Private Finance Agreement

Contract (TRANSACTION CODE):BG 0.25-12BI EUR/ 0.1.2017.

PARTY A’S CODE / PARTY B’S CODE:BG 0.25-12BI EUR/ 0.1.2017 Date: November 8, 2018

Contract: BG 0.25-12BI EUR/ 0.1.2017.

Date: November 8, 2018.

TO: SELLER

THIS LETTER OF INTENT/DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”)IS EXECUTED WITHOUT PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING AT THEIR OWN ACCORD ON08 November 2018 BY AND BETWEEN:

COMPANY NAME
ADDRESS
PASSPORT NO.
REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL

HEREIN NAMED AS THE "PARTY A", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN;

AND

COMPANY NAME
REG. ADDRESS
PASSPORT NO.
REPRESENTED BY
POSITION
TELEPHONE / FAX
E-MAIL

HEREIN NAMED AS THE "PARTY B", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO FUND AGAINST THE FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW WITH GOOD, CLEAN,CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”.

BANK INSTRUMENT DESCRIPTION

INSTRUMENT / : / BANK GUARANTEE / SBLC, CASH BACKED, ICC 458 FORMAT
TYPE / : / OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
TERM / : / ONE YEAR AND ONE DAY
ISSUING BANK / : / HSBC, DEUTSCHE BANK, BARCLAYS BANK OR OTHER S&P RATED AAA WEB
CONTRACT AMOUNT / : / EURO 50BI, WITH ROLLS AND EXTENSIONSOR LESS
FIRST TRANCHE / : / EURO 500M (MINIMUM TRANCHE ON BLOCKED FUND CONTRACT)
SECOND TRANCHE / : / AGREED BY BOTH PARTIES (REFER TO PROPOSED TRANCHE SCHEDULE)
CURRENCY / : / EUROS
FUNDING RATE (PRICE) / : / BG CASH35% + 2%(COMMISSION)
PAYMENT / : / SWIFT FEE OR BLOCKED FUND BY MT799 FOLLOWED BY UNCONDITIONAL MT-103
DELIVERY MODE / : / SWIFT MT760 & ORIGINAL HARD COPY BY BANK BONDED COURIER

