Abdel swiss finance 26

Swiss Financing

in Eurodollars

or US Dollars

FOR YOUR CAPITAL NEEDS

Swiss Financing

hello, welcome. Just call me Abdel
even as my passport name is Abdel Aziz Dimapunong

Swiss Financing
In the arab world, my associates call me
Shiekh Abdul Aziz Dimapunong

At the Mindanao State University where I was core faculty member,
my colleagues call me
Professor Abdel Dimapunong

and I am now
in the business

of

Swiss Financing

With Abdel Swiss Financing,
there are no excuses not to meet with us

we need to talk

about your capital needs
those that are not served - or maybe can not be served
by your local banks

we are in every major financial centers.

our funders are awash with capital
floating from oil and gas revenues

you need not sail to Abu Dhabi and Dubai

you need not fly to London and Switzerland

we have done the exploration for you
and we are done excavating
the treasure mines
this we do with
20 years of banking research

Swiss Financing
and now, we have the treasure map to share with you
you only need to contact abdel

you need not be in the midst of traffic like in the olden days

we are now on wifi and iphone
just relax and sip your coffee

you only need to switch on your laptop

email me

then maybe we can chat
daytime or anytime

let me sponsor your project
to the treasure of
ERA ARAMEX CAPITAL CONSORTIUM
if you need
at least 10 up to 500 million dollars

email me at abdeldim@yahoo.com

ABDEL AZIZ DIMAPUNONG, SPECIALIST ADVISOR ON FINANCIAL INTERMEDIATION
IN ASSOCIATION WITH
THE ARAMEX ERA CAPITAL CONSORTIUM

PROF ABDEL AZIZ DIMAPUNONG

GREETINGS, HELLO, THIS IS ABDEL AZIZ DIMAPUNONG, YOUR SPECIALIST ADVISOR AND PROJECT
APPRAISER RECOGNIZED AND ACCREDITED BY THE FOLLOWING GLOBAL CAPITAL FUNDERS:
ERA INVESTMENTS HK, LIMITED, HONG KONG
ERA GLOBAL SECURITIES SL, SPAIN
ARAMEX INVESTMENTS, HONGKONG
BARINGS CAPITAL , LONDON
MY BUSINESS IS MAINLY BASED ON THE WORLD WIDE WEB SO YOU CAN COMMUNICATE WITH ME
VIA EMAIL AS FOLLOWS

aramexera@yahoo.com

HOWEVER, SHOULD WE HAVE AN ACTIVE TRANSACTION AND YOU DESIRE A TELECONFERENCE OR A
TABLE TOP MEETING WITH MY PRINCIPALS, I CAN ARRANGE FOR A SCHDULE OF TELECONFERENCE OR
A VENUE OF THE MEETING, USUALLY IN HONGKONG, DUBAI, SPAIN OR GENEVA
BY ACTIVE TRANSACTION IS MEANT THAT WE HAVE AN OUTSTANDING ADVISORY AGREEMENT THAT
INTEGRATES A NON CIRCUMVENTION AGRREMENT

AND A CONFIDENTIAL NON DISCLOSURE AGREEMENT IN ACCORDANCE WITH THE PROTOCOLS OF MY
FOREGN PRINCIPALS

IN THIS NOTE I WOULD LIKE TO DISCUSS WITH YOU A VITAL COMPONENT IN THE PROCESS OF
SECURING FUNDS FOR YOUR PROJECT. THIS IS CALLED A BANK GUARANTEE.

ALSO ANNEX HWEREWITH ARE:
A] OUR LENDING AND INVESTMENTS PROTOCOL
B] A SAMPLE OF THE BARINGS CAPITAL LETTER OF INTEREST IN A PROJECT FUNDING

IN SWISS BANKING. A BANK GUARANTEE IS THE EUROPEAN FORM OF THE WELL KNOWN STAND BY
LETTER OF CREDIT (SBLC) . THE SWIFT CODE FOR A BG IS MT760. BG’S (AND SBLC’S) CAN BE USED TO
ENHANCE YOUR ABILITY TO APPLY FOR A LINE OF CREDIT WITH YOUR BANK; IN OTHER WORDS, IT
CAN BE USED AS COLLATERAL WHEN YOUR BANK IS ASKING FOR ADDITIONAL COMFORT WHEN YOU
ASK THEM TO FUND YOUR PROJECT. IN OUR FINANCING SYSTEM, THE ARAMEX - ERA GROUP CAN
ASSIST YOUAS A PROJECT DEVELOPER IN ACQUIRING A BG IN ORDER TO GUARANTEE THE FUNDING
REQUIREMENTS FOR YOUR PROJECT THE BG’S WE DEAL IN ARE USABLE AS COLLATERAL. OUR ISSUERS
ONLY USE TOP 25 WORLD BANKS – MAINLY FROM EUROPE LIKE HSBC, DEUTSCHE, UBS ETC. THIS
GUARANTEES WORLD WIDE ACCEPTANCE. THESE BG’S ARE GENERATED BY A MEMBER OF THE
ARAMEX ERA CONSORTIUM IN BLOCKING THEIR FUNDS ON YOUR BEHALF,

