Deed of Agreement PDF

LENDER’S INITIAL BORROWER’S INITIAL
CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030
DEED OF AGREEMENT
TRANSACTION CODE: GFC-KTNJA-USD25M-BG-NRL-20192503
25th day of ______________
This Agreement is made and enter into the date: _____ March 2019, by and
between the parties described below:
The LENDER
Corporate Name GLOBAL FINANCE CAPITAL LIMITED

11/F, LEVEL 18, TWO INTERNATIONAL FINANCE CENTRE 8 FINANCE STREET,
Mailing Address
CENTRAL , HONG KONG
Represented By LU SHUCHUN
Designation HEAD OF FINANCE DEPARTMENT
Country HONG KONG
Passport No. E61885520
Nationality CHINESE
Email Address lu.shuchun@globalfinancecapital.com
(Hereinafter referred to the 'LENDER’ on one part)
AND
The PROVIDER
Corporate Name APJ HONGKONG LIMITED

1318-20, 13/F HOLLYWOOD PLAZA, 610 NATHAN RD, MONGKOK,
Mailing Address
KOWLOON
Represented By CASAS RULL PEDRO
Designation CEO
Country HONG KONG
Passport No. AAA884218
Nationality SPANISH
Email Address casas.pedro@chinamail.com
(Hereinafter referred to the 'PROVIDER’ on one part)
Business Address: 11/F, Level 18, Two International Finance Centre 8 Finance Street, Central , Hong Kong
P: +852-5819-2300 | F: +852-5808-5879| E: Info@globalfinancecapital.com | W: www. globalfinancecapital.com
Hong Kong Company Registration Number: 1757284
©Global Finance Capital Limited 2019.

The BORROWER
Corporate NameFO KOPERASI TANI DAN NELAYAN JAYA ABADI

Mailing Address CLASSIC INDAH BLK A/08 BATAM INDONESIA
Represented By SUGENG RIADI
Designation MANAGING DIRECTOR
Country INDONESIA
Passport No. B 2877895
Nationality INDONESIAN
Email Address sqriadi@yahoo.com
(Hereinafter referred to the 'BORROWER’ on one part)
WHEREAS, the Lender warrants that it will fulfil the requirements of this agreement and is willing,
ready and able to make available 94%LTV Non-recourse Loan for the total face value of the Collateral
Instrument (BG) in the sum of 25,000,000.00 USD for the benefit of the Borrower under the below
terms and conditions agreed upon herein.
The total 100% equivalent to the 25,000,000.00 USD will be distributed as follows:
94%LTV goes to Borrower (Non-Recourse Loan) : (23,500,000.00 USD)
6.0% goes to Lender (Annual Interest Rate) : (1,500,000.00 USD)
WHEREAS, the Borrower makes an irrevocable firm commitment to accept the principal amount in
accordance with the terms of this Non-recourse loan contract.
NOW, THEREFORE, in consideration of mutual covenants, promises, benefits, terms and conditions
herein contained and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the undersigned parties hereto agree and promise to honour the following
terms and conditions.
The Lender will provide and the Borrower shall receive an amount of 25,000,000.00 USD only (minus
6.0% annual Interest Rate) within a period of (5 working days) after Borrower meets the requirement
of collateral transfer facility for the transaction booking fee and SWIFT transmission, administrative
and handling charges.
Once the BG/SBL has been transmitted via SWIFT MT760 to Lender’s bank and the hard copy received
and authenticated by Lender’s bank as per contract, Borrower shall receive the above said amount in
his designated bank account as per contract within (5) working days.

