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TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
THIS DEED
(BANK D
IS MADE AND ENTERED
INTO BETWEEN THE
ISSUER:
Name of Company : YIYING IN
Address : 18/F, Chin
Represented by : Mr. Horvath
Designation : Principal H
Passport Number : BD5744064
Date of issue : 03 May, 2013
Expiration : 03 May, 2018
[HEREINAFTER KNOWN AND R
AND THE BUYER:
Corporate Name: S.C. PANGIRAN BUDI SERVICE S.R.L
Mailing Address: Str. Gr. Ureche nr. 1
Union
Country: IASI , ROMANIA
Represented
by: Corporate
Title:
Citizenship:
Passport No /
Valid:
SIR DR IR FEROZ MUSA
CHAIRMAN/PRINCIPAL OWNER
DOCTOR
MALAYSIAN
A25895236
23 JUNE 2017
[HEREINAFTER KNOWN AND
PART]
WHEREAS: The ISSUER covenants
and provide an authentic, legitima
described in Article 1.0 below,
compliance with proper procedures
free of all liens and/or encumbra
WHEREAS: The BUYER warrants t
via international banking arrangem
commercial bank collateral as fu
documented funds of non criminal
THEREFORE IN MUTUAL CONS
CONTAINED HEREUNDER, THE SIG
The "ISSUER" and "BUYER" are he
“PARTY ".
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
DEED OF AGREEMENT
DRAFT TRANSACTION)
INTERNATIONAL DEVELOPMENT LIMITED
nachem Tower, 34 Connaught Road Central
vath Attila Csaba
Head
5744064
2013
2018
REFERRED TO AS THE “ ISSUER ” OF ONE
S.C. PANGIRAN BUDI SERVICE S.R.L
Str. Gr. Ureche nr. 1 -3, B1. W. Maracineanu – mezanin IASI Romania European
IASI , ROMANIA
SIR DR IR FEROZ MUSA
CHAIRMAN/PRINCIPAL OWNER
REFERRED TO AS THE “ BUYER ” OF
s that they have the mandate and legal auth
imate, bank collateral (the " Bank Instrume
derived and issued under due process and
s, rules and regulations of issuing sovereig
ances as security for re-payment of funding.
that they have the legal authority and the financial
angements in collateralizing the authentic,
ully described herein below with good, clean
origin.
SIDERATION OF THE COVENANTS AND
GNATORIES HEREBY AGREE AS FOLLOWS:
hereinafter collectively referred to as the "PART
: 14/02/2015
: 14/02/2015
D
l, Hong Kong
ONE PART]
IASI Romania European
THE OTHER
hority to invest
ment") as fully
and obtained in
eignty, delivered
ancial resources
ic, legitimate,
an and cleared
OBLIGATIONS
RTIES", or as the
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
ARTICLE 1.0 DESCRIPTION
Bank Instrument : SEA
Bank Drafts No.# : BD#
Name of Bank : NAT
BANK Currency
Total Contract Value : US$630
1ST Tranche Value : US$190
2ND Tranche Value : US$190
3RD Tranche Value : US$250
Invoice Price : 55%
Commission : 2%+2
CONS
BD Hardcopy : DELIV
COUR
THRO
ARTICLE 2.0 TRANSACTION
1. The Provider and Beneficiary ex
contract to their respective bank
2. The Provider/Seller has been
Time Bank Draft as attached
issued to the Beneficiary’s Name
receiving bank account receive
buyer’s bank)
3. Within Two (2) Banking days t
then issues a Bank Comfort
confirming the capability to pay
(TMB BANK PCL – Phuket Bra
4. Within Three (3) Banking days
Bank via usual inter-bank bon
the Beneficiary.
5. The Beneficiary upon receipt
authentication and validation t
Beneficiary’s bank issue Bank
favor of Provider's nominated b
and the payment of consultant
bank accounts as per the IMFPA
4. The Seller/Provider’s nominated
and authenticated Bank Paym
then the Seller/Provider will in
MT-110 (APPENDIX “C”) to
SWIFT MT-110 to be sent to Bene
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
DESCRIPTION OF INSTRUMENT
SEASONED CASH BACKED BANK DRAFT (BD
# 10161959, BD#10161964 & BD#10161959
TWEST
y : USD
$630,000,000.00 (SIX HUNDRED THIRTY M
$190,000,000.00 (ONE HUNDRED NINETY
$190,000,000.00 (ONE HUNDRED NINETY
$250,000,000.00 (TWO HUNDRED FIFTY M
55% OF THE BD FACE VALUE
2%+2%+1% OF FACE VALUE SHALL BE PAID
NSULTANTS
LIVERY OF ORIGINAL MADE VIA INTER-BA
URIER TO BUYER’S BANK OR VIA HAND D
ROUGH OFFICIAL .
TRANSACTION PROCEDURES
xecute this agreement and both parties lodged t
k.
provided, a text, verbiage and/or similar to SO
in the contract for the Buyer reference, (Ban
ame as per this Agreement contract after the
e Bank Comfort Letter (BCL) via bank sec
the Beneficiary after lodged this agreement con
rt Letter (BCL) via Bank Secured E-Mail
ay for the Bank Draft to the Seller’s assigned
anch, Thailand).
Provider send the original Hardcopy Bank Dra
nded courier and Bank Draft shall be deposited
t the original Bank Draft, Beneficiary’s b
the legitimacy of Bank draft and when all diligen
ank payment undertaking via SWIFT MT-799 (A
bank account for agreed 55% of the face value
ant fees 2%+2%+1% which shall be paid in fa
PA .
ed bank within Three (3) banking days after s
ment Undertaking SWIFT MT-799 from the B
nstruct to his issuing Bank (NATWEST BANK-
Beneficiary’s assigned Bank account. The C
eneficiary’s E-mail for confirmation and follow u
: 14/02/2015
: 14/02/2015
D) ICC-600
1959
MILLION USD)
MILLION USD)
MILLION USD)
MILLION USD)
D TO ALL
ANK BONDED
DELIVERY
their
SOFT copy of the
nk Draft to be re-
Seller’s assigned
cured E-Mail from
ntract to the bank
(APPENDIX “A”)
igned receiving Bank
aft to Beneficiary's
d in the account of
bank shall verify,
gence passed, The
APPENDIX “B”) in
of the Bank Draft
avor of nominated
successful Verified
Beneficiary’s bank
-UK) send SWIFT
Courtesy copy of
up
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
BANK NAME TMB BA
BANK ADDRESS 76/3, R
83000,
BANK SWIFT CODE TMBKT
ACCOUNT HOLDER
ACCOUNT NO.
T.T.K. C
344-2-6
BANK OFFICER MS. ANONGLAK KANE / PERSONAL BANK OFFICER
BANK TELEPHONE +66 762
BANK FACSIMILE +66 762
BANKER E-MAIL anonglak.kan@tmbbank.com
7. Payment as agreed prices to
accounts and pay for all i
and authentication of SWIFT M
8. If the Beneficiary fail to do pay
bank to re-call back the Bank D
A). ARTICLE 3.0 BUYER’S BAN
MT199, RECEIVE BD VIA MT1
BANK NAME KASIKORNBANK PLC
BANK ADDRESS 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900
BANK SWIFT CODE KASITHBK
ACCOUNT HOLDER
ACCOUNT NO.
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
045-92-0817
BANK OFFICER VAEWTA
BANK TELEPHONE +662 9383040
BANK FACSIMILE +662 5131603
BANK OFFICER EMAIL TBA
ARTICLE 4.0
ISSUER’SBANKCO-ORDINATES
BANK NAME NATWEST
BANK ADDRESS 1. HARD
BANK SWIFT CODE NWBKG
ACCOUNT HOLDER
ACCOUNT NO.
DRAWEE
655006
BANK OFFICER MORGAN
BANK OFFICER TITLE FOREIN
BANK TELEPHONE 074591
B). ARTICLE 4.0 SELLER/ISS
VIA BANK SECURED E-MAIL
OFF/VALUE via MT103
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
BANK PUBLIC COMPANY LIMITED
RANONG ROAD, T. TALAT NUEA, A. MUANG PH
, THAILAND.
THBK
CONSTRUCTION & DESIGN CO., LTD.
67956-3
MS. ANONGLAK KANE / PERSONAL BANK OFFICER
621-2123
621-1215
anonglak.kan@tmbbank.com
be remitted via SWIFT MT103 to Seller's
intermediaries as per IMFPA after verificati
MT-110 on bank-to-bank basis, within three (3)
ayment as agreed, then the Provider will instru
Draft from the Beneficiary’s receiving bank.
--------------------------------
NKING COORDINATES TO ISSUE BANK C
110 AND PAYMENT OF 55% + 2%+2%+1%
KASIKORNBANK PLC - LADPRAOW 25 BRANCH
1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900
KASITHBK
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
0817-8 USD
VAEWTA JENSUPPAKARN
+662 9383040
+662 5131603
ES FOR ISSUING BANK DRAFT VIA MT-54
EST BANK
DMAN BOULEVARD, MANCHESTER, M3
GB22L
EE BANK, BANK OF AMERICA, N.A
61164,
GAN R. S
NG DRAFT OPERATIONS
146124
SSUER’S BANK CO-ORDINATES FOR RE
AIL OR SWIFT MT199 /MT799 5
: 14/02/2015
: 14/02/2015
HUKET, PHUKET
s nominated bank
ication, validation
days.
uct to BD-Issuing
COMFORT SWIFT
+1% via MT103
1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900
42
3AQ UK
ECEIVING BCL
55% PAYMENT
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
ARTICLE 5.0 SECURITIES
ACT.
The commerce contemplated c
for a mutual benefit of the par
shall it be construed or interpre
Act 1933 or provision or rules
under the laws, statues, rules o
ARTICLE 6.0 LEGA
AUTHORITY
The signatories hereto conform
and authorized to execute a co
bound
by the terms and conditions as
are made under full corporate an
ARTICLE 7.0 GOOD FAITH, GO
The Parties hereby recognize
contingency that may arise. Ac
this Agreement shall operate
play, fairness and without detrim
with each other that they shall
given to the terms, conditions a
spirit as agreed.
ARTICLE 8.0 JURISDICTIONS A
This Agreement is governed by a
where both parties reside. In the
or in connection with this Agree
parties hereto, such shall be set
Kingdom and the parties heret
arbitration and hereby agree to
binding.
ARTICLE 9.0 ELECTRONIC MAIL
A copy of this Agreement or an
parties hereto and sent to the oth
carries the full force and effect
facsimile copy bears the sendin
date and time which was placed
ARTICLE 10.0 TAXES.
Each Party shall be responsible
and to pay taxes to the appropri
to any third party they might ind
ARTICLE 11.0 COUNTERPARTS
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
IES
constitutes a Private Placement Transact
arties identified herein and as such it is no
eted within the meaning as defined in the
and/or similar regulations promulgated t
or regulations of any other jurisdiction.
AL
m and attest that they are legally empow
onfirm deliver of this document and express
s setout herein and all statements and/or
nd legal responsibility and under penalty o
OODWILL & FAIRPLAY
that it is impracticable to make provi
ccordingly, the parties hereby declare thei
between them in good faith, with goo
ment to the interest of any party and cov
l use their best endeavours to ensure th
and procedures of this Agreement in good
AND GOVERNING LAW
and construed in accordance with the Laws
e event of any dispute, controversy or clai
ement or alleged breach thereof, which is n
ettled by arbitration in accordance with the
to agree to use their best endeavours to
to accept the decision of such arbitrato
AIL
ny other document executed and/or signe
ther party hereto by Email or Facsimile Tra
as it were the hand delivered Original, pr
ng party’s Transmitting Terminal Identifie
thereon electronically by the transmitter.
e to disclose all personal income from the
iate government authority and to pay any
dividually have contracted.