SO WE SPEAK OF A “LEASED” BG. IN OTHER WORDS THE BG IS OWNED BY THE ISSUER AND YOU ARE
THE BENEFICIARY. THE BG IS GENERALLY ISSUED FOR 1YEAR AND 1 DAY, BUT IT CAN EASILY BE
EXTENDED UP TO 5 YEARS. ONCE ISSUED THE BG IS TRANSFERRED TO YOUR BANK VIA THE SWIFT
PROTOCOL OF MT760. OF COURSE, LEASING OF A BG COMES AT A COST. AND TO BE VERY HONEST:
THE COST IS VER HIGH. TO BE HONEST, FINANCING YOUR PROJECT BY USING A BG IS VERY EXPENSIVE.
FIRST YOU NEED TO PAY MONEY TO THE ISSUER OF THE BG PLUS COMMISSION TO THE CONSULTANTS
FACILITATING THE PROCESS, THEN YOU NEED TO GIVE THE BG TO YOUR BANK, WHO ARE PROVIDING
A LINE OF CREDIT AGAINST THE BG, WHICH MAY ONLY BE UP TO 90% OR LESS. AND USUALLY, YOUR
BANK WILL CHARGE A ONE OFF FEE TO ‘MONETISE’ THE INSTRUMENT AND ALSO CHARGE INTEREST
ON THE DRAWN DOWN LOAN AMOUNT.

TO SUCCESSFULLY APPLY FOR A BG YOU NEED TO BE AWARE OF FOUR VITAL POINTS:

A) YOU NEED TO HAVE A VERY GOOD PROJECT THAT HAS THE CONSENT OF THE GOVERNMENT
B) THE PROJECT FALLS UNDER PRESIDENT NOY AQUINO’S BOT AND PPP CENTER
C) YOU NEED TO HAVE A BANK FUNDING YOUR PROJECT BASED ON THE SUPPORTING
COLLATERAL OF AN ISSUED BG. THIS PART AND THE FUNDS, WE CAN ARRANGE FOR YOU
D) YOU NEED TO HAVE A BELIEVABLE AND REALISTIC EXIT STRATEGY TO REPAY THE LOAN AND
RETURN THE BG AT THE END OF THE TERM.

ALL THE BG’S WE DEAL WITH ARE CALLABLE, ASSIGNABLE, FULLY TRANSFERABLE AND LIENABLE.
SINCE YOU NEED TO USE A BG TO FUND YOUR PROJECT, YOU NEED TO BE VERY SURE YOU ARE ABLE
TO PAY THE LEASING FEES OF THE BG BEFORE ISSUE, AS THE FUND PROVIDERS WILL NOT ALLOW THE
INSTRUMENT TO BE TAKEN INTO A PROJECT FINANCING PROGRAM UNLESS AND UNTIL THE FEE IS
PAID. YOU CANNOT PAY THE LEASE FEE FROM THE PROJECT RETURNS ON INVESTMENT. IT IS ALSO

NOT POSSIBLE TO USE A BG TO SECURE A FUNDING REQUIREMENT AND PAY FOR THE BG OUT OF THE
PROFITS FROM THE TRANSACTION. NEEDLESS TO SAY, IT NEEDS A CASH OUT BEFORE ISSUANCE OF A
BG

ANNEXES:
A] AUTHORITY OF ABDEL AZIZ DIMAPUNONG FROM ERA INVESTMENTS HK, LIMITED
[B] THE ARAMEX LENDING AND INVESTMENTS PROTOCOL
B] THE BARINGS CAPITAL LETTER OF INTEREST IN A PROJECT FUNDING

CORPORATE BOARD RESOLUTION
Minutes of the meeting of the Board of Directors, held on 9th DAY of APRIL, 2010.

