX/18
F40C : Applicable Rules
URDG.
F77C : Details of Standby Letter of Credit (SBLC)
SBLC NO: ________________
APPLICANT: _________________
BENEFICIARY: ___________________
ADVIRTISING BANK: ______________________
CURRENCY: EURO (€)
FACE AMOUNT: _________________________________
LATEST DATE FOR CLAIMS: “EXPIRY DATE” ONE (1) YEAR ONE (1) DAY FROM DATE OF
ISSUE
Sender’s Reference
50A: account with Institution
*** BANK NAME:
*** BANK ADDRESS:
*** ORDERING CUSTOMER: ___________________________________
*** ACCOUNT/IBAN NUMBER: ________________________________
*** SWIFT CODE:

F57 Receiver BIC:


*** BANK NAME: ____________________
*** BANK ADDRESS: ______________________________________
*** ACCOUNT/IBAN NO: ________________
*** ACCOUNT NAME: ___________________
*** BANK OFFICER: ____________________
*** SWIFT CODE: ________________

10
BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

F79 : NARRATIVE DESCRIPTION OF ORIGINAL MESSAGE


IRREVOCABLE STANDBY LETTER OF CREDIT NO: _____________________

BY ORDER AND FOR ACCOUNT OF __ ORDERING CUSTOMER__, WE HEREBY ESTABLISH OUR IRREVOCABLE,
TRANSFERABLE, CALLABLE, ASSIGNABLE, DIVISIBLE STANDBY LETTER OF CREDIT NO: ___________________ IN YOUR
FAVOR UP TO AN AGGREGRATE PRINCIPAL AMOUNT OF _______________ EURO ONLY (EURO XX0.000.000,00)

THIS STANDBY LETTER OF CREDIT IS PAYABLE AGAIANST YOUR SIGHT DRAFT DRAWN ON US FOR THIS AMOUNT UP
TO _______________EURO ONLY (EURO XX0.000.000,00) AND MARKED WITH THE CLAUSE “DRAWN UNDER HSBC
IRREVOCABLE STANDY LETTER OF CREDIT NO: _____________________ DATED XXTH ______ 2017 SIGNED BY THE
BENEFICIARY WORLD TEAM CAPITAL PARTNERS LIMITED ACCOUNT NUMBER _________________________

THIS CERTIFICATE SHALL BE FINAL AND CONCLUSIVE.

THIS STANDBY LETTER OF CREDIT IS EFFECTIVE FROM XXTH ________ 2018 AND EXPIRES IN XXST _____ 2019 AND ALL
DRAWINGS UNDER THIS STANDBY LETTER OF CREDIT MUST BE PRESENTED TO US BEFORE THE EXPIRY DATE.

WE HEREBY AGREE THAT ALL DRAFTS DRAWN ON US AND PRESENTED IN CONFORMITY WITH THE TERMS OF THIS
STANDBY LETTER OF CREDIT SHALL BE DULY HONORED BY US AND WE SHALL REMIT THE PAYMENT UPON RECEIPT
OF DOCUMENTS COMPLYING WITH THE CREDIT TERM AND CONDITIONS. REIMBURSEMENT UNDER THIS STANDBY
LETTER OF CREDIT IS SUBJECT TO ICC 600.

THIS STANDY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY
CREDITS, 2007 REVISION, AND INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600 AND SHALL BE
GOVERNED AND CONSTRUED IN ACCEPTANCE WITH THE ENGLISH LAWS IN THE EVENT OF ANY INCONSITIANCY,
THE ENGLISH LAW OF THE UNITED KINGDOM PREVAIL, IN ACCEPTING THIS STANDBY LETTER OF CREDIT, YOU
HEREBY IRREVOCABLY AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURT OF LONDON,
UNITED KINGDOM. THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR HARD COPY WILL FOLLOW.

FOR AND ON BEHALF OF

AUTHORIZED OFFICER (1) : _________________ (___________) ______________________________

AUTHORIZED OFFICER (2) : _________________ (___________) ______________________________

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PROPOSED DELIVERY SCHEDULE OF FC SBLC TRANCHES

SCHEDULE PROGRAM OF TRANCHE


BUYER’S CODE:
CONTRACT AMOUNT: €.. Euro (€00,000,000,000.00) with R&E
BUYER’S NAME:XXXXXXXXXXXXXXXXXXXXXX
TRANSACTION CODE: TBA