S
: 14/02/2015
: 14/02/2015
saction conducted
ot intended nor
U.S. Securities
there under or
wered, qualified
essly agree to be
nd/or representations
of perjury.
isions for every
ir intention that
oodwill, with fair
venant and agree
hat full effect be
faith and in the
ws of the Country
im arising out of
ot settled by the
e Laws of United
to facilitate such
ors as final and
ed by any of the
ansmission (FAX)
rovided that the
er (TTI) and the
ese transactions
fees respectively
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
This Agreement may be execut
original but all of which shall cons
ARTICLE 12.0: AGREEMENT
Time wherever mentioned in this
supersede all current valid agree
parties identified herein.
IN WITNESS WHEREOF:
By their Signatures hereon affix
understood and executed all pag
accepted and agreed to the gene
this Agreement when execu
them, including their respective
AGREED AND ACCEPTED BY THE
SIGNED ON THE TH DAY OF FEB
FOR ON BEHALF OF BUYER
Signed by :
Full Name : SIR DR IR FEROZ
Title/Position : CHAIRMAN
Passport Number : A25895236
. Issued Date : 2 1 J A N U A R Y 2 0 1 5
Expiry Date : 23 JUNE 2017
Place of Issue : JOHORE BHARU
==========================================================================
FOR AND ON BEHALF OF ISSUER
COMPANY NAME : YIYING INTE
Signed by :
Full Name : Mr. Horvat
Title/Position : Principal H
Passport Number : BD5744064
Issued Date : 03rd May, 2
Expiry Date : 03Rd May, 2
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
ted in counterparts, each of which shall
nstitute one and the same instrument.
s document shall be of essence. This Agreem
ements and understandings, oral or written,
xed, the parties hereto hereby confirm they
ges of this Agreement and that by doing so
eral terms & conditions and warrant one t
uted shall be fully binding and enf
heirs, successors and assigns.
HE BUYER
BRUARY 2015 by
SIR DR IR FE ROZ
2 1 J A N U A R Y 2 0 1 5
23 JUNE 2017
JOHORE BHARU
==========================================================================
R:
TERNATIONAL DEVELOPMENT LIMITED
th Attila Csaba
Head
BD5744064
2013
2018
: 14/02/2015
: 14/02/2015
l be deemed an
ment shall
n, between the
y have read and
o have approved,
to the other that
forceable upon
==========================================================================
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
1ST Tranche
: 14/02/2015
: 14/02/2015
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
2nd Tranche
: 14/02/2015
: 14/02/2015
TRANSACTION CODE: YIYING/PRO/BD
BUYER’S CODE: SPGBS/P RO/BD/USD
D/USD-630M/30/01/15. DATE: 14/02/2015
SPG BS/PRO /BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
3rd Tranche
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
BANK COMFORT TEXT VERBIAGES
(For three ban
TO :
BANK NAME : TMB
BANK ADDRESS : 76/3
PHUK
SWIFT CODE : TMB
ACCOUNT NAME : T.T.K.
ACCOUNT NO. : 344-
BANK OFFICER : MS. ANONGLAK KANE / PERSONAL BANK OFFICER
BANK TEL : +66
BANK FAX : +66
SUB : PAY
TRANSACTION CODE : YIYIN
YR. REF. : PLBR
WE THE UNDERSIGNED BANK OF
----------------------------------------------------------------------
THAT WE ARE READY, ABLE AN
(THREE HUNDRED FORTY-SIX MI
TRANSFER TO YOUR CLIENT
DAYS AFTER CONFIRMED RECEI
VERIFIED OF MT110 OF THREE
HUNDRED THIRTY MILLION USD)
----------------------------------------------------------------------------------
-----------------------------, FROM ISSU
WITH OUR CLIENT INSTRUCTION
AND ABLE TO RECEIVE THREE
HUNDRED THIRTY MILLION USD ON
630M/30/01/15
THIS LETTER IS VALID FOR 15 DA
UNDER MENTIONED BANK OFFICE
FOR AND ON BEHALF OF: --------------------------------
---------------------------------------------------------------------
BANK OFFICER #1
Title & id #
anonglak.kan@tmbbank.com
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
APPENDIX “A”)
VERBIAGES VIA BANK SECURED E-MAIL OR SWI
nk drafts total face value of USD630 Million)
B BANK PUBLIC COMPANY LIMITED
3, RANONG ROAD, T. TALAT NUEA, A. MUANG
UKET 83000, THAILAND.
BKTHBK
K. CONSTRUCTION & DESIGN CO., LTD.
-2-67956-3
MS. ANONGLAK KANE / PERSONAL BANK OFFICER
7621-2123
7621-1215
YMENT CONFIRMATION
NG/PRO/BD/USD-630M/30/01/15
LBRADO03210996
FFICERS OF ---------------------------------------, AT ------------------------
----------------------------------------------------------------------WITH FULL BANK
ND WILLING TO TRANSFER AMOUNT OF
MILLION AND FIVE HUNDRED THOUSAND
ASSIGNATED ACCOUNTS WITHIN THRE
IVED THE THREE ORIGINAL HARD COPY BAN
BANK DRAFTS TOTAL FACE VALUE $630
ON OUR CLIENT NAME AS BENEFICIARY NAM
----------------------------------------------------------------------------------, ACCOUNT NO.: -----------------------------
UING BANK: NATWEST BANK-UK.
N WE, ---------------------------------------------, ARE R
BANK DRAFTS TOTAL FACE VALUE $630,00
ONLY) AS PER THE TRANSACTION CODE: YIYIN
AYS FROM DATE OF ISSUE, AND IT IS VERIFI
ERS.
--------------------------------,
---------------------------------------------------------------------
#1 BANK OFFICER #2
# Title & id #
anonglak.kan@tmbbank.com
: 14/02/2015
: 14/02/2015
SWIFT MT-199
G PHUKET,
------------------------
RESPONSIBILITY
$346,500,000.00
D USD) VIA WIRE
EE (3) BANKING
ANK DRAFTS AND
,000,000.00 (SIX
ME IS: ----------------
-----------------------------
READY, WILLING,
,000,000.00 (SIX
NG/PRO/BD/USD-
IABLE WITH THE
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
BANK PAYMENT UNDERTA
( for THREE BANK D
SWIFT INPUT :SWIFT MT-799
SENDER :
BANK NAME :
BANK ADDRESS :
SWIFT CODE :
BANK OFFICER :
BANK TEL/MOBILE :
BANK FAX : .
ACCOUNT NAME :
ACCOUNT NO. :
RECEIVER :
BANK NAME : TMB BANK P
BANK ADDRESS : 76/3, RANON
83000, THAILA
SWIFT CODE : TMBKTHBK
ACCOUNT NAME : T.T.K. CONST
ACCOUNT NO. : 344-2-67956
BANK OFFICER : MS. ANONGLAK KANE / PERSONAL BANK OFFICER
BANK TEL : +66 7621-21
BANK FAX : +66 7621-12
SUB : PAYMENT CO
IN FAVOR OF :
79:NARRATIVE:
WE, -----------------------------------------------------------------------------------------------------------------------------
CONFIRM WITH FULL BANK RESPO
PAYMENT AGAINST DELIVERY OF REQ
APPROVED VERBIAGE ON BEHALF OF
THE TOTAL AMOUNT OF (THREE HUND
$346,500,000.00 IN FAVOR OF SELLER
DONE VIA MT103 WIRE TRANSFER
AUTHENTICATION OF SWIFT M
BENEFICIARY/BEARER OR HOLDER T
THIS MT799 IS AN OPERATIVE INST
AND AGREED BANK INSTRUMENT IN FA
THESE FUNDS ARE CLEAN, CLEAR, A
OF FULL-DISCLOSURE HAS BEEN ES
NON-CRIMINAL BUSINESS ACTIVITIES
THIS IRREVOCABLE, ASSIGNABLE, T
FIFTEEN (15) INTERNATIONAL BANKIN
FEBRUARY, 2015. THIS IS AN OPERA
COMMERCIAL CODE AS IT RELATES T
FOR AND ON BEHALF OF: --------------------------------
----------------------------------------------------------
BANK OFFICER and PIN:
BANK NAME:
BANK ADDRESS:
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
(APPENDIX “B”)
RTAKING via MT-799 = 55%FV OF BD FACE
RAFTS TOTAL FACE VALUE OF USD 630 Millio
PUBLIC COMPANY LIMITED
NG ROAD, T. TALAT NUEA, A. MUANG PHUKET, P
AILAND.
STRUCTION & DESIGN CO., LTD.
6-3
MS. ANONGLAK KANE / PERSONAL BANK OFFICER
123
215
ONFIRMATION
-----------------------------------------------------------------------------------------------------------------------------
ONSIBILITY THAT WE ARE READY, WILLING, AN
REQUIRED AND AGREED INSTRUMENTS VIA MT1
OF OUR CLIENT --------------------------------------------------------------
NDRED FORTY-SIX MILLION AND FIVE HUNDRED
ELLER’S ASSIGNAED BANK ACCOUNTS ABOVE, THE
FER WITHIN THREE (3) BANKING DAY UPON V
MT110 & BANK DRAFT DELIVER FOR THE
THEREOF.
TRUMENT FROM RECEIVING AND AUTHENTICATION
FAVOR OF OUR CLIENT .
AND FREE OF ANY LEVY, LIENS, OR ENCUMBRANC
STABLISHED THAT, SUCH FUNDS WERE LEGALLY
S.
TRANSFERABLE AND CALL-ABLE BANK PAY ORDER
NG DAYS FROM THE DAY OF FEBRUARY, 2015
ERATIVE BANK INSTRUMENT AND IS SUBJECT
TO BANK CREDIT INSTRUMENT.
--------------------------------
----------------------------------------------------------
: BANK OFFICER NAME and PIN:
E: BANK NAME:
S: BANK ADDRESS:
: 14/02/2015
: 14/02/2015
VALUE
on)
PHUKET
---------------------------------------------------------------------------------------------------------------------------------, HEREBY
ND ABLE TO FUND
MT110 AS PER YOUR
--------------------------------------------------------------- - . IN
D THOUSAND USD)
HE PAYMENT TO BE
VERIFICATION AND
HE BENEFIT OF
ON OF REQUIRED
NCE AND THE RULE
LEGALLY OBTAINED FROM
ORDER IS VALID FOR
AND UNTIL THE
TO THE UNIFORM
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
FORMAT OF
(1st (FIRST TRANCHE)
SENDER :
BANK NAME : NATWEST BA
BANK ADDRESS : 1, HARDMAN
BANK SWIFT CODE : NWBKGB22L
BANK OFFICER : MORGAN R. S
BANK TELE : 07459146124
RECEIVER :
BANK NAME :
BANK D ADDRESS :
SWIFT Code :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
BANK TEL :
BANK DRAFT NO. :
ISSUING BANK : NATWEST BA
CURRENCY : USD
AMOUNT : 190,000,000.0
ISSUED AT : UNITED KING
ISSUING DATE : /02/2015
EXPIRTY DATE : /02/2016
WE THE UNDERSIGNED NATWEST
MANCHESTER M3 3AQ, UK, HEREB
BANK DRAFT TO THE ORDER OF
HOLDER THEREOF, AT MATURITY,
USD ONLY) UPON PRESENTATION AND
------------------------, REGISTERED OFFI
SUCH PAYMENT SHALL BE MADE W
CHARGES, FEES, OR WITH HOLDIN
LEVIED, COLLECTED, WITHHELD OR
ANY POLITICAL SUBDIVISION OR AUTHOR
THIS BANK DRAFT IS ASSIGNABLE,
WITHOUT THE PAYMENT OF ANY TRA
UNIFORM COSTOMS AND PRACTICE FOR
OF COMMERCE PARIS, FRANCE, LATE
THIS BANK DRAFT SHALL BE GOVER
LAWS OF UNITED KINGDOM.