A special meeting of the Board of Directors of ERA INVESTMENT (HK) LIMITED (herein
after referred to as the “COMPANY”) was duly held in accordance with the Articles of Association/
By- Laws/Articles of Incorporation of the Corporation, which has been recorded in the Minutes
of the Book of the Corporation, at the company’s referenced address at which there was present
a quorum, wherein the following resolutions were unanimously adopted, to wit:

RESOLVED: THAT MR. ABDEL AZIZ DIMAPUNONG, HOLDER OF PHILIPPINE PASSPORT
SHALL BE AND HEREBY APPOINTED TO SERVE AS DIRECTOR, PROJECTS –
FOR MINDANAO REGION, WITH THE OBJECTIVE FOR THE BEST INTEREST OF
THE COMPANY IN DIRECT PROJECT APPLICATION AND JOINT VENTURES,
MORE PARTICULARLY TO NEGOTIATE, ARRANGE MEETINGS WITH THE GOVERNMENT
OFFICIALS CONCERN FOR AND ON BEHALF OF ERA INVESTMENT (HK) LIMITED.

IT IS FURTHER RESOLVED: THAT MR. ASHROFF GAFFOOR, AS THE CHAIRMAN /CEO
OF THE COMPANY, 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 HEREBY CONVEYED
SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSES SET FORTH
HEREIN ARE ACCOMPLISHED.

The necessary authority and powers required to undertake these tasks and responsibilities are
hereby granted to:

Full Name: MR. ABDEL AZIZ DIMAPUNONG

IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS HAVE NEVER BEEN
MODIFIED OR AMMENDED AND NOW ARE IN FULL FORCE AND EFFECT AND THAT THE
ABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY APPOINTED AND
ELECTED TO HOLD OFFICE, IS PRESENTLY HOLDING OFFICE, AND IS EMPOWERED
TO ACT FOR AND ON OF THE COMPANY, AND THAT A FAX OR PHOTOCOPY, EMAIL
COPY OF THE BOARD RESOLUTION SHALL BE OF EQUAL VALUE AS ORIGINAL
AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE.
THERE BEING NO FURTHER BUSINESS TO COME BEFORE THE MEETING, UPON THE
MOTION DULY MADE, SECONDED AND UNANIMOUSLY CARRIED, THE MEETING WAS
ADJOURNED.

____________________________________________________________________ ____________ _________ __________
Page 1 of 2
RM 907 SILVERCORD TOWER 2, 30 CANTON ROAD, TSIM SHA TSUI KOWLOON, HONG KONG (SAR)
TELEPHONE : + 852 3582 1051 FACSIMILE : + 852 2961 4800 E-MAIL – erainvestment@yahoo.com

PLACE: HONG KONG
DATE: APRIL 9, 2010
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY
IN CERTIFICATION OF THE ABOVE RESOLUTIONS AND PROVISIONS ON THIS 9TH DAY
OF APRIL, 2010.

FOR IN BEHALF OF:
ERA INVESTMENT (HK) LIMITED

______________________________________________
MR. KANDEGEDERA ABDUL GAFFOOR MOHAMED ASHROFF
TITLE: CHAIRMAN/ C.E.O.
Country of Issue: SRI LANKA
Passport Number: N2222689
Date of Issue: 14-11-2008
Date of Expiry: 14-11-2018

____________________________________________________________________ ____________ _________ __________
Page 2 of 2
RM 907 SILVERCORD TOWER 2, 30 CANTON ROAD, TSIM SHA TSUI KOWLOON, HONG KONG (SAR)
TELEPHONE : + 852 3582 1051 FACSIMILE : + 852 2961 4800 E-MAIL – erainvestment@yahoo.com

!
G/F., 53 Bonham Strand West
Sheung Wan, Hong Kong

CORPORATE BOARD RESOLUTION

Minutes of the meeting of the Board of Directors, held on 7th DAY of JULY,
2011.

A special meeting of the Board of Directors of CTU INVESTMENT LTD.
(herein after referred to as the “COMPANY”) was duly held in accordance with
the Articles of Association/ By- Laws/Articles of Incorporation of the
Corporation, which has been recorded in the Minutes of the Book of the
Corporation, at the company’s referenced address at which there was present
a quorum, wherein the following resolutions were unanimously adopted, to
wit:

RESOLVED: THAT MR. ABDEL AZIZ DIMAPUNONG, HOLDER OF
PHILIPPINE PASSPORT SHALL BE AND HEREBY APPOINTED TO SERVE
AS DIRECTOR, PROJECTS – FOR MINDANAO REGION, WITH THE
OBJECTIVE FOR THE BEST INTEREST OF THE COMPANY IN DIRECT
PROJECT APPLICATION AND JOINT VENTURES,

MORE PARTICULARLY TO NEGOTIATE, ARRANGE MEETINGS WITH
THE GOVERNMENT OFFICIALS CONCERN FOR AND ON BEHALF OF
CTU INVESTMENTS LTD. FOR WIND POWER PROJECTS.

