Deed of Agreement: Thailand
Deed of Agreement: Thailand
Deed of Agreement: Thailand
THIS IS AN AGREEMENT FOR A STANDBY LETTER OF CREDIT(SBLC) ISSUED BY HSBC BANK PLC FOR THE FACE VALUE
OF FIVE HUNDRED MILLION US DOLLARS ($ 500,000,000.00) AND IS ENTERED INTO ON THIS DATE OF Friday, November
12, 2021 BETWEEN THE FOLLOWING PARTIES
PARTY A
PARTY B
MAILING ADDRESS Rm22B, 22F, Kiu Yin Commercial Building, 361-363 Lockhardt Road, Wanchai, Hong-KONG
WHEREAS. THE RECEIVER DESIRES TO OBTAIN WITH GOOD FUNDS OF FIVE HUNDRED MILLION (US DOLLARS), SBLC FROM THE
PROVIDER. RECEIVER CONFIRMS WITH FULL CORPORATE AND LEGAL RESPONSIBILITY THAT THE FUNDS ARE AVAILABLE TO
FULFILL THE REQUIREMENTS FOR THE EXCHANGE OF THIS INSTRUMENT AND THAT IS READY. RECEIVER FURTHER AGREES TO
COOPERATE WITH THE PROVIDER.
WHEREAS. THE PROVIDER DESIRES TO PROVIDE, TRANSFER AND ASSIGN ALL RIGHTS, TITLE AND INTEREST OF THE SBLC
AVAILABLE TO THE RECEIVER. PROVIDER REPRESENTS AND WARRANTS THAT IT HAS THE ABILITY AND SOURCE AND TO
ARRANGE THROUGH ASSOCIATES, CONTRACTS 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 NON-CRIMINAL
ORIGIN, THE SBLC WILL BE FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND THIRD PARTY INTERESTS.
I MR MONGKHON APHICHAT, DIRECTOR AND AUTHORIZED SIGNATORY 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 EXCHANGE WITH THE FOLLOWING BANK INSTRUMENT(S),
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 OBTAIN THE SBLC AT 50 % PERCENT OF FACE VALUE FOR THE
INSTRUMENT REQUESTED AND PROVIDER HAS AGREED TO TRANSFER THE SBLC TO RECEIVER AND BOTH PARTIES HEREBY
AGREE TO THE FOLLOWING TERMS STATED BELOW:
TRANSACTION PROCEDURE:
2. AFTER SUCCESSFUL DUE DILIGENCE. BOTH PARTIES SHALL LODGE THE AGREEMENT IN THEIR
RESPECTIVE BANKS, THE SIGNED DOA / LOI BECOMES A LEGAL BINDING COMMERCIAL CONTRACT
(DEED OF AGREEMENT) BETWEEN THE PARTIES.
3. WITHIN ONE (01) BANKING DAYS, RECEIVER’S BANK PROVIDES BCL / RWA ON THEIR BANK’S LETTERHEAD
WITH TWO TOP BANKERS WET BLUE INK WITH OFFICIAL SEAL. AND SEND THROUGH SECURE BANK EMAIL
TO PROVIDER’S OFFICIAL EMAIL.
4. AFTER VERIFICATION OF THE BCL / RWA, WITHIN ONE BANKING DAY/S, PROVIDER‘S BANK SHALL ISSUE
SWIFT MT799 PRE ADVICE TO RECEIVING BANK AND COPY TO CLIENT’S EMAIL ID:
[email protected]
5. WITHIN ONE (1) BANKING DAY OF RECEIPT OF THE MT799 PRE ADVICE, CLIENT’S BANK SHALL
ISSUE SWIFT MT-799 BPU (BANK PAYMENT UNDERTAKING) AS PER APPENDIX D AND SHALL SEND A
COPY TO PROVIDER’S EMAIL ID: [email protected]
6. WITHIN TWO (2) DAYS AFTER PROVIDER’S BANK RECEIVES AND AUTHENTICATES MT-799 BPU
(BANK PAYMENT UNDERTAKING), PROVIDER’S BANK SHALL ISSUE MT 760 SBLC AS PER APPENDIX E
TO CLIENT’S BANK COORDINATES AND SEND A COPY TO CLIENT’S EMAIL ID:
[email protected]
7. WITHIN THREE (7) BANKING DAYS UPON SUCCESSFUL VERIFICATION AND AUTHENTICATION OF
THE MT 760, CLIENT’S BANK SHALL EXECUTE TOTAL PAYMENT OF SBLC/FEE 50% AS PER CONTRACT BY
MT 103 / TT WIRE TRANSFER UNCONDITIONAL PAYMENT TO PROVIDER’S AND CONSULTANTS
DESIGNATED ACCOUNTS AND SEND A COPY TO PROVIDER’S EMAIL ID: [email protected]
AND COMMISSIONS TO ALL PARTIES.