FOR AND ON BEHALF OF : NATWEST BA
NO. 1, HARDMAN BOULEVARD, MANC
BANK OFFICER (1)
NAME:
TITLE/PIN:
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
APPENDIX “C”)
F OPERATIVE BD VIA MT-110, ICC 600
E) & 2ND (SECOND TRANCHE OF USD190 Millio
BANK
N, BOULEVARD, MANCHESTER, M3 3AQ, UK
L
S.
4
BANK
.00 (ONE HUNDRED NINETY MILLION USD)
GDOM
5
6
T BANK, REGISTERED OFFICE AT: 1, HARDMA
BY ISSUE OUR IRREVOCABLE, UNCONDITIONAL,
OF NAME --------------------------------------------------, T
THE SUM OF $190,000,000.00 (ONE HUNDRED
D SURRENDER OF THIS BANK DRAFT AT THE COU
ICE AT: -------------------------------------------------------------------------------------
MADE WITHOUT SET-OFF AND FREE AND CLEAR OF A
NG OF ANY NATURE PRESENTLY OR IN THE F
OR ASSESSED BY THE GOVERNMENT OF THE UNI
HORITY AND THEREIN AND THEREOF.
AND TRANSFERABLE WITHOUT PRESENTATION
ANSFER FEE OR CHARGES. THIS BANK DRAFT IS GO
FOR BANK DRAFT AS SET FORTH BY THE INTERNA
EST REVISION OF PUBLICATION 600.
RNED BY AND SHALL BE CONSTRUED IN ACCORD
BANK
CHESTER, M3 3AQ, UNITED KINGDOM
) BANK OFFICER (2)
AME: NAME:
: TITLE/PIN:
: 14/02/2015
: 14/02/2015
on)
HARDMAN, BOULEVARD,
AL, TRANSFERABLE,
THE BEARER OR
ED NINETY MILLION
UNTERS OF ----------
----------------------------------------------------------------------------
ANY DEDUCTIONS,
FUTURE, IMPOSED,
ITED KINGDOM.OR
OF IT TO US AND
GOVERNED BY THE
ATIONAL CHAMBER
ORDANCE WITH THE
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
FORMAT OF
3rd (TH
SENDER :
BANK NAME : NATWEST BA
BANK ADDRESS : 1, HARDMAN
BANK SWIFT CODE : NWBKGB22L
BANK OFFICER : MORGAN R. S
BANK TELE : 07459146124
RECEIVER :
BANK NAME :
BANK D ADDRESS :
SWIFT Code :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK OFFICER :
BANK TEL :
BANK DRAFT NO. :
ISSUING BANK : NATWEST BA
CURRENCY : USD
AMOUNT : 250,000,000
ISSUED AT : UNITED KING
ISSUING DATE : /02/2015
EXPIRTY DATE : /02/2016
WE THE UNDERSIGNED NATWEST
MANCHESTER M3 3AQ, UK, HEREB
BANK DRAFT TO THE ORDER OF
HOLDER THEREOF, AT MATURITY, THE
ONLY) UPON PRESENTATION AND SURRE
-----------------, REGISTERED OFFICE
SUCH PAYMENT SHALL BE MADE W
CHARGES, FEES, OR WITH HOLDIN
LEVIED, COLLECTED, WITHHELD OR
ANY POLITICAL SUBDIVISION OR AUTHOR
THIS BANK DRAFT IS ASSIGNABLE,
WITHOUT THE PAYMENT OF ANY TRA
UNIFORM COSTOMS AND PRACTICE FOR
OF COMMERCE PARIS, FRANCE, LATE
THIS BANK DRAFT SHALL BE GOVER
LAWS OF UNITED KINGDOM.
FOR AND ON BEHALF OF : NATWEST BA
NO. 1, HARDMAN BOULEVARD, MANC
BANK OFFICER (1)
NAME:
TITLE/PIN:
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
APPENDIX “CC”)
F OPERATIVE BD VIA MT-110 –ICC 600
THIRD TRANCHE OF USD250 Million)
BANK
N, BOULEVARD, MANCHESTER, M3 3AQ, UK
L
S.
4
BANK
0.00 (TWO HUNDRED FIFTY MILLION USD)
GDOM
5
6
T BANK, REGISTERED OFFICE AT: 1, HARDMA
BY ISSUE OUR IRREVOCABLE, UNCONDITIONAL,
OF NAME “----------------------------------------------------T
HE SUM OF $250,000,000.00 (TWO HUNDRED FIF
RRENDER OF THIS BANK DRAFT AT THE COUNTERS
E AT: -------------------------------------------------------------------------------------
MADE WITHOUT SET-OFF AND FREE AND CLEAR OF A
NG OF ANY NATURE PRESENTLY OR IN THE F
OR ASSESSED BY THE GOVERNMENT OF THE UNI
HORITY AND THEREIN AND THEREOF.
AND TRANSFERABLE WITHOUT PRESENTATION
ANSFER FEE OR CHARGES. THIS BANK DRAFT IS GO
FOR BANK DRAFT AS SET FORTH BY THE INTERNA
EST REVISION OF PUBLICATION 600.
ERNED BY AND SHALL BE CONSTRUED IN ACCORD
BANK
CHESTER, M3 3AQ, UNITED KINGDOM
) BANK OFFICER (2)
AME: NAME:
: TITLE/PIN:
: 14/02/2015
: 14/02/2015
HARDMAN, BOULEVARD,
AL, TRANSFERABLE,
THE BEARER OR
FIFTY MILLION USD
ERS OF -----------------
-----------------------------------------------------------------------------
ANY DEDUCTIONS,
FUTURE, IMPOSED,
ITED KINGDOM OR
OF IT TO US AND
GOVERNED BY THE
ATIONAL CHAMBER
ORDANCE WITH THE
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
IRREVOCABLE M
Date: Sunday, February 15, 2015.
I, SEGUNDO ANGEL ESTRADA
Director of PROMOCION Y
AAA529230 SPAIN (hereinafte
financial responsibility, hereby
notification, without prejudice,
entitled to the Consultants, who
in this document, via Wire Trans
the Contract. This Fee Agreemen
and is and shall remain an intri
as referenced with the Seller’s, B
remain in effect until the Contra
fully completed.
The Buyer/Payer further agrees
for services rendered and are ir
be paid simultaneously with the
referred to in this contract. The
deductions, excluding bank tra
subsequent transactions with th
We confirm that upon the execu
Irrevocable Payment Order. Thi
and a copy from that bank will
We agree that this Consulting Fee
In recognition of the services r
contractual formalities and the c
undersigned Buyer/Pay or, he
demand or delay, promise and
total face value of each invoiced
called collectively the “Benef
Consultancy fee shall be paid
concurrently with each paymen
Consultancy fees shall be paid
transfer, to your designated Payma
This “Consulting Fee Agreement
to the benefit of the Beneficiaries
successors and assigns as the ca
renewals, extensions and additio
This Consulting Fee Agreement,
be considered an original legally
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
MASTER FEE PROTECTION AGREEMENT
& PAYMENT-
ORDER
RADA LOARECES, authorized signatory
Y VENTAS CASTILLA LA MANCHA SL
er the “Buyer/Payer”) acting with full
by irrevocably and unconditionally, with
recourse, or delay guarantee to pay the
ose Paymaster Accounts or Banking Co-ord
nsfer, at the time of settlement of each and
nt is our irrevocable pay order to the Cons
icate part of the Contract between the Buy
Buyer’s and Transaction Codes above. This
ract, including any renewals, extensions and
ees that the fees and commissions stated ar
rrevocable, irretrievable and unconditionall
e payment of each and every tranche of
he fees will be free of legal impediment
ransfer fees and routine banking delays,
his Seller.
ution of this Consulting Fee Agreement this
is Consulting Fee Agreement shall be lodg
l be forwarded to the Consultants Paymas
ee Agreement will also be lodged with the Se
rendered towards the negotiation and co
commencement of the above referenced tra
ereby irrevocably and unconditionally, w
guarantee to pay fees of Five percent (2%
ed instruments, for the benefit of the Consul
ficiaries” and individually a “Beneficia
upon the successful closing of each and
nt of the instruments purchased by us. F
in good, clean, clear and unencumbered
master accounts or banking coordinates.
t” is unconditional, assignable and divisib
es/Consultants and their respective heirs,
e case may be, until this transaction, in
ons are fully completed.
t, if transmitted by facsimile or as email att
yenforceable document.
: 14/02/2015
: 14/02/2015
ENT
y and Managing
SL Passport No.
l corporate and
hout protest or
consultancy fee
dinates are listed
every tranche of
sultants involved
uyer and the Seller
s pay order shall
nd additions are
re compensation
ly guaranteed to
the instruments
and free of any
for this and all
s document is an
dged in our bank
sters or Banking.
eller’s bank.
ompletion of the
ransaction, we the
y, without protest,
%+2%+1%) of the
ltants hereinafter
ary”. The said
nd every tranche
Further, the said
d Euros via wire
ble. It shall inure
s, administrators,
ncluding any/all
ttachment, shall
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
Generally recognized Internation
are applicable for a period of Five
of the contract including an
completed and we agree to resp
All negotiations, terms and
their perspective legal counse
ramifications of their own act
any legal actions brought on by
The above stated codes, (the
other identification codes shal
transaction, including any ren
we agree to respect those.
The Consulting Fee of Five
every
tranche of this transaction i
Buyer/Pay or to the Paymaste
with the four Percent (5%) sh
Paymaster. Banking details t
Beneficiaries/Consultants with
2% to Seller’s Mandates-Side, 3
BUYER’S BANKING COORDINATES
BD VIA MT110 AND PAYMENT OF
BANK NAME KASIKORNBANK PLC
BANK ADDRESS 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900
BANK SWIFT CODE KASITHBK
ACCOUNT HOLDER
ACCOUNT NO.