IT IS FURTHER RESOLVED: THAT MR. HO KING HONG ADRIAN PEDRO,
AS THE CHAIRMAN /CEO OF THE COMPANY, 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 HEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND
EFFECT UNTIL THE PURPOSES SET FORTH HEREIN ARE
ACCOMPLISHED.

The necessary authority and powers required to undertake these tasks and
responsibilities are hereby granted to:

Full Name: MR. ABDEL AZIZ DIMAPUNONG

IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS
HAVE NEVER BEEN MODIFIED OR AMMENDED AND NOW ARE IN FULL

FORCE AND EFFECT AND THAT THE ABOVE NAMED DIRECTOR OF
THE COMPANY HAS BEEN DULY APPOINTED AND ELECTED TO HOLD
OFFICE, IS PRESENTLY HOLDING OFFICE, AND IS EMPOWERED TO
ACT FOR AND ON OF THE COMPANY, AND THAT A FAX OR
PHOTOCOPY, EMAIL COPY OF THE BOARD RESOLUTION SHALL BE OF
EQUAL VALUE AS ORIGINAL

AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL
PURPOSES, EVERYWHERE. THERE BEING NO FURTHER BUSINESS TO
COME BEFORE THE MEETING, UPON THE MOTION DULY MADE,
SECONDED AND UNANIMOUSLY CARRIED, THE MEETING WAS
ADJOURNED.

PLACE: HONG KONG DATE: JULY 7, 2011

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL
OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS
AND PROVISIONS ON THIS 7th DAY OF JULY, 2011.

FOR IN BEHALF OF:

CTU INVESTMENT LIMITED

______________________________________________
MR. HO KING HONG ADRIAN PEDRO
TITLE: CHAIRMAN/ CEO
Country of Issue: PORTUGAL
Passport Number: R384570

Lending-Investment Dealing Arrangements
(Protocol)

Forward
ARAMEX Investments Ltd. (“AIL”) and its associated international investment
group and investing partners are equity participating (= to or > 50%) project
financiers specializing in commodities related market industries with particular
emphasis on emerging markets and the energy sector.

AIL seeks financing applications from start-up and/or existing project developers or
established small enterprises seeking to enlarge their project and production base.

Strategic assets underlying any project of interest must have a current marketable
position in any jurisdiction which permits equity and capital repatriation and that
such assets have an applicable assessment /valuation/appraisal, specifically
attesting to the value of such assets tenders for the project realization. Notably such
appraisal must be capable to verification under due diligence, registrable with any
supervising government agency or department and “available” for the render of any
financier assignment, charge or encumbrance which may be necessary to secure
project finance.

Any corporation or individual must be of a current registered business in the
jurisdiction of the development, be of good standing and be free of any imposts or
charges which may render any lenders position intolerable.

Lending criteria
AIL seeks equity and project financing applications from suitable projects
(start-up or existing) requiring investments of US $10 Million to US $500 Million
meeting the following criteria:

1) Demonstratable investment by promoters into a project which has
measurable equity, legally acquired/licensed project parameters (or asset),

2) Government consent to the project deliverables, a marketable assessable
value of the resultant development product,

______________________________________________________________________________________________________________
Suite 901, Level 9, Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, S.A.R.
Tel: +852 3125 7500 Fax: +852 3125 7550
aramexinvestmentslimited@europe.com

Page 1 of 10

3) Negotiable corporate or project specific financial benefits, concessions
including approved capital and loan funds repatriation without penalty.

4) Foreign equity and management position and where appropriate local and
exports project sales.

5) Assignable/negotiable lender equity position

6) An exit strategy exercisable within the funding term

7) Suitable security including property, debenture charge capability, asset
assignment, security mortgage priority and registrable and insurable interest and
permissible (foreign) asset disposal.

8) A margin on capital exceeding twelve percent (12%) and income coverage
greater than interest coverage of eight and five percent (8.5%)

AIL reserves the right to deny applications from any jurisdiction where investment
certainty is un-confirmable or investments are subject to any duress (whether
government, prescribed or individual).

Lending protocols
AIL seeks equity and project financing applications from project promoter
worldwide.