DEFINITIONS AND CONDITIONS
“LENDER” ‘’PROVIDER’’ and “BORROWER” shall where the context so admits include its heirs,
successors-in-title or assigns
“CONTRACT AGREEMENT” shall mean this contract
“BG / SBLC” shall mean STANDBY LETTER OF CREDIT / BANK GUARANTEE
WHEREAS, the Borrower desires to lease Collateral Instrument (BG/SBLC) from the Provider.
Borrower confirms with full corporate and legal responsibility that it has the ability and resource to
arrange through associates funds available to fulfil the requirements for the lease of this instrument
is ready and Borrower further confirm to co-operate with the provider.
WHEREAS, The Provider desires to lease, transfer and assign all rights title and interest of the BG/SBLC
available to it to the Borrower. Provider represents and warrants that it has the ability and resource
to arrange through associates, contracts and sources, with full corporate responsibility, financial
instrument in the term of assignments to be provided to Borrower.
Provider hereby declares under penalty of perjury that the BG/SBLC will be backed by funds that are
good, clean, clear, and free of non-criminal origin, the BG/SBLC will be free and clear of all liens,
encumbrances and third party interests.
NOW THEREFORE, The Borrower has agreed to lease the BG/SBLC 100% Face Value for the instrument
requested as collateral to be monetize to secure 94% LTV Non-recourse Loan from the Lender and
Provider has agreed to issue BG/SBLC for lease renewable annually for period of 5yrs and both Parties
hereby agree to the following:
DESCRIPTION OF COLLATERAL INSTRUMENT:

1. Instrument: BANK GUARANTEE (BG) FOR PROJECT FUNDING/LOAN
2. Total Face Value: 25,000,000.00 USD
3. Issuing Bank: HSBC BANK
4. Age: ONE (1) YEAR AND ONE (1) DAY, Renewable for the Period of (5yrs) For
Non-Recourse 94% LTV Loan Term (Condition)
5. Interest Charge: 6.0% of Full Face Value (Paid annually for a period of 5yrs)
6. Commission Fee: 0.0% of Full Face Value
7. Payment Mode: SWIFT MT103 (Bank Wire)
8. Fund Delivery: Bank to Bank SWIFT Transfer
9. Hard Copy: Bank Bonded Courier within 7 banking days after delivery of SWIFT

AUTHOMATED TRANSACTION PROCEDURE:
1. Lender, Provider and Borrower execute, sign and initial the Deed of Agreement which thereby
automatically becomes a full commercial recourse contract to be lodged by both parties for
the initiation of Swift Transmission; Only after Lender has received Borrower’s Complete
Customer Information Profile Form, Utility Bill and Certificate of Incorporation or Registration
and Booking Fee, then Lender and Provider counter-signs the DOA and return back to
Borrower.
2. Within two (2) working days after Both parties signed the formal contract (DOA), Lender will
issue an Advance Payment Refund Guarantee (APRG) duly endorsed to the Borrower
guarantying to refund Borrower all the cost incurred as the processing and delivery charges
of (Bank SWIFT transmission, Administrative & Handling Fees) as the case may be, after due
execution of the contract. In case of failure on the Provider’s or Lender’s side, the Signed and
Stamped (APRG) guarantees that the Lender refund completely the processing charge in
addition to a Penalty for a failure of performance being 1% of the total face value of the
Contract Amount.
3. Within Three (3) Working days after Borrower receives the counter-signed DOA and Payment
Invoice, The Borrower shall make payment by direct wire transfer into the provider’s
nominated banking coordinates for the receiving of the SWIFT Transmission Charges in the
amount of (83,000.00 USD).
4. Within Three (3) Working days after confirmation of receipt of payment of the transmission
charges in the Provider’s nominated banking coordinates; the Provider will deliver and the
Lender shall receive the BG/SBLC (Loan Collateral) via SWIFT MT760 in the Lender's Banking
Coordinates including the hard copy of the BG/SBLC.
5. Within Three (3) Working days after Lender receives and confirm the BG/SBLC in the Lender’s
Banking Coordinates, the Lender will MONETIZE the instrument by drawing a Line of Credit
against The Leased BG/SBLC for the Face Value Amount of the Leased BG/SBLC and Deliver
the Non-Recourse Loan via SWIFT MT103 to the Borrower’s banking coordinates.
6. Within seven (7) banking days, upon delivery, confirmation and verification of the Non-
recourse Loan in Borrowers nominated bank account, the Borrower shall issue a LETTER OF
CONFIRMATION to Lender, duly endorsed by the Borrower confirming the receipt of Non-
recourse Loan.