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
045-92-0817
BANK OFFICER VAEWTA
BANK TELEPHONE +662 9383040
BANK FACSIMILE +662 5131603
BANK OFFICER EMAIL TBA
(A). SELLER GROUP: 2% [TWO PE
WITH ROLLS AND EXTENSIONS O
(A1). SELLER’S MANDATE ACCO
Beneficiary Name TONYFRED ( FREDERICK CALITZ)
Bank Name BANGKOK BANK PCL
Bank Address 333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND
Account Name FREDERICK CALITZ
Account No. 101-8-70 3619
SWIFT CODE BKKBTHBK
Bank Telephone +662-231-4333
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
nal Standards of Non-Circumvention and
e (5) years from the date of this document o
ny renewals, extensions and additions
pect those.
nd conditions are between the princip
el only. Both principal parties are resp
tions. All Consultants involved are held
by either party.
e Seller’s code to be provided by the
ll remain the same and shall not be cha
newals, extensions and additions are fully
Percent (2%+2%+1%) of the face value
including any rolls or extensions to be
ers listed below on behalf of the consul
hared in the exact portion noted and as
to follow if not supplied are subject
h
3% to Buyer’s Mandate-Side Consultants as
ES TO ISSUE BANK COMFORT SWIFT MT199, R
F 55% + 2%+2%+1 via MT103
KASIKORNBANK PLC - LADPRAOW 25 BRANCH
1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900
KASITHBK
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
0817-8 USD
VAEWTA JENSUPPAKARN
+662 9383040
+662 5131603
PERCENT] OF THE TOTAL CONTRACT AMOUNT
OF EACH AND EVERY TRANCHE
OUNT = 1.0% OF BD FACE VALUE CLOSED
TONYFRED ( FREDERICK CALITZ)
BANGKOK BANK PCL
333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND
FREDERICK CALITZ
70 3619
BKKBTHBK
4333
: 14/02/2015
: 14/02/2015
Non-Disclosure
or the last date
that are fully
pal parties and
ponsible for the
d harmless from
Seller) and any
anged until this
y completed and
from each and
e paid by the
ltants referenced
ssigned to each
to change by
s follows:
RECEIVE
1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900
[EUROS]
333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
A) SELLER SIDE COMMISSION: 1%
(EUROS) WITH ROLLS AND EXTEN
SELLER’S INTERMEDIARY GROU
Beneficiary Name MR. PRA
Bank Name MAYBAN
Bank Address #4B, STRE
Account Name MR. PRA
Account No. 0001501
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE:
Bank Swift Code MBBEKHP
Bank Officer TBA
Bank Phone No. +855-23-2
Bank Fax No. +855-23-2
Bank E-Mail mbb@may
(A2)SELLER’SINTERMEDIARYGROUPTWO:
BANK NAME INDUSTRIA
BANK ADDRESS
BRANCH
161/2-5, V
10210, TA
CENTER.
SWIFT CODE ICBKTHBK
ACCOUNT NAME MR. THON
ACCOUNT NUMBER 105-0-0343
BANK OFFICER MISS. JAR
BANK TELEPHONE +662-996-
BANK FACSMILE TBA
BENEFICIARY
NAME
Thongyoo
S.D.V.Gro
Thanitsak
A3)SELLER’SINTERMEDIARYGROUPTWO:
BANK NAME UNITED O
BANK ADDRESS THE MALL
SWIFT CODE UOVBTHBK
ACCOUNT NAME ORIENTAL
ACCOUNT NUMBER 764-1-634
BANK OFFICER MRS. RUN
BANK TELEPHONE +662-378-
BANK FACSMILE +662-378-
E-MAIL ADDR. rungrat.wun
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
1% (ONE PERCENT) OF TOTAL CONTRACT AMO
NSIONS OF EACH AND EVERY TRANCHE
UP ONE = 0.15% OF BD FACE VALUE CLOSED
ATEEP PONIMDANG
NK (Cambodia) PLC.
STREET 114 (Kramoun Sar) PHNOM PENH., CAM
ATEEP PONIMDANG
100106509
BD/USD-630M/30/01/15. DATE: 14/02/2015
DATE: 14/02/2015
PP
210 123, 210 233
210 099
aybank.com.kh
WO: ACCOUNT =0.60% OF BD FACE VALUE CLOSED
AL AND COMMERCIAL BANK OF CHINA (THAI
VIPHAVADIRANGSIT ROAD, SIKAN, DONMUAN
TAHILAND. VIPHAVADIRANGSIT-DONMUANG BU
K
NGYOO PIACHUAD
436-8
JARAVEE VIMANRAT
-9902-5
Piachuad = 0.40%
roup = 0.10%
kdi = 0.10%
WO: ACCOUNT =0.25% OF BD FACE VALUE CLOSED
OVERSEAS BANK (THAI) PCL
LL BANGKAPI, KLONGCHAN, BANGKOK 10240, T
BK
AL INTERWOOD CO., LTD.
3493-3
NGRAT WUNPUAN
-0973-4
-0973-4
un@uob.co.th
: 14/02/2015
: 14/02/2015
OUNT
MBODIA.
: 14/02/2015
: 14/02/2015
ED
I) PCL
NG, BANGKOK
USINESS
ED
THAILAND.
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
COMMISSION
Bank Name STANDARD CHARTERED BANK
Bank Address BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66
ROAD, TSIM SHA TSUI, KOWLOON, HONG KONG
Account Name SYAREENA BINTI SHAHBUDIN
Account No 57487970331 (MULTI
SWIFT Code SCBLHKHHXXX
Bank Officer Name YIP SIU FAI, KENNY
Phone +852 2739 0800
BENEFICIARY
Beneficiaries VALERIE TAYLOR
Bank Name BANK OF AMERICA
Bank Address
100 WEST 33
Account Name VALERIE TAYLOR
Account No 325051991432 ABA ROUTING 026009593
SWIFT Code BOFAUS3N
Bank Officer Name TBA
Phone TBA
BENEFICIARY
SPECIAL INSTRUCTIONS
EMAIL ADDRESS FOR
NOTIFICATION OF FUNDS
ALL TRANS
Non-Crimi
with such,
Immediate
Transfer slip
(B). BUYER GROUP: 3% [THREE PE
WITH ROLLS AND EXTENSIONS OF
(BU2). BUYER’S INTERMEDIARY A
ROLLS AND EXTENSIONS OF EACH
(BU3). BUYER’S INTERMEDIARY A
SPECIAL INSTRUCTIONS
EMAIL ADDRESS FOR
NOTIFICATION OF FUNDS
ALL TRAN
Clear, of N
associated
Cash Imm
Wire Tran
for legal v
regulation
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
STANDARD CHARTERED BANK
BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66
ROAD, TSIM SHA TSUI, KOWLOON, HONG KONG
SYAREENA BINTI SHAHBUDIN
57487970331 (MULTI-CURRENCY ACCOUNT)
SCBLHKHHXXX
YIP SIU FAI, KENNY
+852 2739 0800
VALERIE TAYLOR
BANK OF AMERICA
100 WEST 33RD
ST NEW YORK 10001
VALERIE TAYLOR
325051991432 ABA ROUTING 026009593
BOFAUS3N
SFER INSTRUCTIONS SHALL STATE: “Funds are Clean
inal Origin and are customary remuneration normall
, standard, financial transactions of this nature Payab
ately Upon Receipt By Beneficiary’s Bank and a copy o
sfer slip shall be emailed to:
ERCENT] OF THE TOTAL CONTRACT AMOUNT
F EACH AND EVERY TRANCHE
ACCOUNT = 2.00% OF BD FACE VALUE
H AND EVERY TRANCHE
ACCOUNT = 1.00% OF BD FACE VALUE
RANSFER INSTRUCTIONS SHALL STATE: “Funds
Non-Criminal Origin and are customary remuneration n
ed with such, standard, financial transactions of this na
mediately Upon Receipt By Beneficiary’s Bank and a
ansfer slip shall be emailed to:E-Mail:kent19559@yahoo.com
verification and documentation pursuant to Patriot Ac
ns with One Original Contract copy to be filed with B
: 14/02/2015
: 14/02/2015
BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66-70 NATHAN
and Clear, of
ly associated
ble in Cash
of Bank Wire
[EUROS]
s are Clean and
n normally
ature Payable in
copy of Bank
:kent19559@yahoo.com
ct/Banking
Bank
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
Each of the above named Paymast
percentages of commission via a se
as indicated. Each Paymaster will
authorized Beneficiaries/Consultan
commission transfers are to be ma
transaction or transaction tranche
or delays of any kind whatsoever.
Signature,
of the Board of Directors.
Name: S I R D R I R F E R O Z
Passport No A 25895236
Signed Date: 21.03.2015
Company seal:
:
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
ters will be responsible for making onward paymen
eparate pay order to each of the named, author
will issue the relevant Payment Order to each o
ants subject to their specific “Consulting Fee
ade by wire and transferred immediately upo
or as soon thereafter as banking processes al
: 14/02/2015
: 14/02/2015
ayments of agreed
rized Beneficiaries
of their respective
e Agreement”. All
on closing of each
allow without liens
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
CHANGE OF BANK COORDINATE
In the event that the Beneficiaries d
will each serve prior notice of such
thereof.
GOVERNING LAW:
Parties hereby agree to submit any
the rules of the America Arbitrat
of Colorado and the law of the state
to legal costs, arbitration costs an
the arbitrator but in the event that
award of the arbitrators, the pre
attorney’s fees for the post arbitrat
may be entered in any court having
TAXES:
Parties to this “Consulting Fee A
payments and/or distributions here
the independent responsibility of ea
of any related taxes is the sole respo
The receipt of this document consti
transactions herein are not to be in
are bound to obey and be in complia
herein.
BINDING:
THIS “CONSULTING FEE AGREEM
the benefit of the parties, the bene
mutual advantage or goodwill. In
surviving parties and beneficiaries
any and all proceeds of this “Con
deceased party under the same terms
NON-CIRCUMVENTION:
The “Parties” intending to be legally
they shall not, directly or indirectly
pass, or obviate each other’s intere
source, lender, investor, trust, b
institution or to change, increase
established fees, commissions, or c
contracted relationships with sour
partners or financial institutions o
buy/sell relationships, or transacti
corporation, partnership, other enti
one another in connection with the
NON-DISCLOSURE:
Furthermore, the “Parties” irrevocab
or indirectly to any third party, any
otherwise acquired, particularly, c
arrangements, schedules, and info
trusts, brokers, clients and/or equ
and specific individual names,
addresses, references, and/or other
confidential or privileged, without t
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
ES
decide to change the coordinates of their receivin
change in writing to Seller/Pay or within eight
dispute or controversy, at law or in equity, to
tion Association. Said dispute shall be he
e of Colorado shall govern. The prevailing party
nd arbitrator’s fees. Attorney’s fees may no
hat legal action becomes necessary to confirm an
evailing party in arbitration shall be entitled
tion action. Judgment upon the award render
g jurisdiction thereof.
Agreement” are independent contractors and
eunder are divided interests. All taxes, federal,
ach of the parties hereto. Reporting of income
onsibility of the Beneficiaries/Consultants.
itutes acknowledgement on the part of recipien
in violation of existing regulations and laws and
liance with all regulations and laws as related t
MENT” shall be binding, individually or collectiv
eneficiaries and their respective successors and
the event of death of any of the parties or
ies agree that the beneficiaries of the deceased p
nsulting Fee Agreement” that would have bee
ms and conditions as if the party were not decea
legally bound, hereby irrevocably agree, and guarantee
ly interfere with, circumvent or attempt to circu
st, or the interest or relationship between the
broker, consultant, client and/or equity part
or avoid directly or indirectly payment of est
continuance of pre-established relationships or
rces, lenders, investors, trusts, brokers, clien
or with intermediaries, entrepreneurs, legal co
ional relationships that by-pass one of the “
ity or individual revealed or introduced by one
“Project/Transaction” described above.
ably agree that they shall not disclose or otherwise
any confidential information provided by one part
contract terms, product information, or price
ormation concerning the identity of sources, l
uity partners, or financial institutions, or their
addresses, principals, or telex/fax/phone
her information, advised by one “Party” to
the prior specific written consent of the “Part
: 14/02/2015
: 14/02/2015
ng banks they
(8) banking hours
o arbitration under
eard in the State
y shall be entitled
ot be awarded by
and/or collect the
led to reasonable
er by the arbitrator
d all contemplated
state or other, are
e and the payment
ients hereof that the
and all parties herein
to the transactions
vely, upon and for
and assigns for their
beneficiaries, the
party shall receive
en earned by the
ased.
ee each other that
umvent, avoid, by-
“Parties” with any
rtner, or financial
tablished or to be
intervene in non-
clients and/or equity
ounsel, or initiate
“Parties” with any
of the “Parties” to
wise reveal directly
rty to the other, or
ices, fees, financing
lenders, investors,
heir representatives,
e numbers, email
another as being
ty” providing such
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
information. Neither “Party” may b
above mentioned confidential informa
CONFIDENTIALITY:
The “Parties” agree that as material
information contained herein, that e
of this agreement to any other non
other party to this agreement or th
The “Parties” agree that failure to co
material breach of this agreement a
lawful remedies which may be availa
IN WITNESS HEREOF, I HEREBY
AUTHORITY, THAT THE ABOVE T
SIGNATURE ON THIS DECLARATIO
AGREED AND ACCEPTED BY THE
SIGNED ON THE 14 TH DAY OF FE
FOR ON BEHALF OF BUYER
Signed by :
Full Name : SIR DR IR FEROZ
Title/Position : CHAIRMAN
Passport Number:.A 25895236
Issued Date : 21.01.2012
Expiry Date : 23.06.2017
Place of Issue : MALAYSIA
======================================================================
FOR AND ON BEHALF OF ISSUER
COMPANY NAME : YIYING INTE
Signed by :
Full Name : Mr. Horvath Attila
Title/Position : Principal Head
Passport Number: BD5744064
Issued Date : 03rd May, 2013
Expiry Date : 03Rd May, 2018
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
e held liable if, through no action or fault of
mation is released by the owner or a third party.
ial inducement to enter into this agreement an
each party hereby agrees never to disclose or re
n- party, nor to discuss the contents of this ag
his transaction, unless compelled by a governmen
omply with the mandate of this sub-paragraph
and shall be grounds to suspend payments in a
able.