We take a cursory look at each project submission and make a preliminary decision
(via the notifying director) and then, if the advising director has some interest make
further inquiries and seek more informative detail from the promoter.

Once we have formulated the appropriate position and requisite funding level we
then seek an application on the project.

There are no upfront fees. (Lender fees appropriate with Term-Sheet funding offer
may be applicable). Fees which may be payable, upon acceptance of the Term-
sheet Offer are at the Borrower’s discretion and payable where applicable on
acceptance.
______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 2 of 10

Following the promoters funding application, we then seek the level of funding and
any subsequent funds provision (i.e. in the case where project development is
staged, third party funding will need to be assessed prior to Term-Sheet Offer or
where a need is for a future funds commitment, which exceed $15 million in
proposed cost).

Once, we have a clear funding position and requisite funds commitment for any
subsequent funds requirement, we then issue a funding proposal/term sheet.

If the project promoter then accepts the funding proposal, we then proceed to due
diligence and the Client pays the advised due diligence and closing costs – it’s the
applicant's prerogative to except the diligence/closing costs etc.

This protocol is standard internationally for non-upfront funding applications and is
the funding protocol of AIL, which follows, all international banks’ basic protocol -
essentially; if you wish to proceed with a funders offer of funding then you pay their
costs (on acceptance) to move to close the funding package and that's what AIL
does.

Lending protocols
In order to facilitate an application, AIL require the following steps to be followed.

We recommend you consult your specialist advisor or project appraiser prior to
commencing the process.

It should also be noted that, other then where specifically mentioned, the
progression through each step is solely under the control of the investor.

Application for Investment/Mortgage Funds

Each applicant should address each of the following headings within their
application:

Borrower: Current entity and also proposed entity after equity admission of
lender, as re-constituted after the requisite share issue.

______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 3 of 10

Guarantors/Security: Proposed security - assets for security, corporate
guarantee with director indemnity of the borrowing company and any
other associated or related corporate or trust entities as the Mortgagee
may require.

Principal Sum: In US Dollars/Euros

Capitalization Amount: Interest amount to be capitalised over loan term or prior
to exist/repayment strategy [US Dollars/Euros]

Current Capital Sum: Equivalent Investor equity requirement in US
Dollars/Euros

Facility Division Sums: Equivalent in US Dollars/Euros

Initial Advance –

Equity – the amount required for AIL’s Equity capitalization

Debenture/Security Mortgage Finance loan syndication and
facilitation costs or as additionally advised by AIL and its agent
and as required by the external funding parties as well as due
diligence costs, brokerage fees, commissions, establishment
fees, consultancy costs and all settlement costs including legal,
appraisals, contingencies, etc.

Term Construction Facility – The Project funding
requirement.

Subsequent Advances –

Purpose: The facilities proposed are to fund the development and initial operation.

Term: Maximum Total Term - Five years - any extended term requirements will
be assessed prior to acceptance of any application of merit.

Repayments: Principal and Interest repayments, to provide full repayment of the
approved facilities.

______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 4 of 10

Principal and interest payments are to be made quarterly in advance,
commencing on the project commissioning/first product sale (pro-rata
where multiple stages are proposed).

Interest Rate: 8.5% per annum on the total facility.

This interest rate includes Management Fee payable to the Funds
Manager.

Interest Commencement

Date: From the date of settlement or seven (7) days after the dispatch of
mortgage documents to the Applicant, whichever is earlier.

Securities: A. Deed of Loan incorporating a guarantee from the
Guarantors;

B. Registered First and Second Mortgages over shares and
registered First and Second mortgages over development site
and property and the project to be erected thereon.

C. Registered First and Second Debenture Mortgages over the
borrowing company and all its fixed and floating assets
including uncalled capital.

D. A registered equitable charge over the stock holdings in the
borrower and all parties to the project, such stock being
assigned to the Mortgagee until full repayment of all facilities is
effected.

E. Undertaking from the Manager of the borrowing company,
as required by AIL.

F. Corporate Guarantee with director indemnity of the
borrowing company and any other associated or related
corporate or trust entities as the Mortgagee’s legal
representative may require.

______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 5 of 10

Fees: (a) AIL’s professional fees for documentation of securities;

(b) Establishment, brokerage fees, commission payments, etc

(c) All out of pocket expenses incurred by the Mortgagee in or
associated with the preparation and registration of the security
documentation.