Note: Hard Copy of the instrument will be delivered by Provider’s Bank via Bonded Courier to CLIENT’s bank
within seven (7) banking days after receipt of the payment MT 103.
(SHOULD RECEIVER DEFAULT TO PAY THE FEES TO THE SENDER AS AGREED ON THIS DOA WITHIN ALLOWED NUMBER OF DAYS
AFTER RECEIPT OF SWIFT MT760, PROVIDER SHALL INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE SBLC THEREBY
FORCING THE RECEIVER’S BANK TO RETURN THE SWIFT MT760 (SBLC) TO THE ISSUING BANK )
1. WITHIN FIVE (5) BANKING DAYS UPON MT-760 IS ISSUED, HARD COPY OF THE SBLC WILL BE DELIVERED BY ISSUING BANK
TO THE RECEIVER BANK BY BANK BONDED COURIER.
2. 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.
3. PARTY B IS NOT REQUIRED TO REPAY THE 50 % LOAN OF THE STANDBY LETTER OF CREDIT (SBLC) FACE VALUE TO PARTY
A (MONETIZER), AS IT IS A NON-RECOURSE LOAN PAYMENT.
4. PARTY A WILL USE THIS INSTRUMENT AS COLLATERAL AND ON MATURITY RETURN THE STANDBY LETTER OF CREDIT TO
THE ISSUING BANK FROM ITS RECEIVING BANK WITHOUT ANY ENCUMBRANCE AS PER THE INSTRUCTION OF PARTY B AND THE
HARD COPY WILL BE DELIVERED TO PARTY B BY PARTY A (BANK TO BANK).
5. ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES AS AGREED BETWEEN BOTH PARTIES.
BANKING DETAILS
RECEIVER’S RECEIVING BANK DETAIL TO RECEIVE MT799 PREADVICE / MT760 SBLC:
1. PARTY B'S BANKING COORDINATES TO RECEIVE 50% €250,000,000.00 VIA MT 103 OF THE FACE VALUE:
RECEIVER’S OBLIGATIONS:
The Receiver, with full corporate and legal responsibilities, and under penalty of perjury, confirms that he is fully aware of the
courier of his financial ability and facilities with his bank when signing this LOI and/or other agreements and documents with the
Provider.
The Receiver further confirms that the Provider is authorized to verify the funds of each tranche of the Contract with his bank, if
necessary. In the event of unsatisfactory verification, the transaction will be suspended immediately and the Receiver is in
breach of the Contract and liable for legal consequences.
PROVIDER´S OBLIGATIONS:
The Provider with full corporate and legal responsibilities, and under penalty of perjury, confirms that Provider is fully aware of
the commitment of the Instruments when countersigning this LOI.
The Provider further confirms to deliver the instruments, to negotiate and make proper arrangements with the provider to
continuously supply the instruments until the whole contracted volume is exhausted. Without expressed written permission,
neither party shall contact the bank of the other party. Both parties may change banking coordinates with written notice to
the other party.
Should any of the signatory Parties herein fail to perform according to the terms and as required by this contract, once signed,
then, the failing Party shall indemnify the aggrieved Party for an amount of 2%.
NON-SOLICITATION
The Receiver 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 Receiver, 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 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 circumstances 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 will be unable to foresee or prevent or remedy.
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 Singapore. 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 entitled to recover reasonable attorney fees and
costs.