EBY ATTEST, AFFIRM, AND ACKNOWLED
TERMS ARE AGREED AND ACCEPTABLE, B
ON FOR AND ON THE BEHALF OF
HE BUYER
EBRUARY, 2015 by
SIR DR IR FE ROZ
======================================================================
R:
TERNATIONAL DEVELOPMENT LIMITED
a Csaba
: 14/02/2015
: 14/02/2015
theirs, any of the
y.
nd to disclose the
eveal the contents
agreement with any
nmental authority.
shall constitute a
additional to other
EDGE WITH FULL
BY AFFIXING MY
======================================================================
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
COLO
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
OUR COPY PASSPORT OF SELLER
: 14/02/2015
: 14/02/2015
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
COLOU
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
UR COPY PASSPORT OF BUYER
: 14/02/2015
: 14/02/2015
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
Principal:
S.C. PANGIRAN BUDI SERVICE S.R.L
Represented By: SIR DR IR FEROZ
Nationality: MALAYSIAN
Passport Number: A 25895236
Date Of Issue: 21 JANUARY 2012
Date Of Expiration: 23 JUNE 2017
Date Of Birth: 08 NOV 1974
Place Of Birth: JOHORE BHARU
SSN/Identity No.: 741108017575
Contact Address:
Contact Telephone No.: +6017
Add. Telephone No.:
Mobile Telephone No.: +60177430448
Facsimile No.:
E-Mail Address: IOEDF@DIPLOMATS.COM
Occupation: PRINCIPAL BUSINESS OWNER
Business Name: S.C. PANGIRAN BUDI SERVICE S.R.L
Business Address: IASI , ROMANIA,EU UNION
Business Telephone: TBA
Business Facsimile: TBA
Legal Counsel: S.M NASIR HUSSAINI & CO
Address: 1-08-02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000
SHAH ALAM, SELANGOR , MALAYSIA
Telephone No.: +60355118268
Facsimile No.: +60355108268
Bank Name: KASIKORNBANK PLC
Bank Address: 1003/1 LADPRAOW RD. LADYAO , JATUJAK
BANGKOK, 10900
Account Name: ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
CLIENT
In accordance with Articles two (2)
Federal Marketing Commission
money laundering, the following
Institutions for
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
S.C. PANGIRAN BUDI SERVICE S.R.L
SIR DR IR FEROZ
MALAYSIAN
A 25895236
21 JANUARY 2012
23 JUNE 2017
08 NOV 1974
JOHORE BHARU
741108017575
+6017-7430448
+60177430448
IOEDF@DIPLOMATS.COM
PRINCIPAL BUSINESS OWNER
S.C. PANGIRAN BUDI SERVICE S.R.L
IASI , ROMANIA,EU UNION
S.M NASIR HUSSAINI & CO
02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000
SHAH ALAM, SELANGOR , MALAYSIA
+60355118268
+60355108268
KASIKORNBANK PLC - LADPRAOW 25 BRANCH
1003/1 LADPRAOW RD. LADYAO , JATUJAK
BANGKOK, 10900
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
CLIENT INFORMATION SHEET
Buyer
(2) through five (5) of the Due Diligence Con
Circular of December 1998, concerning the
information may be supplied to banks and/
purposes of
: 14/02/2015
: 14/02/2015
02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000
BRANCH
1003/1 LADPRAOW RD. LADYAO , JATUJAK
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
nvention and the
he prevention of
nd/or other Federal
verification.
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
Account No.: 045-92
Acct. Signatory Name: ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
Bank Officer: TBA
Bank Officer Address: TBA
Bank Officer Telephone: +662 9383040
Bank Officer Facsimile: +662 5131603
Bank Email: TBA
S.W.I.F.T.: KASITHBK
6. Amount of funds/instru
FDollars (500,000,000,000.00
Declaration: I hereby swear und
true and accurate. I am the si
engaged in this transaction are
cleared. The origin of funds is
forth by the Financial Action Task
AGREED AND ACCEPTED BY THE
SIGNED ON THE 14th DAY OF FEB
Signed by :
Full Name : SIR DR IR FEROZ
Title/Position : CHAIRMAN
Passport Number : A 25895236
Issued Date : 21 JAN 2012
Expiry Date : 23 JUNE 2017
Place of Issue : MALAYSIA
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
92-0817-8 USD
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
+662 9383040
+662 5131603
KASITHBK
ument on deposit and available for collatera
(500,000,000,000.00 USD)
under penalty of perjury, that the information
ignatory on the aforementioned bank acc
derived from non-criminal origin; and, are
in compliance with Anti-Money-Laundering
sk Force (FATF) 6/01.
HE BUYER
BRUARY, 2015 by
SIR DR IR FEROZ
CHAIRMAN
A 25895236
21 JAN 2012
23 JUNE 2017
MALAYSIA
: 14/02/2015
: 14/02/2015
ATTHA DESIGN AND CONSTRUCTION LTD.,PART.
al:
provided is both
count. All monies
good, clean and
ng Policies as set
TRANSACTION CODE: YIYING/PRO/B
BUYER’S CODE: SPG BS/PRO /BD/USD
CORPORATE
All directors from (Director) S.C. PANGIRAN BUDI SERVICE S.R.L
in attendance, in person or by tele
then held concerning the issue, and al
of the board members.
The Board of Directors of S.C. PANGIRAN BUDI SERVICE S.R.L
, an International Business Compan
Registered Office at , in a meeting,
resolutions:
RESOLUTION : it is resolved that th
Operation in Malaysia/Asean , born on
2 5 8 9 5 2 3 6 , issued on 21 .01.2012, E
as our project Operation/CEO who ass
arrange, monitor, execute, manage,
the Non –Recourse investment th
TRANSACTION CODE: YIYING/PRO/
RESOLUTION: it is resolved that at thi
fact acts for the , with regards to the afores
RESOLUTION: it is resolved that our Pres
Director, for the obtaining of the aforesa
RESOLUTION:it is resolved that the Bo
duties, signatory rights and responsibiliti
RESOLUTION: it is resolved that SIR DR IR FEROZ
and / or custodial account in any b
be acquired by such bank to accompli
to said bank on our behalf.
Whereupon, on motion duly made and sec
An emailed copy hereof shall be deemed
For and on behalf of Funder:
Signature,
of the Board of Directors.
Name: S I R D R I R F E R O Z
Passport No A25895236
Signed Date: 21 .03.2015
Company seal:
BD/USD-630M/30/01/15. DATE: 14/02/2015
SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015
CORPORATE BOARD RESOLUTION
S.C. PANGIRAN BUDI SERVICE S.R.L ,and company Inspect
ephone conference or other communication, gen
all aspects of the same, were fully explained in detai
S.C. PANGIRAN BUDI SERVICE S.R.L
ny organized and existing under the Laws of th
held on this 04 th day of February ,2015, ado
he Board of Directors of hereby authorized and
on on 08 nov 1974 resident at holder of MALAYSIAN
Expiry Date 23 JUNE 2015
ssigned authority, on our behalf, stay and name, to
e, and sign any and all agreements and/or necessary
he amount USD Six Hundred Thirty Million (USD 63
RO/BD/USD-630M/30/01/15
is meeting of the Board of Directors that our Presi
foresaid financial investment.
resident / CEO and in fact is hereby authorized to a
aid purpose.
oard of Directors of hereby authorized to assume al
ilities and on our behalf.
SIR DR IR FEROZ is hereby authorized to open a corpor
bank, domestic or foreign, and to sign such resol
lish the objective(s) as stated herein, and to give irrevoc
seconded the above resolutions was unanimously ad
ed as original for all purposes until the original is prod
: 14/02/2015
: 14/02/2015
tor (Secretary) were
neral discussion was
il to the satisfaction
he MALAYSIA with
opted the following
d appoint Project
MALAYSIAN Passport No: A
o instruct, negotiate,
ry contracts and for
30,000,000.00) with
ident / CEO and in
act as our Financial
ll authority, powers,
orate, trading, trust
lutions as February
rrevocable instructions
dopted.
duced.