Liability for Costs: It is a condition of offer that, upon acceptance, the applicant
shall become liable to pay to the ARAMEX INVESTMENTS LIMITED on
demand all costs, charges and expenses paid or incurred by it, in relation
to the proposed loan inclusive of the costs incurred by the commissioning
of requisite appraisers, valuers, etc. (all to the Applicants account),
and/or as directed by the Mortgagee), and that such liability shall not be
in any way affected by the fact that the proposed loan does not proceed
or that it proceeds for a different principal sum or on different terms than
those stated herein. Examples of these costs are valuation/surveyor fees,
legal costs for preparing loan documents and stamp duty, registration
and search fees. In so far as such costs, charges and expenses
comprise legal fees, they shall be paid by you on a solicitor and own
client basis.

Insurance: Comprehensive fire and all risks insurance cover including loss of
income and debris removal plus public liability cover from an acceptable
insurance company are required with the mortgagee’s interest noted prior
to the initial settlement.

A Certificate of Currency or original insurance policy for at least a 12
month term is required. A cover note or Certificate from a Broker will not
be accepted.

Guarantor to Obtain Advice:

The Mortgagee recommends that any individual Guarantor should obtain
independent legal and financial advice in relation to the liabilities and
obligations undertaken as Guarantor. An Important Notice to Guarantors
will be supplied to this effect. In addition a Certificate of Understanding
will be supplied for completion by the Guarantor in relation to these
liabilities and obligations.

______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 6 of 10

Value Added Tax (VAT), Goods and Services
Tax (GST) or such other applicable
Government Taxes, whether applicable in the jurisdiction
of the Borrower, Mortgagor or Mortgagee:

Under the appropriate jurisdictional Legislation the Mortgagee may be
required to account for such applicable taxes on any taxable supply
made as a result of making this Facility available and/or accepting or
enforcing any Security. The Mortgagee’s costs may also increase as a
result of making input taxed supplies under this Facility and/or accepting
or enforcing any Security. The Mortgagee shall be entitled to recover
and collect from the Borrower or any Guarantor the amount of any such
applicable tax so payable or any amount equal to its increased costs as a
result of the introduction of the applicable tax in addition to any other
amounts due or payable under this Facility or any Security.

In the case where the Mortgagee is entitled to any input tax credit relating
to the taxable supply, the borrower or any Guarantor shall be credited
with the actual amount of any input tax credit claimed by the Mortgagee
in respect to that supply.

The Borrower or any Guarantor should note that should such a tax be
levied under current jurisdictional legislation on some taxable supplies
the Mortgagee may only be able to claim a Reduced Input Tax Credit
(RITC) and the Borrower or any Guarantor shall be liable for the full
amount of such tax and no claim for such tax or portion thereof shall be a
liability of the Mortgagee.

Examples of these types of taxable supplies can be solicitor’s fees,
valuation fees, etc. which have arisen as a result of the facilities
approved in this offer letter, with such fees being for the amount of the
Borrower or any Guarantor.

In these instances where the Mortgagee can only claim a RITC, the
Borrower or any Guarantor may be required to meet these fees plus any
variance that the Mortgagee is not able to claim.

______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 7 of 10

Other Conditions: 1. The Mortgagee will make the Facility available when
the Mortgagee has received and is satisfied with the
following:

(a) All aspects of the Security (including, but not
limited to, Security provider, value, existing
tenancies, results of inquiries, documentation,
insurance, stamping and registration and
payment by the Borrower of those outlays and of
associated expenses including legal costs on a
solicitor and own client basis);

(b) In the case where the Borrower or Guarantor is
acting in the capacity of trustee, a copy of the
stamped trust deed and any variation of it.
Alternatively, the Mortgagee may decide to
accept a statutory declaration from the trustee in
relation to the trust instead of receiving a copy of
the trust deed.

Where the trust deed or a statutory declaration
has previously been supplied, the Borrower and
Guarantor by their completion of the form of
acceptance attached to this Offer Letter warrant
that (in the absence of any written notification to
the contrary accompanied by replacement or
variation documents) no changes have been
made.

(c) The facility is to be formally documented by the
Mortgagee’s Solicitor at the Borrower’s expense.

2. The Mortgagee need not provide or continue the
Facility if, in its opinion, a circumstance or fact exists
or arises which adversely affects or could adversely
affect the Security or the ability of the Borrower to
make payments to the Mortgagee.

3. The continuation of facilities is to be subject to
annual review. The Borrower is to provide latest
______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 8 of 10

financials /tax returns or such other information that
the Mortgagee may reasonably request from time to
time. The Mortgagee reserves the right to terminate
the facility following an annual review.

4. The Mortgagee is to be supplied with a copy of the
Borrower’s financial statements as prepared by its
accountant promptly following the completion of each
financial year.