WK DAY TRANCHE # FACE VALUE REMARKS


1ST 1 1 500,000,000.00 FIRST TRANCHE
2ND 5 2 500,000,000.00 SECOND TRANCHE
3RD 10 3 THIRD TRANCHE
4 FOURTH TRANCHE
5 FIFTH TRANCHE
6 Per agreement SIXTH TRANCHE
7 SEVENTH TRANCHE
8 EIGHTH TRANCHE
9 NINTH TRANCHE
10 TENTH TRANCHE
TOTAL WITH R&E

FOR AND ON BEHALF OF BUYER:

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORT:
ISSUE DATE:
EXPIRY DATE:
ISSUE PLACE:

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CLIEN’T INFORMATION SHEET


DATE: SATURDAY, AUGUST 14, 2021
IN ACCORDANCE WITH ARTICLES TWO (2) THROUGH FIVE (5) OF THE DUE DILIGENCE CONVENTION AND THE FEDERAL BAKING
COMMISSION CIRCULAR OF DECEMBER 1998, CONCERNING THE PRVENTION OF MONEYLAUNDERING, AND ARTICLE 350 OF THE
SWISS CRIMINAL CODE, THE FOLLOWING INFORMATION MAY BE SUPPLIED TO BANK AND / OR OTHER FINANCIAL INSTITUTIONS
FOR THE PURPOSE OF VERIFICATION OF IDENTITY AND ACTIVITIES OF THE INVESTING MEMBER, AND THE NATURE AND ORIGIN
OF THE FUNDS THAT ARE TO BE UTILIZED. ALL PARTIES HEVE AN OBLIGATION TO RESPECT PROFESSIONAL SECRECY AND TO
TAKE ALL APPROPRIATE PRECAUTIONS TO PROTECT THE CONFIDENTIALITY OF THE INFORMATION EACH HOLDS IN RESPECT OF
THE OTHER’S ACTIVITIES. THIS LEGAL OBLIGATION SHALL REMAIN IN FULL FORCE AND EFFECT AT ALL TIMES.
DATE:
CLIENT NAME (SIGNATORY):
CITIZENSHIP:
PASSPORT NUMBER:
PASSPORT ISSUE DATE:
FEDERAL ID NUMBER:
DATE OF BIRTH:
HOME ADDRESS:
HOME TELEPHONE NUMBER:
HOME FAX:
CELLULAR PHONE NUMBER:
DIRECT EMAIL ADDRESS:
BUSINESS NAME:
BUSINESS ADDRESS:
REGISTERED OFFICER:
REGISTERATION NUMBER:
BUSINESS PHONE NUMBER:
BUSINESS FAX NUMBER:
EMAIL ADDRESS:

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
IBAN NUMBER:
ACCOUNT NO:
SWIFT CODE:
BANK OFFICER NAME:
BANK OFFICER PHONE / FAX:
BANK OFFICER E-MAIL:
ACCOUNT SINGATORY:
FUNDS AVAILABLE. IN WORDS:
ORIGIN OF FUNDS:
EARNINGS FROM:
ARE FUNDS FREE AND CLEAR?

COMPANY PROFILE: DESCRIBE THE NATURE OF THE BUYING ENTITY, OWNERSHIP, DIRECTORS, AND COMPANY
OBJECTIVES IN THE SPACE BELOW.

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I, . Mr. XXXXXXXX., HEREBY SWEAR, UNDER PENALTY OF PERJURY, THE INFORMATION GIVEN ABOVE IS ACCURATE
AND TRUE.
THIS CLIENT INFORMATION SHEET CREATED AND SIGNED ON NOV 05 2020
FOR AND ON BEHALF OF:

AFFIRMATION:
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.

DECLARATION:
I, MR. XXXXXX HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED IS BOTH TRUE
AND ACCURATE. I AM THE SIGNATORY ON THE AFOREMENTIONED BANK ACCOUNT. ALL MONIES ENGAGED IN THIS
TRANSACTION ARE DERIVED FROM NON-CRIMINAL ORIGIN; AND, ARE GOOD, CLEAN AND CLEARED. THE ORIGIN OF
FUNDS ARE IN COMPLIANCE WITH ANTI-MONEY-LAUNDERING POLICIES AS SET FORTH BY THE FINANCIAL ACTION
TASK FORCE (FATF) 6/01

AGREED AND SIGN THIS DAY JUNE 25, 2020

FOR AND ON BEHALF OF BUYER:

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORT:
ISSUE DATE:
EXPIRY DATE:
ISSUE PLACE:

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RESOLUTION OF THE BOARD OF DIRECTORS