7. Borrower will send out the (6.0% Interest Rate) to the Lender within fourteen (14) working
days upon delivery, receipt and confirmation of the Non-recourse Loan in Borrower’s
nominated bank account (Condition1).
8. Borrower shall pay for the 6.0% Interest Rate annually for a period of 5yrs to retain the
principal amount of the Non-recourse Loan offer for 5yrs loan term (Condition2).
9. Borrower shall return 100% total face value of the loan to the Lender at closing after 5yrs loan
term and not later than (6) Months grace period (Condition 3).
NOTE: The SWIFT transmission / administrative charges, booking fee and contract fee will depend on
the face value of the BG/SBLC as shown in the table below;
SWIFT TRANSMISSION CHARGES FOR MT760 AND TRANSACTION BOOKING FEE
FACE VALUE BANK TRANSMISSION FEE TRANSATION BOOKING FEE

(USD) (USD) (USD)
25,000,000.00 83,000.00 5,000.00
LETTER OF INTENT
The Letter of Intent made in respect to this transaction by the Borrower shall be considered integral
part of the contract.
AUTOMATED TRANSACTIONAL TIMELINE

The Automated Transactional Timeline agreed and signed by the Lender and the Borrower shall be
considered part of this contract. Should the Borrower default to pay the SWIFT transmission charges
to the Provider’s banking co-ordinates on the stated dates, as agreed on the Transaction Time Table,
the contract shall be rendered nulled, void and terminated.

PAYMENTS AND COLLATERAL TRANSFER FACILITY

All payment instruments; the BG/SBLC SWIFT MT760 issued by the Provider and the MT103
transmission copies made by the Borrower and the Lender shall be considered part of this contract.
TAXES, INSTITUTIONAL COSTS

The Borrower warrants payment of all taxes and bank charges calculated in the Provider’s bank or
government body. And the Borrower also warrants paying all charges in their receiving bank or any
government body in the country where the receiving bank is located.
CODES OF IDENTIFICATION
The Parties to this contract agree that all documents related to this transaction shall indicate the codes
as indicated herein, and that the said codes remain unchangeable within this Agreement duration,
including all roll overs, renewals, extensions and all additions.
NON-SOLICITATION
The Borrower hereby confirms and declares that the Lender, its associates or representatives or any
person or persons on its behalf has/have never ever solicited the Borrower, its shareholders or
associates or representatives in any way whatsoever that can be construed as a solicitation for this
transaction or for future transactions.
NON-CIRCUMVENSION AND NON-DISCLOSURE
Lender, Provider and Borrower agree and accept the provisions of the ICC500 as applied to non-
circumvention and non-disclosure agreements. Any information regarding the parties, the contract,
Bank information and negotiations are confidential and not for circulation or personal use. This clause
is extensive to all subsidiaries and/or affiliated companies that have registered right to such
information.
COMMUNICATION
No communication by any other party is permitted without prior written consent of the named
account holders. Any notice to be given hereunder from either Party to the other shall be in writing
and shall be delivered by fax to the telefax number or by e-mail to e-mail address of the respective
Party as provided herein. The Parties agree that acknowledged e-mail or telefax copies are treated as
legally binding original documents. E-mail copies, scanned and sent on e-mail as photo, of this
Agreement and exchange of correspondence duly signed and/or executed shall be deemed to be
original and shall be binding and are regarded as original and good for any legal purpose.

FORCE MAJEURE / PENALTY CLAUSE FOR NON-PERFORMANCE
Any delay in or failure of performance by either party of their respective obligations under this
agreement they shall pay 1% as penalty
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 will be unable
to foresee or prevent or remedy.
LAW AND ARBITRATION
This Agreement is a full recourse commercial commitment enforceable under the laws of jurisdiction
of the countries where this transaction is effectuated, and any dispute is to be resolved under the ICC
rules for arbitration, unless the Injured-Party takes legal action in a court of jurisdiction.
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 Hong Kong. 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.
VALIDITY
Once this Agreement is signed by both Parties the transaction shall begin within two (2) banking days
or sooner, excluding Saturdays and Sunday and any bank holidays.