TRANSACTION PROCEDURES

1) / PARTY B SUBMITS TO PARTY A THISSIGNED AGREEMENT,TOGETHER WITH CLIENT INFORMATION SHEET, CORPORATE BOARD RESOLUTION, NON-SOLICITATION LETTER, SIGNATORY'S PASSPORT COPY, CORPORATE REGISTRATIONANDTHEIRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND PAY ORDER.
2) / AFTER COMPLETED DUE DELIGENCE, PARTY A COUNTERSIGNS THIS AGREEMENT AND IT THUS BECOMES A FULL RECOURSE COMMERCIAL CONTRACT AND RETURNS IT TO PARTY B, ALONG WITH PARTY A’SFULL BANKING COORDINATES AND THE SIGNATORY’S PASSPORT COPY. BOTH PARTIES SHALL LODGE THIS AGREEMENT WITH THEIR RESPECTIVE BANKS.
3) / WITHIN 3 (THREE) BANKING DAYS AFTER THIS AGREEMENT IS SIGNED, PARTY A WILL ISSUE AN MT199/MT799 PRE ADVICE WITH FULL BANK RESPONSIBILITY, A PRE-ADVICEVIA SWIFT MT199/MT799{APPENDIX B}STATING CAPABILITY OF DELIVERY OF THE BANK GUARANTEE/SBLC BY SWIFT MT-760.(PARTY A SHALL PROVIDE A COPY OF SAID MT199/MT799 PRE-ADVICE TO PARTY B FOR TRACING)
4) / WITHIN THREE (3) BANKING DAYSUPON RECEIPT OF PARTY A’S 199/MT799 PRE ADVICE, PARTY B WILL REMIT AGREED BANK SWIFT TRANSMISSION CHARGES OF 1% (ONE PER CENT) TO PARTY A’S DESIGNATED FIDUCIARY RECEIVING ACCOUNT IN HONG KONG. (PARTY BSHALL PROVIDE A COPY OF REMITTED RECEIPT TO PARTY A FOR TRACING).
5) / WITHIN THREE (3) BANKING DAYS AFTER RECEIPT AND CONFIRMATION OF THE ABOVEMT199/MT799 PRE-ADVICE, PARTY B’S PAYING BANKCONFIRM READINESS TO RECEIVE THE BG/SBLC
6) / WITHIN THREE (3) BANKING DAYS AFTER RECEIVED ABOVE CASH PAYMENT PARTY A SHOULD INSTRUCT HISISSUING BANK TO SEND TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT BANK GUARANTEE BY MT760
7) / WITHIN THREE (3) BANKING DAYS OF RECEIPT RWA FROM RECEIVER BANK, PARTY A’S ISSUING BANK THEN ISSUES AND SENDS THE BG VIA SWIFT MT760 {APPENDIX D} TO PARTY B‘S DESIGNATED BANK RECEIVING ACCOUNT. (PARTY A SHALL PROVIDE A COPY OF SAID MT-760 TO PARTY B FOR TRACING).
8) / WITHIN FIVE (5) BANKING DAYS AFTER CONFIRMATION OF THE ABOVE MT760 BG, PARTY B’S PAYING BANK SHALL RELEASE THE AGREED FUNDS TO PARTY A’S DESIGNATED BANK ACCOUNT, AND THE SIMULTANEOUSLY PAYS 2% OF FACE VALUE OF EACH TRANCHE AS CONSULTANCY FEES/COMMISSIONS TO THE CONSULTANTS, AS PER THE RELEVANT IRREVOCABLE MASTER FEE PROTECTION AGREEMENT.
9) / WITHIN SEVEN (7) BANKING DAYS OF RECEIPT OF AGREED PAYMENTS, PARTY A’S BANK SHALL SEND THE BG HARD COPY ORIGINAL TO PARTY B’S DESIGNATED BANK RECEIVING ACCOUNT BY BANKBONDED COURIER.
10) / ALL SUBSEQUENT TRANCHES WILL BE BASED ON THE SAME PROCEDURES OR AGREED BY BOTH PARTIES,UNTIL COLLATERALORFUNDSBECOME EXHAUSTED.
11) / ANY UNAUTHORIZED BANK CALLS, PROBES OR COMMUNICATIONS, OR AN IMPROPERSOLICITATION ORDISCLOSURE INVOLVING ANY OF THE BANKS CONCERNED INTHIS TRANSACTION WILL RESULT IMMEDIATE CANCELLATION OF THISTRANSACTION AND SUBJECT THE VIOLATING PARTY TO DAMAGES.

AFTER THIS CONTRACT IS SIGNED BY BOTH PROVIDER AND RECEIVER, 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 2% OF THE FIRST TRANCHE OF THE CONTRACT TO THE SUFFERING PARTY.

BENEFICIARY OF BANK INSTRUMENTS

SPECIAL INSTRUCTIONS BENEFICIARY OF THE BANK GUARUANTEE WILL BE “______”

BANKING INFORMATION

PARTY A'S BANKING COORDINATES:

(1) PARTY A’S ISSUING BANK COORDINATES (TO SENDPRE-ADVICE, MT760 BG AND HARD COPY OF BG):

BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL

(2) PARTY A’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE SWIFT TRANSMISSION CHARGE):

BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
NOTE / PARTY A RESERVES THE RIGHT TO USE ANY OF HIS APPOINTED BANK ACCOUNTS TO RECEIVE HIS PAYMENT. (IT’S OUR BANK REGULATIONS AND PROCEDURE).