5. The Mortgagee has the sole discretion as to the
appointment at the Borrower’s cost of the Project
Supervisor/Quantity Surveyor Report Appraisers.

6. A Development Control Group, including
representatives of the Mortgagee, is to be formed prior
to any works being undertaken on the site to regularly
monitor, review and control all aspects of the project
and this Group is to meet at least once each calendar
month.

7. The Mortgagee reserves the right to request that the
property held as Security be revalued at the
Borrower’s expense. Should there be a material
reduction in value the Mortgagee reserves the right to
renegotiate the terms and conditions of the facility
provided.

Authority: The Borrower by completing the form of acceptance attached to
this Offer Letter irrevocably authorizes the Mortgagee to supply
any Guarantor with copies of any of the following from time to time:

(a) This Offer Letter or a summary of it or any other
document that contains the obligations to be
guaranteed by any Guarantor;

(b) Any formal demand sent by the Mortgagee to the
Borrower; and

______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 9 of 10

(c) At the request of any Guarantor, the latest relevant
statements of account (if any) provided by the
Mortgagee to the Borrower.

No lender just gives project money without verifying all the information provided
and information inherent in the application but not forthcoming by the applicant in
the project undertaking.

AIL analyse projects on merit prior to considering moving forward and once a
project reaches the "level of interest" then term-sheet positions are considered. It is
then onto due diligence upon the applicants of the Term-sheet.

The Board of ARAMEX INVESTMENTS LIMITED, concurred that upon current
analysis the Board would not accept an application for funding greater than
US$500 million, currently; particularly noting that the capital exposure may be
extended beyond a reasonable recovery period (five [5] years).

There MUST be a clear and concise exit strategy.

We look forward to your comprehensive project presentation so that we can
advise on your proposed application.

______________________________________________________________________________________________________________
Tel: +852 3125 7500 Fax: +852 3125 7550

Page 10 of 10

December 15, 2010

THE HON. LILIA PINEDA
GOVERNOR,
PROVINCIAL CAPITAL
SAN FERNANDO, PAMPANGA

Re: Letter of Interest- Participating position in the PAMPANGA GOVERNMENT
PROJECTS UNDER BOT AND PPP

=============================================================

Dear Honorable Governor Lilia Pineda:

THIS IS TO CONFIRM THAT MR ABDEL DIMAPUNONG IS OUR FINANCIAL
INTERMEDIARY IN THE PHILIPPINES FOR THE ERA ARAMEX – FUNDS
INTENDED FOR THE PUBLIC PRIVATE PARTNERSHIP PROGRAM OF THE
GOVERNMENT OF THE PHILIPPINES.

The purpose of this Letter of Interest (“Letter”) is to set forth certain conditional and non-binding
understandings and certain binding commitments between Barings Capital Corporation Ltd.
and/or assignees (“Investor”), of certain assets which are currently part of the PAMPANGA
GOVERNMENT PROJECTS UNDER BOT AND PPP (each a “Party” and collectively the
“Parties”), on the general terms and conditions set forth below.

The final terms and conditions of a Proposed Transaction shall be set forth in a formal
written agreement to be mutually agreed upon and executed by the Parties (the “Agreement”).
The purpose of this Letter is to set forth a framework and time frame in which the Parties may
negotiate and determine the terms of the Agreement.

1. Conditions to Closing.

Closing of the Proposed Transaction shall be conditional on certain requirements,
including but not limited to:

(a) the satisfactory conclusion of a reasonable and necessary due diligence investigation
by the investor, which the Parties agree shall commence within three (3) months
from the date of full execution of the formal agreement contemplated hereby, and
conclude not later than 120 days from the date of this Letter, unless this time frame
shall be extended by mutual agreement of the Parties in writing.

Registration Number: 07276820
81 Oxford Street. London, W1D 2 EU, United Kingdom
Telephone No.: +44(0) 207 903 5091 Fax No.: +44(0)207 903 5333
Email Address: info@baringscapital.org.uk

Page 1 of 4

2. Definitive Agreement.

All of the terms and conditions concerning the Proposed Agreement shall be stated in a
definitive Agreement and other appropriate documents necessary or desirable to carry out
such Agreement, which shall be subject to the good faith negotiation and approval of the
Parties, and which shall, unless otherwise mutually agreed, contain the terms described in
this Letter, which terms may be more definitive and detailed than they appear in this
Letter, as well as such other terms, covenants, representations, warranties, and conditions
as are usual and customary in transactions of this type or which are otherwise deemed
necessary or desirable by the Parties.