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DRAFT DOA$190 $190 2501 M-AGREEMENT with letterhead

  • 1. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD THIS DEED (BANK D IS MADE AND ENTERED INTO BETWEEN THE ISSUER: Name of Company : YIYING IN Address : 18/F, Chin Represented by : Mr. Horvath Designation : Principal H Passport Number : BD5744064 Date of issue : 03 May, 2013 Expiration : 03 May, 2018 [HEREINAFTER KNOWN AND R AND THE BUYER: Corporate Name: S.C. PANGIRAN BUDI SERVICE S.R.L Mailing Address: Str. Gr. Ureche nr. 1 Union Country: IASI , ROMANIA Represented by: Corporate Title: Citizenship: Passport No / Valid: SIR DR IR FEROZ MUSA CHAIRMAN/PRINCIPAL OWNER DOCTOR MALAYSIAN A25895236 23 JUNE 2017 [HEREINAFTER KNOWN AND PART] WHEREAS: The ISSUER covenants and provide an authentic, legitima described in Article 1.0 below, compliance with proper procedures free of all liens and/or encumbra WHEREAS: The BUYER warrants t via international banking arrangem commercial bank collateral as fu documented funds of non criminal THEREFORE IN MUTUAL CONS CONTAINED HEREUNDER, THE SIG The "ISSUER" and "BUYER" are he “PARTY ". BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 DEED OF AGREEMENT DRAFT TRANSACTION) INTERNATIONAL DEVELOPMENT LIMITED nachem Tower, 34 Connaught Road Central vath Attila Csaba Head 5744064 2013 2018 REFERRED TO AS THE “ ISSUER ” OF ONE S.C. PANGIRAN BUDI SERVICE S.R.L Str. Gr. Ureche nr. 1 -3, B1. W. Maracineanu – mezanin IASI Romania European IASI , ROMANIA SIR DR IR FEROZ MUSA CHAIRMAN/PRINCIPAL OWNER REFERRED TO AS THE “ BUYER ” OF s that they have the mandate and legal auth imate, bank collateral (the " Bank Instrume derived and issued under due process and s, rules and regulations of issuing sovereig ances as security for re-payment of funding. that they have the legal authority and the financial angements in collateralizing the authentic, ully described herein below with good, clean origin. SIDERATION OF THE COVENANTS AND GNATORIES HEREBY AGREE AS FOLLOWS: hereinafter collectively referred to as the "PART : 14/02/2015 : 14/02/2015 D l, Hong Kong ONE PART] IASI Romania European THE OTHER hority to invest ment") as fully and obtained in eignty, delivered ancial resources ic, legitimate, an and cleared OBLIGATIONS RTIES", or as the
  • 2. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD ARTICLE 1.0 DESCRIPTION Bank Instrument : SEA Bank Drafts No.# : BD# Name of Bank : NAT BANK Currency Total Contract Value : US$630 1ST Tranche Value : US$190 2ND Tranche Value : US$190 3RD Tranche Value : US$250 Invoice Price : 55% Commission : 2%+2 CONS BD Hardcopy : DELIV COUR THRO ARTICLE 2.0 TRANSACTION 1. The Provider and Beneficiary ex contract to their respective bank 2. The Provider/Seller has been Time Bank Draft as attached issued to the Beneficiary’s Name receiving bank account receive buyer’s bank) 3. Within Two (2) Banking days t then issues a Bank Comfort confirming the capability to pay (TMB BANK PCL – Phuket Bra 4. Within Three (3) Banking days Bank via usual inter-bank bon the Beneficiary. 5. The Beneficiary upon receipt authentication and validation t Beneficiary’s bank issue Bank favor of Provider's nominated b and the payment of consultant bank accounts as per the IMFPA 4. The Seller/Provider’s nominated and authenticated Bank Paym then the Seller/Provider will in MT-110 (APPENDIX “C”) to SWIFT MT-110 to be sent to Bene BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 DESCRIPTION OF INSTRUMENT SEASONED CASH BACKED BANK DRAFT (BD # 10161959, BD#10161964 & BD#10161959 TWEST y : USD $630,000,000.00 (SIX HUNDRED THIRTY M $190,000,000.00 (ONE HUNDRED NINETY $190,000,000.00 (ONE HUNDRED NINETY $250,000,000.00 (TWO HUNDRED FIFTY M 55% OF THE BD FACE VALUE 2%+2%+1% OF FACE VALUE SHALL BE PAID NSULTANTS LIVERY OF ORIGINAL MADE VIA INTER-BA URIER TO BUYER’S BANK OR VIA HAND D ROUGH OFFICIAL . TRANSACTION PROCEDURES xecute this agreement and both parties lodged t k. provided, a text, verbiage and/or similar to SO in the contract for the Buyer reference, (Ban ame as per this Agreement contract after the e Bank Comfort Letter (BCL) via bank sec the Beneficiary after lodged this agreement con rt Letter (BCL) via Bank Secured E-Mail ay for the Bank Draft to the Seller’s assigned anch, Thailand). Provider send the original Hardcopy Bank Dra nded courier and Bank Draft shall be deposited t the original Bank Draft, Beneficiary’s b the legitimacy of Bank draft and when all diligen ank payment undertaking via SWIFT MT-799 (A bank account for agreed 55% of the face value ant fees 2%+2%+1% which shall be paid in fa PA . ed bank within Three (3) banking days after s ment Undertaking SWIFT MT-799 from the B nstruct to his issuing Bank (NATWEST BANK- Beneficiary’s assigned Bank account. The C eneficiary’s E-mail for confirmation and follow u : 14/02/2015 : 14/02/2015 D) ICC-600 1959 MILLION USD) MILLION USD) MILLION USD) MILLION USD) D TO ALL ANK BONDED DELIVERY their SOFT copy of the nk Draft to be re- Seller’s assigned cured E-Mail from ntract to the bank (APPENDIX “A”) igned receiving Bank aft to Beneficiary's d in the account of bank shall verify, gence passed, The APPENDIX “B”) in of the Bank Draft avor of nominated successful Verified Beneficiary’s bank -UK) send SWIFT Courtesy copy of up
  • 3. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD BANK NAME TMB BA BANK ADDRESS 76/3, R 83000, BANK SWIFT CODE TMBKT ACCOUNT HOLDER ACCOUNT NO. T.T.K. C 344-2-6 BANK OFFICER MS. ANONGLAK KANE / PERSONAL BANK OFFICER BANK TELEPHONE +66 762 BANK FACSIMILE +66 762 BANKER E-MAIL anonglak.kan@tmbbank.com 7. Payment as agreed prices to accounts and pay for all i and authentication of SWIFT M 8. If the Beneficiary fail to do pay bank to re-call back the Bank D A). ARTICLE 3.0 BUYER’S BAN MT199, RECEIVE BD VIA MT1 BANK NAME KASIKORNBANK PLC BANK ADDRESS 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 BANK SWIFT CODE KASITHBK ACCOUNT HOLDER ACCOUNT NO. ATTHA DESIGN AND CONSTRUCTION LTD.,PART. 045-92-0817 BANK OFFICER VAEWTA BANK TELEPHONE +662 9383040 BANK FACSIMILE +662 5131603 BANK OFFICER EMAIL TBA ARTICLE 4.0 ISSUER’SBANKCO-ORDINATES BANK NAME NATWEST BANK ADDRESS 1. HARD BANK SWIFT CODE NWBKG ACCOUNT HOLDER ACCOUNT NO. DRAWEE 655006 BANK OFFICER MORGAN BANK OFFICER TITLE FOREIN BANK TELEPHONE 074591 B). ARTICLE 4.0 SELLER/ISS VIA BANK SECURED E-MAIL OFF/VALUE via MT103 BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 BANK PUBLIC COMPANY LIMITED RANONG ROAD, T. TALAT NUEA, A. MUANG PH , THAILAND. THBK CONSTRUCTION & DESIGN CO., LTD. 67956-3 MS. ANONGLAK KANE / PERSONAL BANK OFFICER 621-2123 621-1215 anonglak.kan@tmbbank.com be remitted via SWIFT MT103 to Seller's intermediaries as per IMFPA after verificati MT-110 on bank-to-bank basis, within three (3) ayment as agreed, then the Provider will instru Draft from the Beneficiary’s receiving bank. -------------------------------- NKING COORDINATES TO ISSUE BANK C 110 AND PAYMENT OF 55% + 2%+2%+1% KASIKORNBANK PLC - LADPRAOW 25 BRANCH 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 KASITHBK ATTHA DESIGN AND CONSTRUCTION LTD.,PART. 0817-8 USD VAEWTA JENSUPPAKARN +662 9383040 +662 5131603 ES FOR ISSUING BANK DRAFT VIA MT-54 EST BANK DMAN BOULEVARD, MANCHESTER, M3 GB22L EE BANK, BANK OF AMERICA, N.A 61164, GAN R. S NG DRAFT OPERATIONS 146124 SSUER’S BANK CO-ORDINATES FOR RE AIL OR SWIFT MT199 /MT799 5 : 14/02/2015 : 14/02/2015 HUKET, PHUKET s nominated bank ication, validation days. uct to BD-Issuing COMFORT SWIFT +1% via MT103 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 42 3AQ UK ECEIVING BCL 55% PAYMENT
  • 4. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD ARTICLE 5.0 SECURITIES ACT. The commerce contemplated c for a mutual benefit of the par shall it be construed or interpre Act 1933 or provision or rules under the laws, statues, rules o ARTICLE 6.0 LEGA AUTHORITY The signatories hereto conform and authorized to execute a co bound by the terms and conditions as are made under full corporate an ARTICLE 7.0 GOOD FAITH, GO The Parties hereby recognize contingency that may arise. Ac this Agreement shall operate play, fairness and without detrim with each other that they shall given to the terms, conditions a spirit as agreed. ARTICLE 8.0 JURISDICTIONS A This Agreement is governed by a where both parties reside. In the or in connection with this Agree parties hereto, such shall be set Kingdom and the parties heret arbitration and hereby agree to binding. ARTICLE 9.0 ELECTRONIC MAIL A copy of this Agreement or an parties hereto and sent to the oth carries the full force and effect facsimile copy bears the sendin date and time which was placed ARTICLE 10.0 TAXES. Each Party shall be responsible and to pay taxes to the appropri to any third party they might ind ARTICLE 11.0 COUNTERPARTS BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 IES constitutes a Private Placement Transact arties identified herein and as such it is no eted within the meaning as defined in the and/or similar regulations promulgated t or regulations of any other jurisdiction. AL m and attest that they are legally empow onfirm deliver of this document and express s setout herein and all statements and/or nd legal responsibility and under penalty o OODWILL & FAIRPLAY that it is impracticable to make provi ccordingly, the parties hereby declare thei between them in good faith, with goo ment to the interest of any party and cov l use their best endeavours to ensure th and procedures of this Agreement in good AND GOVERNING LAW and construed in accordance with the Laws e event of any dispute, controversy or clai ement or alleged breach thereof, which is n ettled by arbitration in accordance with the to agree to use their best endeavours to to accept the decision of such arbitrato AIL ny other document executed and/or signe ther party hereto by Email or Facsimile Tra as it were the hand delivered Original, pr ng party’s Transmitting Terminal Identifie thereon electronically by the transmitter. e to disclose all personal income from the iate government authority and to pay any dividually have contracted. S : 14/02/2015 : 14/02/2015 saction conducted ot intended nor U.S. Securities there under or wered, qualified essly agree to be nd/or representations of perjury. isions for every ir intention that oodwill, with fair venant and agree hat full effect be faith and in the ws of the Country im arising out of ot settled by the e Laws of United to facilitate such ors as final and ed by any of the ansmission (FAX) rovided that the er (TTI) and the ese transactions fees respectively