 IN WITNESS WHEREOF, The undersigned have read this document and had advise of its
legality and after understanding the content of this contract written in the English language, by
knowledge of the language or by professional translation to the party’s language, and initialed all the
pages of this contract and, fully understand and agree that its execution constitutes an acceptance of
all of its mutually protective covenants, terms and conditions, and is lawfully binding upon the
“Parties”, and their legal heirs, successors, representatives and assignees.
FOR AND ON BEHALF OF THE LENDER
_______________________________________
Authorized Signature AND Stamp/Seal
Company Name : GLOBAL FINANCE CAPITAL LIMITED
Name / Title : Mr Lu Shuchun
Designation : Head of Finance Department
Passport Number : E61885520
Date of Issue : 13 Nov 2015
Date of Expiry : 12 Nov 2025
Country of Issuance : China
Lender’s International Passport (Attached as Appendix A)

FOR AND ON BEHALF OF THE PROVIDER
_______________________________________
Company Name : APJ HONGKONG LIMITED
Name / Title : Mr Casas Rull Pedro
Designation : CEO
Passport Number : AAA884218
Date of Issue : 08-01-2010
Date of Expiry : 08-01-2020
Country of Issuance : SPAIN
FOR AND ON BEHALF OF THE BORROWER
_______________________________________
Company Name : KOPERASI TANI DAN NELAYAN JAYA ABADI
Name / Title : Mr. Sugeng Riadi
Designation : Managing Director
Passport Number : B 2877895
Date of Issue : 05 TH JAN 2016
Date of Expiry : 05 TH JAN 2021
Country of Issuance : Indonesia
Borrower’s International Passport (Attached as Appendix C)

BANKING INFORMATION
The Lender, Provider and Borrower agree to the following banking co-ordinates pertaining to the
agreement herein above stated:
LENDER’S BANK CO-ORDINATES TO RECEIVE BANK GUARANTEE FROM THE PROVIDER VIA SWIFT
MT760
Bank Name HSBC HONG KONG
Bank Address 1 QUEEN'S ROAD CENTRAL, CENTRAL, HONG KONG
Account Name GLOBAL FINANCE CAPITAL LIMITED

Account Number 848-420028-838
SWIFT CODE HSBCHKHHHKH
Country HONG KONG
LENDER’S BANK CO-ORDINATES TO SEND NON-RECOURSE LOAN TO THE BORROWER VIA SWIFT
MT103 (BANK WIRE)
Bank Address 1 QUEEN'S ROAD CENTRAL, CENTRAL, HONG KONG
Account Name GLOBAL FINANCE CAPITAL LIMITED

Account Number 848-420028-838
Country HONG KONG
LENDER RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE BANK TRANSMISSION /
ADMINISTRATIVE CHARGES TO SMOOTHEN TRANSACTION OPERATION (IT’S OUR BANK
REGULATIONS AND PROCEDURE).
LENDER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME
BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.

PROVIDER’S BANK CO-ORDINATES TO RECEIVE SWIFT TRANSMISSION / ADMINISTRATIVE CHARGES

AND LEVIES FROM THE BORROWER VIA MT103
Bank Address 1, QUEEN ROAD, CENTRAL HONG KONG
Account Name APJ HONGKONG LIMITED
Account Number 801492166838
Country HONG KONG
PROVIDER’S BANK CO-ORDINATES TO SEND BANK GUARANTE TO THE LENDER VIA SWIFT MT760
Bank Address 1, QUEEN ROAD, CENTRAL HONG KONG
Account Name APJ HONGKONG LIMITED
Account Number 801492166838
Country HONG KONG
PROVIDER RESERVES THE RIGHT TO USE ANY BANK ACCOUNT TO RECEIVE BANK TRANSMISSION /
ADMINISTRATIVE CHARGES TO SMOOTHEN TRANSACTION OPERATION (IT’S OUR BANK
REGULATIONS AND PROCEDURE).
PROVIDER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME
BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.