This is to certify that a quorum of Director of (XXX Receiving company name), a company incorporated under
the Law of (XXX Country) with registered address at (XXX company address) attended in person or by
telephone/video conference a Board of Directors meeting which was duly noticed and held on (Date). A
detailed discussion regarding various issues and aspects of this transaction was held to the full satisfaction of
the Board members and the following resolutions were unanimously adopted:

RESOLVED: That, MR. XXXXXXX, holder of (COUNTRY) Passport Number: XXXXXXX, shall be and hereby is
appointed and fully authorized to act individually as the sole representative of the Company to execute all
necessary documents on behalf of the Company in connection with the purchase and/or sale of Bank
Instruments, and to effect the opening and operation of bank accounts on behalf of and for the benefit of the
Company at any Bank(s) he shall select, and be a signatory thereon to accept and disburse funds from said
bank accounts at his discretion and determination, and to execute investment, bank or deposit contracts with
his selected sources and Banks with respect to the Company’s deposits therein, at his discretion, for and in
the best interest of the Company.

FURTHER RESOLVED: That MR. XXXXXXXXXX, as the Director of the Company, hereby is authorized and
directed to certify that the foregoing resolutions and the provisions thereof are in conformity with the
charter, bylaws and articles of incorporation of the Company, and that the foregoing resolution and the
authority thereby conveyed shall remain in full force and effect until the purposes set forth herein are
accomplished.
It is further certified that the foregoing resolutions have never been modified or amended and are now in full
force and effect and that the above named Director of the Company has been duly elected and appointed to
hold office, is presently holding office, and is empowered to act for and on behalf of the Company, and that
this fax or photocopy of the BOARD RESOLUTION shall be of equal value to the original and shall be accepted
as such by everyone, for all purposes, everywhere.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Company in certification of the above
resolutions and provisions on this (XXXX date)

FOR AND ON BEHALF OF XXXXXXXXX

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORT:
ISSUE DATE:
EXPIRY DATE:
ISSUE PLACE

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CONDITIONS:

CONDITIONS:

THIS AGREEMENT IS A FULL RECOURSE COMMERCIAL COMMITMENT GOVERNED BY THE LAWS OF THE JURISDICTIONS IN
WHICH BOTH/ALL THE PARTIES RESIDE AND STANDARDS UNDER ICC REGULATIONS.

THE FORCE MAJEURE EXCEPTION CLAUSE OF THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C. PUBLICATION #421) AND
NON-CIRCUNVENTION AND NON-ELUSION & WORKING AGREEMENT, IS HEREBY INCORPORATED IN AND MADE AN INTEGRAL
PART OF THIS DOCUMENT.

ALL THE PARTIES HEREBY AFFIRM AND ATTEST THAT EACH HAS THE AUTHORITY TO ACCEPT AND EXECUTE THIS FULL LEGAL
CONTRACT AND TO BE BOUND BY ITS TERMS AND CONDITION.

THIS TRANSACTION CONSTITUTES CREDIT FACILITY OF A BANK INSTRUMENT, CONDUCTED BETWEEN TWO (2) PRINCIPAL
ENTITIES TO BE DEFINED BY CONTRACT AND AS SUCH, IS NOT INTENDED TO BE NOR SHALL BE INTERPRETED AS A SECURITIES
TRANSACTION AS DEFINED BY THE U.S. SECURITIES ACT OF 1933/1934 OR AS AMENDED BY LAW OR ANY OTHER NATION.

BY SIGNING THIS LOI, ALL THE PARTIES, SBLC ISSUER BANK, BUYER BANK, BUYER AND PROVIDER 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.
SIGNED THIS DATE SATURDAY, AUGUST 14, 2021

FOR AND ON BEHALF OF BUYER:

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORT:
ISSUE DATE:
EXPIRY DATE:
ISSUE PLACE:

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STATEMENT OF NON-SOLICITATION OF FUNDS


DATE: DAY OF SATURDAY, AUGUST 14, 2021

I, MR. XXXXXXXXXX AS CEO AND AUTHORIZED SIGNATORY OF XXXXXXXXXXXXXXX, DO HEREBY CONFIRM THAT I HAVE
REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF
US REGARDING CURRENTLY AVAILABLE PROJECT FUNDING TO SERVE ONLY OUR INTEREST, EDUCATION, AND NOT FOR FURTHER
DISTRIBUTION.