3. Present Binding Agreements.

The Parties agree to be bound as follows:

(a) All confidential financial or business information and trade secrets (except publicly
available or freely usable material otherwise obtained from another source) respecting
any Party (“Confidential Information”) shall be used solely by the other Party in
connection with the Proposed Transaction, shall be revealed only to the owners, directors,
managers, officers, employees, contractors, and agents of such other Party who are
necessary to the conduct of such transaction, and shall be otherwise held in strict
confidence and treated with due care. Upon the earlier of the Closing Date or the
termination of discussions and negotiations hereunder by any Party, all such Confidential
Information shall be returned immediately upon demand to the other Party. The
provisions of this paragraph shall survive the termination of this Letter, unless superseded
by a more formal Agreement in conjunction with the Proposed Transaction. The identity
of Investor and its principals, affiliates and/or agents shall be deemed confidential and
shall not be disclosed except as may be required by law.

(b) Investor shall be entitled to make a full investigation of the business. The Parties
shall cooperate in good faith, and in a timely fashion, to facilitate this due diligence
investigation.

(c) If requested in writing, Investor will provide bank capability letter stating the Buyers
ability to close this transaction, which information shall also remain confidential pursuant
to the remaining terms hereof..

(d) Except as otherwise mutually agreed by the Parties in writing, each Party shall bear
its own legal, accounting, and other fees and expenses incurred in connection with this
Letter, the due diligence performed pursuant to it, whether or not an Agreement is
executed.

(f) This Letter is an expression of interest only, and the statements of intent or
understanding contained herein shall not be deemed to constitute any offer, acceptance,

Telephone No.: +44(0) 207 903 5091 Fax No.: +44(0) 207 903 5333

Page 2 of 4

or legally binding contract, and such statements do not create any rights or obligations for
or on the part of any Party.

(g) As of the date of its execution, this Letter represents the entire understanding
of the Parties, and supersedes and replaces all prior agreements, written or oral. Any
dispute concerning this Letter or the Proposed Sale shall be settled by and interpreted in
accordance with the International Arbitration Association.

4. General terms and conditions.

a. Investor and Developer shall cooperate with each other and with each other's
agents and representatives in all respects and proceed, as promptly as is
reasonably practicable, to seek to obtain all necessary consents and approvals
from lenders, government agencies, and other third parties, and to endeavor to
comply with all other legal or contractual requirements for or preconditions to
the execution and consummation of the definitive agreement.

b. In the event of a breach or default of this Agreement by either party, the
successful litigating party shall be entitled to reasonable attorneys fees,
whether or not suit shall be brought. Additionally, in the event of a breach of
any of the payment requirements to either party interest shall accrue on all
amounts, before and after entry of judgment at the rate of ten (10%) per cent
per annum.

c. Developer shall notify Investor of any unusual or material problems or
developments with respect to the Property, its business, or any material
change in the information contained in the Schedules hereto, to the end that
an uninterrupted and efficient transfer of control of the Property.

d. This Agreement may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

e. This Agreement does not create, and shall not be construed as creating, any
rights enforceable by any person not a party to this Agreement.

f. The parties hereto acknowledges and agree that they at all times material
hereto have had the opportunity to consult with legal counsel of their own
choosing concerning their rights with respect to the form and content of this
Agreement and the attached exhibits and the advisability of executing the
same.

Telephone No.: +44(0) 207 903 5091 Fax No.: +44(0)207 903 5333

Page 3 of 4

g. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, administrators, successors and
assigns.

h. This Agreement set forth the entire agreement and understanding between
the parties as to the subject matter hereof, and merges and supersedes
all prior discussions, agreements and understandings of every kind and
nature between them, whether oral or in writing, relating to the subject
matter hereof.

i. Neither this Agreement or any term or provision hereof may be changed or
waived orally, but only by a signed writing as against the party to be charged
with such waiver, change or amendment.

Sincerely,
For and On Behalf of:
Barings Capital Corporation Ltd.

Mr. Ashroff Gaffoor
Chairman/C.E.O.

Telephone No.: +44(0) 207 903 5091 Fax No.: +44(0) 207 903 5333

Page 4 of 4

Abdel swiss finance 26

Recommended

Recommended

More Related Content

What's hot

What's hot (7)

Similar to Abdel swiss finance 26

Similar to Abdel swiss finance 26 (20)

More from Abdel Dimapunong

More from Abdel Dimapunong (12)

Recently uploaded

Recently uploaded (20)

Abdel swiss finance 26