NOTE:PROVIDER RECEIVING BANK AND ISSUING BANK DETAILS MIGHT NOT BE UNIFORM BECAUSE OF BANKING POLICY

(3) PARTY A’S PAYMENT RECEIVING BANK COORDINATES (TO RECEIVE 35% +2%PAYMENT BLOCKED FUND VIA MT799):

NOTE:PROVIDER RECEIVING BANK AND ISSUING BANK DETAILS MIGHT NOT BE UNIFORM BECAUSE OF BANKING POLICY

PARTY B'S BANKING COORDINATES:

(1) PARTY B’S BANK COORDINATES (TO RECEIVE PRE-ADVICEMT760 BG AND MAKES 35%+2%PAYMENTS):

BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX
BANKER’S E-MAIL
BG BENEFICIARY WILL BE

(2) PARTY B’S BANK COORDINATES(TO SEND SWIFT MT799 BLOCKED 35% OR TO PAY THE SWIFT TRANSMISSION CHARGES):

BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
BANK OFFICER
BANK TELEPHONE
BANK FAX

IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN PRIOR AUTHORIZATIONOFOTHERPARTY,SHALLBECONSIDEREDASABREACHOFCONTRACTANDWILLMAKEADEFAULTEDPARTY TOBE ACTIONABLEFORDAMAGESSUSTAINEDHEREBY.EACHPARTYISNOTALLOWEDTOCONTACTTHEOTHERPARTY'S BANKWITHOUTEXPRESSEDWRITTENPERMISSION.ANYPARTYATTEMPTINGTODOSOWILLLEADTOCANCELLATIONOF THIS TRANSACTION/AGREEMENT.

SPECIAL CONDITIONS

ANY UNAUTHORIZEDCALLS BY ANY PARTYOR ITS REPRESENTATIVE LAWYERSTO PROBE ORCOMMUNICATION IN ANIMPROPER WAYTOPARTY A OR PARTY B’S BANK(S) IN THIS TRANSACTIONSHALL BEPROHIBITTED ANDCONTRACT TERMINATED.

MULTIPLE BANKS AND ACCOUNTS MAY BE USED BY PARTY A AND PARTY B TO FACILITATE EXHAUSTION OF THE CONTRACT. PARTY A AND PARTY B MAY CHANGE OR ADD TRANSACTION BANKS BY PROVIDING WRITTEN NOTICE WITHIN TWENTY-FOUR (24) BANKING HOURS TO EACH OTHER.

BOTH PARTIES SHALL BE RESPONSIBLE FOR THEIR OWN INSTITUTIONAL COSTS, AND ACCEPT LIABILITY FOR TAXES, IMPOSTS, LEVIES OR CHARGES THAT MAY BE APPLICABLE IN THE EXECUTION OF THE TRANSACTION.

GENERALLY RECOGNIZED INTERNATIONAL STANDARDS CONCERNING THE PAYMENT OF FEES AND COMMISSIONS, AS WELL AS NON-CIRCUMVENTION AND NON-DISCLOSURE SHALL APPLY FOR A PERIOD OF FIVE (5) YEARS, RENEWABLE FOR ANOTHER FIVE YEARS PERIOD OF TIME AT THE OPTION OF BOTH PARTIES.

THIS TRANSACTION CONSTITUTES A PRIVATE PLACEMENT FOR BANK INSTRUMENTS BETWEEN THE PARTIES AND SHALL NOT BE CONSTRUED AS A SECURITY TRANSACTION DESCRIBED IN THE UNITED STATES SECURITIES ACT OF 1934 AS AMENDED OR BY THE LAWS OF ANY OTHER NATION.

FACSIMILE, E-FAX OR E-MAIL TRANSMISSION AND COPIES OF THIS DOCUMENT, WHEN FULLY EXECUTED ARE TO BE CONSIDERED ORIGINAL AND BINDING DOCUMENTS.

UPON ACCEPTANCE, THIS LOI/DOA BECOMES A LEGAL AND BINDING CONTRACT BETWEEN THE PARTIES. EACH PARTY HOLDS ONE OF THE LOI/DOA SIGNED IN ORIGINAL AND MAY BE EXCHANGED TO COMPLETE SIGNATURES IN WET INK AS HARD COPY CONTRACT WHEN REQUIRED.