I HEREBY AGREE THAT ALL INFORMATION RECEIVED FORM YOU IS IN DIRECT RESPONSE TO OUR REQUEST, AND IS NOT IN ANY
WAY CONSIDERED OR INTENDED TO BE A SOLICITATION OF ANY SORT, OR ANY TYPE OF OFFERING, AND FOR OUR GENERAL
KNOWLEDGE ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS INFORMATION FROM YOU
AND YOUR ORGANIZATION OF OUR CHOICE AND FREE WILL AND FURTHER, AND THAT YOU HAVE NOT SOLICITED US 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 FROM YOU 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.

THE FACSIMILE / E-MAIL TRANSMISSION OF THIS DOCUMENT SHALL BE CONSIDERED A BINDING AND
ENFORCEABLE INSTRUMENT, TREATED AS ORIGINAL COPY. ORIGINAL MAY BE OBTAINED UPON REQUEST.

CONFIRMED AND SIGNED ON XXXXXX

FOR AND ON BEHALF OF BUYER:

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORY:
ISSUE DATE:
EXPIRY DATE:
ISSUE PLACE

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NON-CIRCUMVENTION AND NON-DISCLOSURE


ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DISCLOSURE RULES (NCND) OF ALL ISSUES FROM
THE ICC 458 APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION OF THIS AGREEMENT
BY THE UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS.

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.

ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL. NO COMMUNICATION BETWEEN BANKING
OFFICERS. OTHER THAN TRANSMISSION BY SWIFT WIRE TRANSFER AND ANY OTHER TRANSMISSION SPECIFICALLY
AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATIONS SHALL CLEARLY REFERENCE THE TRANSACTION
CODE, THE PROVIDER'S CODE AND THE BUYER'S CODE REFERRED TO HEREIN.

SHOULD A CONTRACT BE SIGNED BETWEEN THE PROVIDER AND THE LESSEE, 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.

AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL

AGREED AND SIGNED THIS DAY JUNE 25 2021

FOR AND ON BEHALF OF BUYER:

FOR AND ON BEHALF OF

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPOR:
ISSUE DATE:
EXPIRY DATE:
ISSUE PALCE

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IRREVOCABLE CORPORATE PROTECTION AGREEMENT


DATE : SATURDAY, AUGUST 14, 2021
TO : BOTH PARTIES’ CONSULTANTS

DESCRIPTION OF THE BANK INSTRUMENT

1 INSTRUMENT BANK GUARANTEE (BG) / STANDBY LETTER OF CREDIT (SBLC)CASH BACKED


2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK HSBC UK
4 AGE /CURRENCY ONE (1) YEAR AND ONE (1) DAY-FRESH CUT/EURO
5 PRICE FORTY -SEVEN PERCENT (47% OF PURCHASE) PLUS THREE PERCENT (3%)
6 INTERMEDIARY FEES 3% ON FACE VALUE(1.0%SELL SIDE &1.0%BUY SIDE & 1%FACILITATORS )
7 CONTRACT AMOUNT EURO 5.0 BILLION (€5,000,000,000.00) PLUS R&E
8 TRANCHES EURO FIVE HUNDRED MILLION (€ 500,000,000.00) UNTIL TOTAL CONTRACT
9 DELIVERY DELIVERED BY ISSUING BANK, BANK PAYMENT UNDERTAKING (“BPU”) (EXHIBIT C) ISSUING
BANK TO ISSUE MT-760 PROVIDER TO SEND SWIFT COPIES OF THE MT-799 AND MT-760 TO
THE BENEFICIARY/BUYER AS SOON AS THEY ARE SENT PAYMENT FOR THE BG/SBLC TO BE
REMITTED WITHIN FIVE (5) BANKING DAYS UPON VERIFICATION AND CONSOLIDATION OF
THE MT-760. HARD COPY TO FOLLOW BY BANK BONDED COURIER WITHIN TEN (10)
BANKING DAYS AFTER AUTHENTICATION OF PAYMENT
10 PAYMENT SWIFT MT103/202
11 HARD COPY BONDED COURIER WITHIN TEN BANKING DAYS.

WE, XXXXXXX(AS THE BUYER, HEREINAFTER AS THE “PAYER”), REPRESENTED BY THE PRESIDENT AND THE
AUTHORIZED SIGNATORY MR. XXXXXXXTHE HOLDER OF (COUNTRY) PASSPORT NO: XXXXXXXXX WITH OFFICE
ADDRESSS IN XXXXXXXXXXXXXX, DO GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY
AND AUTHORITY, UNDER PENALTY OF APPLICABLE PERJURY LAWS, AGREE TO ACT AS PAYER TO PAY 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 THREE PERCENT (3.00%)
OF THE TOTAL FACE VALUE OF THE BANKINSTRUMENT.