  • 5. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD This Agreement may be execut original but all of which shall cons ARTICLE 12.0: AGREEMENT Time wherever mentioned in this supersede all current valid agree parties identified herein. IN WITNESS WHEREOF: By their Signatures hereon affix understood and executed all pag accepted and agreed to the gene this Agreement when execu them, including their respective AGREED AND ACCEPTED BY THE SIGNED ON THE TH DAY OF FEB FOR ON BEHALF OF BUYER Signed by : Full Name : SIR DR IR FEROZ Title/Position : CHAIRMAN Passport Number : A25895236 . Issued Date : 2 1 J A N U A R Y 2 0 1 5 Expiry Date : 23 JUNE 2017 Place of Issue : JOHORE BHARU ========================================================================== FOR AND ON BEHALF OF ISSUER COMPANY NAME : YIYING INTE Signed by : Full Name : Mr. Horvat Title/Position : Principal H Passport Number : BD5744064 Issued Date : 03rd May, 2 Expiry Date : 03Rd May, 2 BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 ted in counterparts, each of which shall nstitute one and the same instrument. s document shall be of essence. This Agreem ements and understandings, oral or written, xed, the parties hereto hereby confirm they ges of this Agreement and that by doing so eral terms & conditions and warrant one t uted shall be fully binding and enf heirs, successors and assigns. HE BUYER BRUARY 2015 by SIR DR IR FE ROZ 2 1 J A N U A R Y 2 0 1 5 23 JUNE 2017 JOHORE BHARU ========================================================================== R: TERNATIONAL DEVELOPMENT LIMITED th Attila Csaba Head BD5744064 2013 2018 : 14/02/2015 : 14/02/2015 l be deemed an ment shall n, between the y have read and o have approved, to the other that forceable upon ==========================================================================
  • 6. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 1ST Tranche : 14/02/2015 : 14/02/2015
  • 7. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 2nd Tranche : 14/02/2015 : 14/02/2015
  • 8. TRANSACTION CODE: YIYING/PRO/BD BUYER’S CODE: SPGBS/P RO/BD/USD D/USD-630M/30/01/15. DATE: 14/02/2015 SPG BS/PRO /BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 3rd Tranche
  • 9. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD BANK COMFORT TEXT VERBIAGES (For three ban TO : BANK NAME : TMB BANK ADDRESS : 76/3 PHUK SWIFT CODE : TMB ACCOUNT NAME : T.T.K. ACCOUNT NO. : 344- BANK OFFICER : MS. ANONGLAK KANE / PERSONAL BANK OFFICER BANK TEL : +66 BANK FAX : +66 SUB : PAY TRANSACTION CODE : YIYIN YR. REF. : PLBR WE THE UNDERSIGNED BANK OF ---------------------------------------------------------------------- THAT WE ARE READY, ABLE AN (THREE HUNDRED FORTY-SIX MI TRANSFER TO YOUR CLIENT DAYS AFTER CONFIRMED RECEI VERIFIED OF MT110 OF THREE HUNDRED THIRTY MILLION USD) ---------------------------------------------------------------------------------- -----------------------------, FROM ISSU WITH OUR CLIENT INSTRUCTION AND ABLE TO RECEIVE THREE HUNDRED THIRTY MILLION USD ON 630M/30/01/15 THIS LETTER IS VALID FOR 15 DA UNDER MENTIONED BANK OFFICE FOR AND ON BEHALF OF: -------------------------------- --------------------------------------------------------------------- BANK OFFICER #1 Title & id # anonglak.kan@tmbbank.com BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 APPENDIX “A”) VERBIAGES VIA BANK SECURED E-MAIL OR SWI nk drafts total face value of USD630 Million) B BANK PUBLIC COMPANY LIMITED 3, RANONG ROAD, T. TALAT NUEA, A. MUANG UKET 83000, THAILAND. BKTHBK K. CONSTRUCTION & DESIGN CO., LTD. -2-67956-3 MS. ANONGLAK KANE / PERSONAL BANK OFFICER 7621-2123 7621-1215 YMENT CONFIRMATION NG/PRO/BD/USD-630M/30/01/15 LBRADO03210996 FFICERS OF ---------------------------------------, AT ------------------------ ----------------------------------------------------------------------WITH FULL BANK ND WILLING TO TRANSFER AMOUNT OF MILLION AND FIVE HUNDRED THOUSAND ASSIGNATED ACCOUNTS WITHIN THRE IVED THE THREE ORIGINAL HARD COPY BAN BANK DRAFTS TOTAL FACE VALUE $630 ON OUR CLIENT NAME AS BENEFICIARY NAM ----------------------------------------------------------------------------------, ACCOUNT NO.: ----------------------------- UING BANK: NATWEST BANK-UK. N WE, ---------------------------------------------, ARE R BANK DRAFTS TOTAL FACE VALUE $630,00 ONLY) AS PER THE TRANSACTION CODE: YIYIN AYS FROM DATE OF ISSUE, AND IT IS VERIFI ERS. --------------------------------, --------------------------------------------------------------------- #1 BANK OFFICER #2 # Title & id # anonglak.kan@tmbbank.com : 14/02/2015 : 14/02/2015 SWIFT MT-199 G PHUKET, ------------------------ RESPONSIBILITY $346,500,000.00 D USD) VIA WIRE EE (3) BANKING ANK DRAFTS AND ,000,000.00 (SIX ME IS: ---------------- ----------------------------- READY, WILLING, ,000,000.00 (SIX NG/PRO/BD/USD- IABLE WITH THE
  • 10. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD BANK PAYMENT UNDERTA ( for THREE BANK D SWIFT INPUT :SWIFT MT-799 SENDER : BANK NAME : BANK ADDRESS : SWIFT CODE : BANK OFFICER : BANK TEL/MOBILE : BANK FAX : . ACCOUNT NAME : ACCOUNT NO. : RECEIVER : BANK NAME : TMB BANK P BANK ADDRESS : 76/3, RANON 83000, THAILA SWIFT CODE : TMBKTHBK ACCOUNT NAME : T.T.K. CONST ACCOUNT NO. : 344-2-67956 BANK OFFICER : MS. ANONGLAK KANE / PERSONAL BANK OFFICER BANK TEL : +66 7621-21 BANK FAX : +66 7621-12 SUB : PAYMENT CO IN FAVOR OF : 79:NARRATIVE: WE, ----------------------------------------------------------------------------------------------------------------------------- CONFIRM WITH FULL BANK RESPO PAYMENT AGAINST DELIVERY OF REQ APPROVED VERBIAGE ON BEHALF OF THE TOTAL AMOUNT OF (THREE HUND $346,500,000.00 IN FAVOR OF SELLER DONE VIA MT103 WIRE TRANSFER AUTHENTICATION OF SWIFT M BENEFICIARY/BEARER OR HOLDER T THIS MT799 IS AN OPERATIVE INST AND AGREED BANK INSTRUMENT IN FA THESE FUNDS ARE CLEAN, CLEAR, A OF FULL-DISCLOSURE HAS BEEN ES NON-CRIMINAL BUSINESS ACTIVITIES THIS IRREVOCABLE, ASSIGNABLE, T FIFTEEN (15) INTERNATIONAL BANKIN FEBRUARY, 2015. THIS IS AN OPERA COMMERCIAL CODE AS IT RELATES T FOR AND ON BEHALF OF: -------------------------------- ---------------------------------------------------------- BANK OFFICER and PIN: BANK NAME: BANK ADDRESS: BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 (APPENDIX “B”) RTAKING via MT-799 = 55%FV OF BD FACE RAFTS TOTAL FACE VALUE OF USD 630 Millio PUBLIC COMPANY LIMITED NG ROAD, T. TALAT NUEA, A. MUANG PHUKET, P AILAND. STRUCTION & DESIGN CO., LTD. 6-3 MS. ANONGLAK KANE / PERSONAL BANK OFFICER 123 215 ONFIRMATION ----------------------------------------------------------------------------------------------------------------------------- ONSIBILITY THAT WE ARE READY, WILLING, AN REQUIRED AND AGREED INSTRUMENTS VIA MT1 OF OUR CLIENT -------------------------------------------------------------- NDRED FORTY-SIX MILLION AND FIVE HUNDRED ELLER’S ASSIGNAED BANK ACCOUNTS ABOVE, THE FER WITHIN THREE (3) BANKING DAY UPON V MT110 & BANK DRAFT DELIVER FOR THE THEREOF. TRUMENT FROM RECEIVING AND AUTHENTICATION FAVOR OF OUR CLIENT . AND FREE OF ANY LEVY, LIENS, OR ENCUMBRANC STABLISHED THAT, SUCH FUNDS WERE LEGALLY S. TRANSFERABLE AND CALL-ABLE BANK PAY ORDER NG DAYS FROM THE DAY OF FEBRUARY, 2015 ERATIVE BANK INSTRUMENT AND IS SUBJECT TO BANK CREDIT INSTRUMENT. -------------------------------- ---------------------------------------------------------- : BANK OFFICER NAME and PIN: E: BANK NAME: S: BANK ADDRESS: : 14/02/2015 : 14/02/2015 VALUE on) PHUKET ---------------------------------------------------------------------------------------------------------------------------------, HEREBY ND ABLE TO FUND MT110 AS PER YOUR --------------------------------------------------------------- - . IN D THOUSAND USD) HE PAYMENT TO BE VERIFICATION AND HE BENEFIT OF ON OF REQUIRED NCE AND THE RULE LEGALLY OBTAINED FROM ORDER IS VALID FOR AND UNTIL THE TO THE UNIFORM
  • 11. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD FORMAT OF (1st (FIRST TRANCHE) SENDER : BANK NAME : NATWEST BA BANK ADDRESS : 1, HARDMAN BANK SWIFT CODE : NWBKGB22L BANK OFFICER : MORGAN R. S BANK TELE : 07459146124 RECEIVER : BANK NAME : BANK D ADDRESS : SWIFT Code : ACCOUNT NAME : ACCOUNT NUMBER : BANK OFFICER : BANK TEL : BANK DRAFT NO. : ISSUING BANK : NATWEST BA CURRENCY : USD AMOUNT : 190,000,000.0 ISSUED AT : UNITED KING ISSUING DATE : /02/2015 EXPIRTY DATE : /02/2016 WE THE UNDERSIGNED NATWEST MANCHESTER M3 3AQ, UK, HEREB BANK DRAFT TO THE ORDER OF HOLDER THEREOF, AT MATURITY, USD ONLY) UPON PRESENTATION AND ------------------------, REGISTERED OFFI SUCH PAYMENT SHALL BE MADE W CHARGES, FEES, OR WITH HOLDIN LEVIED, COLLECTED, WITHHELD OR ANY POLITICAL SUBDIVISION OR AUTHOR THIS BANK DRAFT IS ASSIGNABLE, WITHOUT THE PAYMENT OF ANY TRA UNIFORM COSTOMS AND PRACTICE FOR OF COMMERCE PARIS, FRANCE, LATE THIS BANK DRAFT SHALL BE GOVER LAWS OF UNITED KINGDOM. FOR AND ON BEHALF OF : NATWEST BA NO. 1, HARDMAN BOULEVARD, MANC BANK OFFICER (1) NAME: TITLE/PIN: BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 APPENDIX “C”) F OPERATIVE BD VIA MT-110, ICC 600 E) & 2ND (SECOND TRANCHE OF USD190 Millio BANK N, BOULEVARD, MANCHESTER, M3 3AQ, UK L S. 4 BANK .00 (ONE HUNDRED NINETY MILLION USD) GDOM 5 6 T BANK, REGISTERED OFFICE AT: 1, HARDMA BY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, OF NAME --------------------------------------------------, T THE SUM OF $190,000,000.00 (ONE HUNDRED D SURRENDER OF THIS BANK DRAFT AT THE COU ICE AT: ------------------------------------------------------------------------------------- MADE WITHOUT SET-OFF AND FREE AND CLEAR OF A NG OF ANY NATURE PRESENTLY OR IN THE F OR ASSESSED BY THE GOVERNMENT OF THE UNI HORITY AND THEREIN AND THEREOF. AND TRANSFERABLE WITHOUT PRESENTATION ANSFER FEE OR CHARGES. THIS BANK DRAFT IS GO FOR BANK DRAFT AS SET FORTH BY THE INTERNA EST REVISION OF PUBLICATION 600. RNED BY AND SHALL BE CONSTRUED IN ACCORD BANK CHESTER, M3 3AQ, UNITED KINGDOM ) BANK OFFICER (2) AME: NAME: : TITLE/PIN: : 14/02/2015 : 14/02/2015 on) HARDMAN, BOULEVARD, AL, TRANSFERABLE, THE BEARER OR ED NINETY MILLION UNTERS OF ---------- ---------------------------------------------------------------------------- ANY DEDUCTIONS, FUTURE, IMPOSED, ITED KINGDOM.OR OF IT TO US AND GOVERNED BY THE ATIONAL CHAMBER ORDANCE WITH THE