BOTH PARTY A AND PARTY B JOINTLY AND SEVERALLY COVENANT AND UNDERTAKE TO ENSURE THAT THEIR RESPECTIVE OBLIGATIONS UNDER THIS CONTRACT ARE MET. FAILURE TO PERFORM THEIR OBLIGATION UNDER THIS CONTRACT WILL SUBJECT TO THE PENALTY OF TWO PERCENT (2%) OF FACE VALUE OF THE BG TO THE INJURED PARTY WITHOUT RECOURSE.

ARBITRATION

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, WHICH IS NOT SETTLED BY THE PARTIES, SHALL BE SUBJECT TO BINDING ARBITRATION. THE VERDICT RENDERED BY THE PANEL OF ARBITRATORS SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. IN THE EVENT OF A DISPUTE, THE FOLLOWING PROCEDURES SHALL APPLY:

(A) A WRITTEN NOTICE SHALL BE SENT (BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED) BY THE AGGRIEVED PARTY TO THE PARTY IN DEFAULT, WHICH SHALL INCLUDE AN EXPLICIT AND DETAILED STATEMENT OF THE DISPUTE. THE PARTY BEING SERVED THE NOTICE SHALL HAVE (15) BUSINESS DAYS TO RESPOND IN WRITING AND / OR TO CURE THE DEFAULT. IF THE PARTIES FAIL TO RESOLVE THE DISPUTE WITHIN THE FIFTEEN-BUSINESS DAY PERIOD, THE MATTER WILL BE SUBMITTED TO ARBITRATION AS FOLLOWS.

(B) THE PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS BY ARBITRATION IN ACCORDANCE WITH THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE, PHILADELPHIA PENNSYLVANIA PER ICC DOCUMENT Y432-A AND OTHER APPLICABLE ICC DOCUMENTS.ARBITRATION PROCEEDINGS SHALL BE DIRECTED BY THREE ARBITRATORS, ONE APPOINTED BY EACH PARTY AND THE THIRD SUBSEQUENTLY APPOINTED BY THE FIRST TWO ARBITRATORS. THE ARBITRATORS FOR ANY ARBITRATION PROCEEDING REFERRED TO HEREIN SHALL BE CHOSEN AS FOLLOWS: ONE SHALL BE CHOSEN BY THE PARTY SEEKING ARBITRATION, (B) ONE SHALL BE CHOSEN BY THE OTHER PARTY HERETO AND (C) ONE SHALL BE CHOSEN BY THE TWO ARBITRATORS SELECTED HEREUNDER.

THE ARBITRATORS TO BE CHOSEN BY THE PARTIES SHALL BE CHOSEN WITHIN 30 DAYS OF THE SERVICE OF A DEMAND FOR ARBITRATION ON ANY OF THE PARTIES. IF THE TWO ARBITRATORS APPOINTED ABOVE SHALL NOT AGREE TO THE APPOINTMENT OF THE THIRD ARBITRATOR TO BE APPOINTED AS PROVIDED HEREIN, SUCH THIRD ARBITRATOR SHALL BE APPOINTED JOINTLY BY THE OTHER TWO APPOINTED ARBITRATORS, SUBJECT TO CHALLENGE BY ANY PARTY ONLY BY REASON OF A CONFLICT OF INTEREST. THE PARTIES AGREE TO HAVE THE DISPUTE ARBITRATED IN ACCORDANCE WITH SAID RULES OF ARBITRATION. THE ARBITRATION PROCEEDINGS SHALL BE HELD IN HONG KONG, CHINA, ENGLANDOR OTHER LOCATION MUTUALLY AGREED IN WRITING BY THE PARTIES FAILURE TO APPEAR WITHOUT A SHOWING OF GOOD CAUSE, SHALL ENTITLE THE OTHER PARTY TO AN AWARD.