BORROWER’S BANK CO-ORDINATES TO SEND SWIFT TRANSMISSION / ADMINISTRATIVE CHARGES

TO THE PROVIDER VIA MT103
Bank Name BRI (BANK RAKYAT INDONESIA)
Bank Address 5516 BRI UNIT SAGULUNG
Account Name KOPERASI TANI DAN NELAYAN JAYA ABADI
Account Number 5516-01-033342-53-4
SWIFT CODE BRINIDJA 331
Country REPUBLIC OF INDONESIA
BORROWER’S BANK CO-ORDINATES TO RECEIVE NON-RECOURSE LOAN AND FROM THE LENDER VIA
MT103
Bank Name BRI (BANK RAKYAT INDONESIA)
Bank Address 5516 BRI UNIT SAGULUNG
Account Name KOPERASI TANI DAN NELAYAN JAYA ABADI
Account Number 5516-01-033342-53-4
SWIFT CODE BRINIDJA 331
Country REPUBLIC OF INDONESIA
BORROWER RESERVES THE RIGHT TO USE ANY BANK CO-ORDINATES TO SEND BANK TRANSMISSION
/ ADMINISTRATIVE CHARGES AND RECEIVE THE NON-RECOURSE LOAN TO SMOOTHEN
TRANSACTION OPERATION (IT’S OUR BANK REGULATIONS AND PROCEDURE).
BORROWER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT
ANYTIME BY PROVIDING WRITTEN REQUEST TO THE UNDERSIGNED.

APPENDIX A:
LENDER’S INTERNATIONAL PASSPORT

APPENDIX B:
PROVIDEER’S INTERNATIONAL PASSPORT

APPENDIX C:
BORROWER’S INTERNATIONAL PASSPORT

“ANNEX A”
EDT (ELECTRONICDOCUMENT TRANSMISSIONS)
(# Electronic signature is valid and accepted as hand signature #)

All facsimile/electronic transmittal/communications, including electronic signature,
relating to this Agreement and which are mutually accepted by the Parties, shall be deemed
legally binding and enforceable documents for the duration of the transaction.
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect
of any provisions of this Contract. And as applicable, this Agreement shall:
 Incorporate U.S. Public Law 106-229, "Electronic Signatures in Global and 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);
 All electronically submitted documents shall be subject to the 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.

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LENDER’S INITIAL BORROWER’S INITIAL

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

Corporate Name GLOBAL FINANCE CAPITAL LIMITED

Corporate Name APJ HONGKONG LIMITED

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

Corporate NameFO KOPERASI TANI DAN NELAYAN JAYA ABADI

94%LTV goes to Borrower (Non-Recourse Loan) : (23,500,000.00 USD)

6.0% goes to Lender (Annual Interest Rate) : (1,500,000.00 USD)

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

DEFINITIONS AND CONDITIONS

“CONTRACT AGREEMENT” shall mean this contract

“BG / SBLC” shall mean STANDBY LETTER OF CREDIT / BANK GUARANTEE

DESCRIPTION OF COLLATERAL INSTRUMENT:

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

AUTHOMATED TRANSACTION PROCEDURE:

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

SWIFT TRANSMISSION CHARGES FOR MT760 AND TRANSACTION BOOKING FEE

FACE VALUE BANK TRANSMISSION FEE TRANSATION BOOKING FEE

25,000,000.00 83,000.00 5,000.00

AUTOMATED TRANSACTIONAL TIMELINE

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

PAYMENTS AND COLLATERAL TRANSFER FACILITY

TAXES, INSTITUTIONAL COSTS

NON-CIRCUMVENSION AND NON-DISCLOSURE

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

FORCE MAJEURE / PENALTY CLAUSE FOR NON-PERFORMANCE

LAW AND ARBITRATION

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

FOR AND ON BEHALF OF THE LENDER

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

FOR AND ON BEHALF OF THE PROVIDER

FOR AND ON BEHALF OF THE BORROWER

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

Bank Address 1 QUEEN'S ROAD CENTRAL, CENTRAL, HONG KONG

Account Name GLOBAL FINANCE CAPITAL LIMITED

Country HONG KONG

Bank Address 1 QUEEN'S ROAD CENTRAL, CENTRAL, HONG KONG

Account Name GLOBAL FINANCE CAPITAL LIMITED

Country HONG KONG

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030

PROVIDER’S BANK CO-ORDINATES TO RECEIVE SWIFT TRANSMISSION / ADMINISTRATIVE CHARGES

Bank Address 1, QUEEN ROAD, CENTRAL HONG KONG

Account Name APJ HONGKONG LIMITED

Account Number 801492166838

SWIFT CODE HSBCHKHHHKH

Country HONG KONG

Bank Address 1, QUEEN ROAD, CENTRAL HONG KONG

Account Name APJ HONGKONG LIMITED

Account Number 801492166838

SWIFT CODE HSBCHKHHHKH

Country HONG KONG

©Global Finance Capital Limited 2019.

CUSTOMER VERIFICATION NUMBER#: 0GFC19KTNJA015030