TOTAL THREE PERCENT (3.00%) COMMISSION FEES, ONE PERCENT (1.00%) FOR THE PROVIDER MANDATE GROUP,
ONE PERCENT (1.00%) FOR THE BUYER MANDATE GROUP AND ONE PERCENT (1.00%) FOR THE INTERMEDIARIES,
WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’ BENEFICIARIES FOR DISTRIBUTION
AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.

1. 1 THE PROVIDER MANDATE GROUPS:

TOTAL ONE PERCENT (1%) OF FACE VALUE COMMISSION FEES WILL BE PAID TO THE FOLLOWINGS PAYMASTER
INCLUDING ANY ROLLS AND EXTENSIONS: CLOSED
BANK NAME TBA
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME

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ACCOUNT NUMBER
SORT CODE
IBAN No
PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION
SPECIAL INSTRUCTION:
RECEIPT TO FOLLOWING EMAIL ADDRESSES;
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF
REQUIRED MESSAGE: NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
BY BENEFICIARY’S BANK.”

1. 2 THE PROVIDER CONSULTANT GROUPS:


TOTAL ZERO POINT FIVE PERCENT (0.5%) OF FACE VALUE COMMISSION FEES WILL BE PAID TO THE
FOLLOWINGS PAYMASTER INCLUDING ANY ROLLS AND EXTENSIONS: CLOSED
BANK NAME TBA
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
SORT CODE
IBAN No
PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION
SPECIAL INSTRUCTION:
RECEIPT TO FOLLOWING EMAIL ADDRESSES;
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF
REQUIRED MESSAGE: NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
BY BENEFICIARY’S BANK.”

2. THE RECEIVER MANDATE GROUPS:


TOTAL ONE PERCENT (1%) OF FACE VALUE COMMISSION FEES WILL BE PAID TO THE FOLLOWINGS
PAYMASTERS INCLUDING ANY ROLLS AND EXTENSIONS:

GROUP #2.1: 0.2% (ZERO POINT TWO PERCENT)


BANK‘S NAME:
BANK ADDRESS:
BANK TEL.
ACCOUNT NAME:
ACCOUNT NUMBER:
S.W.I.F.T. CODE:
SPECIAL PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION
INSTRUCTION: RECEIPT TO FOLLOWING EMAIL ADDRESSES;
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF
REQUIRED
NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
MESSAGE:
BY BENEFICIARY’S BANK.”

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GROUP #2.2: 0.3% (ZERO POINT THREE PERCENT)


BANK‘S NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
S.W.I.F.T. CODE:
BENEFICIARY:
SPECIAL PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION
INSTRUCTION: RECEIPT TO FOLLOWING EMAIL ADDRESSES;
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF
REQUIRED
NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
MESSAGE:
BY BENEFICIARY’S BANK.”

GROUP #2.3: 0.5% (ZERO POINT FIVE PERCENT)


BANK‘S NAME:
BANK ADDRESS:
BANK TEL.:
ACCOUNT NAME:
ACCOUNT NUMBER:
S.W.I.F.T. CODE:
SPECIAL PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION
INSTRUCTION: RECEIPT TO FOLLOWING EMAIL ADDRESSES; [email protected]
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF
REQUIRED
NON-CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT
MESSAGE:
BY BENEFICIARY’S BANK.”

3. THE RECEIVER CONSULTANT GROUPS:

TOTAL ZERO POINT FIVE PERCENT (0.5%) OF FACE VALUE COMMISSION FEES WILL BE PAID TO THE
FOLLOWINGS PAYMASTERS INCLUDING ANY ROLLS AND EXTENSIONS:

GROUP #3.1: 0.25% (ZERO POINT TWENTY FIVE PERCENT)


PAYMASTER NAME
BANK NAME
BANK ADDRESS
BANK TELEPHONE
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
SPECIAL PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION RECEIPT
INSTRUCTION: TO FOLLOWING EMAIL ADDRESS
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ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-
REQUIRED
CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
MESSAGE:
BENEFICIARY’S BANK.”

GROUP #3.2: 0.25% (ZERO POINT TWENTY FIVE PERCENT)


PAYMASTER NAME
BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
SPECIAL PLEASE PROVIDE THE COURTESY COPY OF THE SWIFT WIRE CONFIRMATION RECEIPT
INSTRUCTION: TO FOLLOWING EMAIL ADDRESSES;
REQUIRED ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-
MESSAGE: CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT BY
BENEFICIARY’S BANK.”