(C) THE DECISION AND AWARD MADE BY THE ARBITRATORS SHALL INCLUDE THE AWARD OF ALL COSTS AND EXPENSES INCLUDING ATTORNEY'S FEES AND EXPENSES, INCURRED BY THE AGGRIEVED PARTY AS A RESULT OF THE DISPUTE. ANY SUCH AWARD SHALL BE PAID TO THE PREVAILING PARTY BY THE UNSUCCESSFUL PARTY WITHIN THIRTY (30) DAYS AFTER THE AWARD. IN THE EVENT OF CIRCUMVENTION, EITHER DIRECTLY OR INDIRECTLY, OR ANY OTHER DISPUTE ARISING OUT OF, OR RELATING TO THIS CONTRACT, THE AGGRIEVED PARTY SHALL BE ENTITLED TO MONETARY COMPENSATION EQUAL TO THE MAXIMUM FEE, COMMISSION, REMUNERATION, CONSIDERATION, OR BENEFIT IT WOULD HAVE RECEIVED FROM SUCH TRANSACTION, AND SUCH OTHER DAMAGES AND RELIEF AS MAY BE DEEMED APPROPRIATE. THE SUM ALLOWED AND RELIEF GRANTED SHALL HE PAID AND BECOME DUE AND PAYABLE WITHIN THE THIRTY (30) DAY PERIOD REQUIRED FOR THE PAYMENT OF FEES AND EXPENSES, UNLESS OTHERWISE SPECIFIED IN THE ARBITRATION DECISION. SETTLEMENT UPON AN AWARD SHALL BE FINAL, AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

NON-CIRCUMVENTIONNON-DISCLOSURE

THEPARTIESHEREINAGREETHENON-CIRCUMVENTION/NON-DISCLOSURERULESOFICC,LATESTEDITION,SHALLAPPLYTOTHETRANSACTIONFORAPERIODOF(5)FIVEYEARSFROMTHEDATEOFEXECUTIONOF THISAGREEMENTBYTHEUNDERSIGNED,HIS/HERASSIGNS,AGENTS,AND/ORHEIRS.THISNC/NDALSOAPPLIESTO ANYANDALLOTHER TRANSACTIONSDIRECTORINDIRECT.REGARDINGTHISTRANSACTIONANDITSPOSSIBLE ROLLOVERS AND EXTENSIONS, EACH PARTY AND THEIR RESPECTIVE INTERMEDIARIES WARRANT NOT REVEALING THE BANKING COORDINATES, PROVIDED HEREIN, TO ANY INDIVIDUAL OR INSTITUTION OTHER THAN THOSE BANKING OFFICERS NECESSARYFOR COMPLETION OFTHISTRANSACTION.

AFTER CONFIRMING, BY SIGNATURE AND SEAL, THIS DOCUMENTWILL BE EFFECTIVE EQUAL AS AN AGREEMENT/CONTRACT. EACHPARTYHOLDSONEOFTHEEFFECTIVEAGREEMENT/CONTRACTSBYTHEIREXECUTIONBELOW,THE PARTIESHERETOAGREETOTHEGENERALTERMSAND ALL CONDITIONSHEREINANDWARRANTONTOTHEOTHERTHEENTIRE AGREEMENTBETWEENPARTIES.

IN WITNESS WHERE OF THE PARTIES EXECUTED THIS AGREEMENT AS OF THE DATE ABOVE WRITTEN.