AGREED AND SIGNED ON THIS DATE November 12, 2021 FOR AND ON BEHALF OF PROVIDER
__________________________________________
AGREED AND SIGNED ON THIS DATE November 12, 2021 FOR AND ON BEHALF OF RECEIVER
FGQ COMMERCIAL BROKERAGE
__________________________________________
NAME : GC GLOBAL GROUP CO., LTD
SIGNATORY NAME : MR MONGKHON APHICHAT
TITLE : CEO/DIRECTOR
PASSPORT NUMBER : AA6749409
COUNTRY OF ISSUE : THAILAND
ISSUE DATE : 02 FEB 2017
EXPIRY DATE : 01 FEB 2022
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 Seller's code
and the Buyer's code referred to herein.
Should a contract be signed between the Provider and the CLIENT, 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.
AGREED AND SIGNED THIS DATE, Friday, November 12, 2021, FOR AND ON BEHALF OF
CLIENT:
RESOLVED: THAT MR MONGKHON APHICHAT, HOLDER OF PASSPORT NUMBER AA6749409, CEO AND
AUTHORIZED SIGNATORY FOR AND ON BEHALF OF THE COMPANY, WAS 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 BANK INSTRUMENTS TRANSACTIONS 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 THERE
FROM, AT HIS DISCRETION AND DETERMINATION, AND TO EXECUTE CONTRACTS WITH HIS SELECTED SOURCES
AND BANKS THEREIN, AT HIS DISCRETION, FOR AND IN THE BEST INTEREST OF THE COMPANY.
FURTHER RESOLVED: THAT MR MONGKHON APHICHAT, DIRECTOR OF THE COMPANY, BE AND HEREBY IS
AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF
ARE IN CONFORMITY WITH THE CHARTER, BY LAWS 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 PURPOSE SET FORTH HEREIN ARE ACCOMPLISHED.
IT IS FURTHER CERTIFIED THAT THIS CORPORATE RESOLUTION’S FAX OR PHOTOCOPIES SHALL BE OF EQUAL
VALUE TO THEIR 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 & PROVISIONS ON THIS DAY OF 20TH OCTOBER 2018
AGREED AND SIGNED THIS DATE, Friday, November 12, 2021, FOR AND ON BEHALF OF CLIENT:
WE FURTHER CONFIRM THAT THE STANDBY LETTER OF CREDIT IS CASH-BACKED AND IS ASSIGNABLE,
TRANSFERABLE, DIVISIBLE AND UNCONDITIONALLY.
SENDER
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NO:
BANK OFFICER NAME:
BANK TEL:
BANK FAX:
RECEIVER
WE HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT OUR CLIENT IS READY WILLING AND ABLE TO
FUND AGAINST THIS BANK INSTRUMENT ACCORDING TO THE AGREEMENT UNDER CONTRACT NUMBER:
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
THE ACCEPTANCE, VALIDATION, AUTHENTICATION AND CONFIRMATION OF THIS SWIFT MT760 CAN BE DONE
ON BANK-TO-BANK BASIS.
APPENDIX D
NOTES: (A) SAMPLE TEXT OF BANK SWIFT MT-760. (B) ANY PROPOSED
CONTENT CHANGES MUST BE APPROVED IN ADVANCE BEFORE SENDING.
(C) SENDING BANK(ER) TO ENSURE ACCURACY OF FINAL SWIFT. (D) SWIFT
PROTOCOL ONLY; NO ADVANCE CALLS OR THE TRANSACTION WILL BE
IMMEDIATELY TERMINATED. THE SWIFT MESSAGE MT-760 MUST BE SENT
ONLY VIA THE STANDARD BRUSSELS SWIFT SYSTEM (NOT VIA BANK
SCREEN, NOT VIA SWIFT-NET, NOT VIA INTERBANK SCREEN OR SWIFT, NOT
VIA EUROCLEAR, ET AL.), AND SENT BY PRIORITY SWIFT ‘URGENT - SAME
DAY WIRE’ (NOT NORMAL PRIORITY).
MT-760 : FORMAT
NOTIFICATION :
DELIVERY STATUS :
PRIORITY / DELIVERY : URGENT, SAME DAY DELIVERY
MESSAGE INPUT REFERENCE: MESSAGE OUTPUT REFERENCE:
SENDER:
BANK NAME :
BANK ADDRESS :
BANK OFFICER :
BANK E-MAIL :
PHONE NUMBER :
TOTAL AMOUNT :
SWIFT CODE :
ACCOUNT HOLDER :
ACCOUNT NUMBER :