NOTE: PAYMASTERS RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME
BY PROVIDING WRITTEN REQUEST TO THE PAYOR.

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.

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 BUYER/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 THE BUYER/PAYER’S BANK.

THE BUYER/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.

THE BUYER/PAYER SHALL SEND ALL COMMISSION PAYMENT RECEIPTS TO PROVIDER AS PROOF OF SETTLEMENT OF
AGREED PAYMENTS IN ORDER TO RELEASE THE HARD COPIES OF SBLC.

THE BUYER/PAYER’S PAYING BANK DETAILS:

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BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
BANK OFFICER
BANK OFFICER TEL
BANK OFFICER FAX
BANK OFFICER EMAIL
SBLC BENEFICIARY

IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS /
BENEFICIARIES LISTED ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES,
CHARGES AND/OR COST, OR HOLD THE PAYER LIABLE FOR ANY CIVIL AND CRIMINAL ACTIONS. THE UNPERFORMED
PART OF THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT WILL THEREFORE AUTOMATICALLY BECOME
NULL AND VOID.
THIS AGREEMENT - PAY ORDER SHALL BE LODGED IN OUR BANK AND A COPY FROM THAT BANK WILL BE
FORWARDED TO ALL BENEFICIARIES.
WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.
AGREED AND SIGNED THIS DAY XXTH JUNE 2021

FOR AND ON BEHALF OF BUYER (PAYER OF COMMISSION FEES):

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORT:
ISSUE DATE:
EXPIRY DATE:
ISSUE PLACE

ACKNOWLEDGED FOR AND ON BEHALF OF PROVIDER: SYD CAPITAL GERMANY GMBH

______________________________________________________________
AUTHORIZED BY THE PROVIDER
FULL NAME: MR.
DATE:25TH JUNE 2021
TITLE: DIRECTOR
PASSPORT #:
ISSUE DATE: 2
EXPIRY DATE:
COUNTRY ISSUED:

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TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

PROVIDER’S PASSPORT COLOUR COPY

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TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

PROVIDER’S CORPORATE CERTIFICATE COPY

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TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

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BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

BUYER’S PASSPORT COLOUR COPY

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TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

BUYER’S CORPORATE CERTIFICATE COPY

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TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

AUTHORIZATION TO VERIFY FUNDS


DATE: August 14, 2021
TO: PROVIDER/MANDATE
RE: Authorization to Verify

Know all men, by these that I, XXXXXXXX, at the address shown above, give you clear notice that you have my direct
permission and full authority to do all matters necessary to confirm, verify, and authenticate my beneficially owned cash funds
and/or application asset(s) and its associated good standing account status, in an amount of FIVE HUNDRED Y MILLION
EUROS (€ 500,000,000.00) on a bank to bank basis. The below stated beneficially owned account is of good, clean, and
cleared cash funds obtained via legal means, and is currently available at the bank coordinates below:

Cash / Asset Amount: €500,000,000.00, SBLC


Bank Name:
Bank Address:
Account Name:
Account Number:
Account Signatory: MR.
Bank Officer & Title:
Bank Officer Email :
Bank officer Direct Line:
COPY OF THIS AUTHORIZATION WILL BE LODGED AND PRESENTED TO MY BANK OFFICER.

In witness hereof I,XXXXXXXXXX, hereby swear under penalty of perjury, that the information provided herein is accurate and
true as of this date: August 14, 2021

FOR AND ON BEHALF OF

___________________________________________________________________
NAME: MR.
TITLE:
NATIONALITY:
PASSPORT:
ISSUE DATE:
EXPIRY DATE:
ISSUE PALCE

C.C.: RECEIVING BANK OFFICER NAME & E-MAIL

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BUYER’S SIGNATURE PROVIDER’S SIGNATURE
TXN REFERENCE XXX-XXXXX-X.0B-SBLC -20210625

DATE 25TH JUNE 2021

AGREED & ACCEPTED THE FULL DOCUMENT “STANDBY LETTER OF CREDIT” PURCHASING AGREEMENT”
COMPOSED OF 30 (THIRTY) PAGES

ELECTRONIC DOCUMENT TRANSMISSIONS


EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS
CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:-

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)

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE
FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).

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.

>>>>>>>>>>>XXX END OF DOCUMENT XXX<<<<<<<<<

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