SIGNED AT THIS __TH DAY OF November 8, 2018

FOR AND ON BEHALF OF PARTY A:

______

NAME:

TITLE: AUTHORIZED SIGNATORY

PASSPORT NO.:

NATIONALITY:

EXPIRY DATE:

SIGNED AT THIS __TH DAY OF November 8, 2018

FOR AND BEHALF OF PARTY B:

______

NAME:

TITLE: PRESIDENT / AUTHORIZED SIGNATORY

PASSPORT NUMBER:

ISSUING DATE:

EXPIRY DATE:

APPENDIX B

DRAFT SWIFT OFPRE-ADVICE

(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

TO:

FROM:

ATTN:

PLEASE ADVISE YOUR CLIENT:

RE: TRANSACTION CODE:

WE, XXXXXXXXX BANK HEREBY CONFIRM WITH FULL BANKING RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) BANK GUARANTEE OF OUR CLIENT,______IN THE FACE AMOUNT OF_____ HUNDRED MILLION EUROS ONLY (€__00,000,000.00) IN FAVOR OF______, ACCOUNT NUMBER: ______.

THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY.

THERE WILL BE NO LIENS AND ENCUMBRANCES ON THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILEDVIA MT760 AND EXACT BANK GUARANTEEAS PER FOLLOWING TEXT BELOW INSTRUCTION.

BG NUMBER / :
PLACE OF ISSUE / :
DATE OF ISSUE / :
MATURITY DATE / :
CUSIP NO / :
ISIN NO / :
CURRENCY / :
FACE AMOUNT / :
BENEFICIARY NAME / :

FOR VALUE RECEIVED, WE, ----- {NAME OF ISSUING BANK} -----, AT ------{FULL BANK ADDRESS}------, HEREBY ISSUE OUR IRREVOCABLE, UN-CONDITIONAL AND NEGOTIABLE BANK GUARANTEE NO : ------IN FAVOUR OF______(BENEFICIARY) FOR THE AMOUNT OF ____ HUNDRED MILLION EUROS (€__00,000,000.00), VALID FOR ONE (1) YEAR AND ONE (1) DAYS AND DUE FOR PAYMENT AT MATURITY ON ______{1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE} ______

WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN FULL AGAINST THIS BANK GUARANTEE AT MATURITY DATE, WITHOUT ANY PROTEST, DELAY OR OBJECTION, THE SUM OF _____ HUNDRED MILLION EUROS (€__00,000,000.00) TO THE ORDER OF ______THE BENEFICIARY’S THE BEARER OR HOLDER THEREOF AT MATURITY. SUCH PAYMENT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK WIRE SYSTEM AND SURRENDER OF THIS BANK GUARANTEE NO: ------AT THIS BANK AT MATURITY DATE.

THIS BANK GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES. WE HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS BANK GUARANTEE , SHALL BE DULY HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER BANK GUARANTEE NO: ------DATED,______{GUARANTY ISSUE DATE}

THIS BANK GUARANTEE IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE {ICC}, PARIS, FRANCE, PUBLICATION 458, LATEST REVISION.

THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF APPLICANT.

FOR AND ON BEHALF: ______BANK

…..……………………………………..
AUTHORISED BANKER {1}
NAME, TITLE & PIN CODE / …..……………………………………..
AUTHORISED BANKER {2}
NAME, TITLE & PIN CODE

APPENDIX C

DRAFT TEXT OF BLOCKED FUND BY MT799 (45% OF BG/SBLC FACE VALUE)

(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

BLOCK FUND SWIFT MT /799

PRIORITY:

URGENT MESSAGE OUTPUT REFERENCE:

CORRESPONDENT INPUT REFERENCE:

------MESSAGE HEADER------

(AUTHENTICATED CASH FORMAT)

SENDING BANK DETAILS:

SWIFT OUTPUT: MT/799

PRIORITY:

URGENT MESSAGE OUTPUT REFERENCE:

CORRESPONDENT INPUT REFERENCE:

ORIGINATOR / SENDER:

SWIFT CODE:

BANK ADDRESS:

BANK TEL:

BANK FAX:

RECEIVING BANK DETAILS:

BANK NAME:

BRANCH:

BANK ADDRESS:

ACCOUNT NAME:

ACCOUNT NO:

SWIFT / BIC CODE:

BANK OFFICER: MR. ______

TELEPHONE NO: +62______, +62______

FASCIMILE NO: +62______

WE, [NAME & ADDRESS OF ISSUING BANK.] REPRESENTED BY (BANK OFFICERS), THE UNDERSIGNED AUTHORIZED SIGNATORIES, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY AND LAWFUL AUTHORITY THAT WE ARE HOLDING CASH FUNDS ON DEPOSIT GUARANTY’S FOR THE FIRST REQUEST ADMINISTRATIVE HOLD RESERVING OF FUNDS, IN ACCORDANCE WITH CONDITIONS HEREIN STATED REGARDING THE ACCOUNT OF THE ABOVE NAMED ACCOUNT HOLDER.

FURTHER, AT THE INSTRUCTIONS AND REQUEST OF OUR ABOVE NAMED ACCOUNT HOLDER THESE CASH FUNDS IN THE AMOUNT OF FOUR HUNDRED MILLION EUROS (400,000,000.00) ARE BEING HELD IN FAVOUR YOUR CLIENT PT CIPTA INDONESIA ALPHA FOR FURTHER CREDIT TO THEIR CLIENT PT CIPTA INDONESIA ALPHA, ACCOUNT NUMBER: 130-00-1432828-3 FOR TRADE, INVESTMENT AND PROJECT FUNDING PURPOSES. THESE FUNDS SHALL REMAIN BLOCKED FOR A PERIOD OF 366 DAYS FROM THE DATE OF THIS SWIFT FOR THE FULL USE AND BENEFIT OF PT CIPTA INDONESIA ALPHA.

THIS SWIFT NOTIFICATION CONFIRMS THAT AS OF THE ABOVE DATE (DATE) THE CASH AMOUNT OF FOUR HUNDRED MILLION EUROS (400,000,000.00), IN THE LEGAL CURRENCY OF THE EUROPEAN UNION IS ON DEPOSIT IN ACCOUNT OF (COMPANY…….., BANK NAME: ACCOUNT NO:…).

WE FURTHER CONFIRM THAT THESE CASH FUNDS ARE TRANSFERABLE, DIVISIBLE, ASSIGNABLE AND LAWFULLY EARNED, GOOD, CLEAN, AND CLEARED FUNDS FREE FROM ANY LIENS, ENCUMBRANCES AND THESE FUNDS ARE FROM NON-CRIMINAL ORIGIN.

WE ALSO CONFIRM THAT THESE CASH FUNDS ARE UNRESTRICTED AND FREELY AVAILABLE FOR INVESTMENT; WE ALSO CONFIRM THAT THIS CALLABLE BANK CONFIRMATION IS A FULLY CONFIRMED OPERATIVE BANK INSTRUMENT WHICH MAY SERVE AS COLLATERAL TO SECURE ANY LOAN, CREDIT LINE OR CREDIT FACILITIES.

THIS IS VERIFIABLE ON A BANK TO BANK BASIS BY RESPONSIBLE BANK ENQUIRY.

THIS BANK INSTRUMENT IS SUBJECT TO THE UNIFORM CUSTOM AND PRACTICE (1993 REVISION) UNDER INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 600 LATEST REVISIONS.

FOR AND ON BEHALF OF [NAME AND ADDRESS OF ISSUING BANK]

BANK OFFICER #1 BANK OFFICER #2

NAME AND TITLE NAME AND TITLE.

ID NUMBER: (XXXX) ID NUMBER: (XXXX)

APPENDIX D

DRAFT TEXT OF BANK GUARANTEE VIA MT760

(SPECIMEN COPY – FINAL VERBIAGE AS PER ISSUING BANK STANDARD FORMAT)

BANK GUARANTEE NO. / :
ISIN
CUSIP
CURRENCY CODE / :
DATE OF ISSUE / :
DATEOF EXPIRY / :
APPLICANT / :
BENEFICIARY / :

AMOUNT: EURO € 000,000, 000.00 (EURO ______HUNDRED MILLION ONLY.)