  • 12. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD FORMAT OF 3rd (TH SENDER : BANK NAME : NATWEST BA BANK ADDRESS : 1, HARDMAN BANK SWIFT CODE : NWBKGB22L BANK OFFICER : MORGAN R. S BANK TELE : 07459146124 RECEIVER : BANK NAME : BANK D ADDRESS : SWIFT Code : ACCOUNT NAME : ACCOUNT NUMBER : BANK OFFICER : BANK TEL : BANK DRAFT NO. : ISSUING BANK : NATWEST BA CURRENCY : USD AMOUNT : 250,000,000 ISSUED AT : UNITED KING ISSUING DATE : /02/2015 EXPIRTY DATE : /02/2016 WE THE UNDERSIGNED NATWEST MANCHESTER M3 3AQ, UK, HEREB BANK DRAFT TO THE ORDER OF HOLDER THEREOF, AT MATURITY, THE ONLY) UPON PRESENTATION AND SURRE -----------------, REGISTERED OFFICE SUCH PAYMENT SHALL BE MADE W CHARGES, FEES, OR WITH HOLDIN LEVIED, COLLECTED, WITHHELD OR ANY POLITICAL SUBDIVISION OR AUTHOR THIS BANK DRAFT IS ASSIGNABLE, WITHOUT THE PAYMENT OF ANY TRA UNIFORM COSTOMS AND PRACTICE FOR OF COMMERCE PARIS, FRANCE, LATE THIS BANK DRAFT SHALL BE GOVER LAWS OF UNITED KINGDOM. FOR AND ON BEHALF OF : NATWEST BA NO. 1, HARDMAN BOULEVARD, MANC BANK OFFICER (1) NAME: TITLE/PIN: BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 APPENDIX “CC”) F OPERATIVE BD VIA MT-110 –ICC 600 THIRD TRANCHE OF USD250 Million) BANK N, BOULEVARD, MANCHESTER, M3 3AQ, UK L S. 4 BANK 0.00 (TWO HUNDRED FIFTY MILLION USD) GDOM 5 6 T BANK, REGISTERED OFFICE AT: 1, HARDMA BY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, OF NAME “----------------------------------------------------T HE SUM OF $250,000,000.00 (TWO HUNDRED FIF RRENDER OF THIS BANK DRAFT AT THE COUNTERS E AT: ------------------------------------------------------------------------------------- MADE WITHOUT SET-OFF AND FREE AND CLEAR OF A NG OF ANY NATURE PRESENTLY OR IN THE F OR ASSESSED BY THE GOVERNMENT OF THE UNI HORITY AND THEREIN AND THEREOF. AND TRANSFERABLE WITHOUT PRESENTATION ANSFER FEE OR CHARGES. THIS BANK DRAFT IS GO FOR BANK DRAFT AS SET FORTH BY THE INTERNA EST REVISION OF PUBLICATION 600. ERNED BY AND SHALL BE CONSTRUED IN ACCORD BANK CHESTER, M3 3AQ, UNITED KINGDOM ) BANK OFFICER (2) AME: NAME: : TITLE/PIN: : 14/02/2015 : 14/02/2015 HARDMAN, BOULEVARD, AL, TRANSFERABLE, THE BEARER OR FIFTY MILLION USD ERS OF ----------------- ----------------------------------------------------------------------------- ANY DEDUCTIONS, FUTURE, IMPOSED, ITED KINGDOM OR OF IT TO US AND GOVERNED BY THE ATIONAL CHAMBER ORDANCE WITH THE
  • 13. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD IRREVOCABLE M Date: Sunday, February 15, 2015. I, SEGUNDO ANGEL ESTRADA Director of PROMOCION Y AAA529230 SPAIN (hereinafte financial responsibility, hereby notification, without prejudice, entitled to the Consultants, who in this document, via Wire Trans the Contract. This Fee Agreemen and is and shall remain an intri as referenced with the Seller’s, B remain in effect until the Contra fully completed. The Buyer/Payer further agrees for services rendered and are ir be paid simultaneously with the referred to in this contract. The deductions, excluding bank tra subsequent transactions with th We confirm that upon the execu Irrevocable Payment Order. Thi and a copy from that bank will We agree that this Consulting Fee In recognition of the services r contractual formalities and the c undersigned Buyer/Pay or, he demand or delay, promise and total face value of each invoiced called collectively the “Benef Consultancy fee shall be paid concurrently with each paymen Consultancy fees shall be paid transfer, to your designated Payma This “Consulting Fee Agreement to the benefit of the Beneficiaries successors and assigns as the ca renewals, extensions and additio This Consulting Fee Agreement, be considered an original legally BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 MASTER FEE PROTECTION AGREEMENT & PAYMENT- ORDER RADA LOARECES, authorized signatory Y VENTAS CASTILLA LA MANCHA SL er the “Buyer/Payer”) acting with full by irrevocably and unconditionally, with recourse, or delay guarantee to pay the ose Paymaster Accounts or Banking Co-ord nsfer, at the time of settlement of each and nt is our irrevocable pay order to the Cons icate part of the Contract between the Buy Buyer’s and Transaction Codes above. This ract, including any renewals, extensions and ees that the fees and commissions stated ar rrevocable, irretrievable and unconditionall e payment of each and every tranche of he fees will be free of legal impediment ransfer fees and routine banking delays, his Seller. ution of this Consulting Fee Agreement this is Consulting Fee Agreement shall be lodg l be forwarded to the Consultants Paymas ee Agreement will also be lodged with the Se rendered towards the negotiation and co commencement of the above referenced tra ereby irrevocably and unconditionally, w guarantee to pay fees of Five percent (2% ed instruments, for the benefit of the Consul ficiaries” and individually a “Beneficia upon the successful closing of each and nt of the instruments purchased by us. F in good, clean, clear and unencumbered master accounts or banking coordinates. t” is unconditional, assignable and divisib es/Consultants and their respective heirs, e case may be, until this transaction, in ons are fully completed. t, if transmitted by facsimile or as email att yenforceable document. : 14/02/2015 : 14/02/2015 ENT y and Managing SL Passport No. l corporate and hout protest or consultancy fee dinates are listed every tranche of sultants involved uyer and the Seller s pay order shall nd additions are re compensation ly guaranteed to the instruments and free of any for this and all s document is an dged in our bank sters or Banking. eller’s bank. ompletion of the ransaction, we the y, without protest, %+2%+1%) of the ltants hereinafter ary”. The said nd every tranche Further, the said d Euros via wire ble. It shall inure s, administrators, ncluding any/all ttachment, shall
  • 14. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD Generally recognized Internation are applicable for a period of Five of the contract including an completed and we agree to resp All negotiations, terms and their perspective legal counse ramifications of their own act any legal actions brought on by The above stated codes, (the other identification codes shal transaction, including any ren we agree to respect those. The Consulting Fee of Five every tranche of this transaction i Buyer/Pay or to the Paymaste with the four Percent (5%) sh Paymaster. Banking details t Beneficiaries/Consultants with 2% to Seller’s Mandates-Side, 3 BUYER’S BANKING COORDINATES BD VIA MT110 AND PAYMENT OF BANK NAME KASIKORNBANK PLC BANK ADDRESS 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 BANK SWIFT CODE KASITHBK ACCOUNT HOLDER ACCOUNT NO. ATTHA DESIGN AND CONSTRUCTION LTD.,PART. 045-92-0817 BANK OFFICER VAEWTA BANK TELEPHONE +662 9383040 BANK FACSIMILE +662 5131603 BANK OFFICER EMAIL TBA (A). SELLER GROUP: 2% [TWO PE WITH ROLLS AND EXTENSIONS O (A1). SELLER’S MANDATE ACCO Beneficiary Name TONYFRED ( FREDERICK CALITZ) Bank Name BANGKOK BANK PCL Bank Address 333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND Account Name FREDERICK CALITZ Account No. 101-8-70 3619 SWIFT CODE BKKBTHBK Bank Telephone +662-231-4333 BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 nal Standards of Non-Circumvention and e (5) years from the date of this document o ny renewals, extensions and additions pect those. nd conditions are between the princip el only. Both principal parties are resp tions. All Consultants involved are held by either party. e Seller’s code to be provided by the ll remain the same and shall not be cha newals, extensions and additions are fully Percent (2%+2%+1%) of the face value including any rolls or extensions to be ers listed below on behalf of the consul hared in the exact portion noted and as to follow if not supplied are subject h 3% to Buyer’s Mandate-Side Consultants as ES TO ISSUE BANK COMFORT SWIFT MT199, R F 55% + 2%+2%+1 via MT103 KASIKORNBANK PLC - LADPRAOW 25 BRANCH 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 KASITHBK ATTHA DESIGN AND CONSTRUCTION LTD.,PART. 0817-8 USD VAEWTA JENSUPPAKARN +662 9383040 +662 5131603 PERCENT] OF THE TOTAL CONTRACT AMOUNT OF EACH AND EVERY TRANCHE OUNT = 1.0% OF BD FACE VALUE CLOSED TONYFRED ( FREDERICK CALITZ) BANGKOK BANK PCL 333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND FREDERICK CALITZ 70 3619 BKKBTHBK 4333 : 14/02/2015 : 14/02/2015 Non-Disclosure or the last date that are fully pal parties and ponsible for the d harmless from Seller) and any anged until this y completed and from each and e paid by the ltants referenced ssigned to each to change by s follows: RECEIVE 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 [EUROS] 333, SILOM ROAD, BANGRAK, BANGKOK 10500, THAILAND
  • 15. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD A) SELLER SIDE COMMISSION: 1% (EUROS) WITH ROLLS AND EXTEN SELLER’S INTERMEDIARY GROU Beneficiary Name MR. PRA Bank Name MAYBAN Bank Address #4B, STRE Account Name MR. PRA Account No. 0001501 TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: Bank Swift Code MBBEKHP Bank Officer TBA Bank Phone No. +855-23-2 Bank Fax No. +855-23-2 Bank E-Mail mbb@may (A2)SELLER’SINTERMEDIARYGROUPTWO: BANK NAME INDUSTRIA BANK ADDRESS BRANCH 161/2-5, V 10210, TA CENTER. SWIFT CODE ICBKTHBK ACCOUNT NAME MR. THON ACCOUNT NUMBER 105-0-0343 BANK OFFICER MISS. JAR BANK TELEPHONE +662-996- BANK FACSMILE TBA BENEFICIARY NAME Thongyoo S.D.V.Gro Thanitsak A3)SELLER’SINTERMEDIARYGROUPTWO: BANK NAME UNITED O BANK ADDRESS THE MALL SWIFT CODE UOVBTHBK ACCOUNT NAME ORIENTAL ACCOUNT NUMBER 764-1-634 BANK OFFICER MRS. RUN BANK TELEPHONE +662-378- BANK FACSMILE +662-378- E-MAIL ADDR. rungrat.wun BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 1% (ONE PERCENT) OF TOTAL CONTRACT AMO NSIONS OF EACH AND EVERY TRANCHE UP ONE = 0.15% OF BD FACE VALUE CLOSED ATEEP PONIMDANG NK (Cambodia) PLC. STREET 114 (Kramoun Sar) PHNOM PENH., CAM ATEEP PONIMDANG 100106509 BD/USD-630M/30/01/15. DATE: 14/02/2015 DATE: 14/02/2015 PP 210 123, 210 233 210 099 aybank.com.kh WO: ACCOUNT =0.60% OF BD FACE VALUE CLOSED AL AND COMMERCIAL BANK OF CHINA (THAI VIPHAVADIRANGSIT ROAD, SIKAN, DONMUAN TAHILAND. VIPHAVADIRANGSIT-DONMUANG BU K NGYOO PIACHUAD 436-8 JARAVEE VIMANRAT -9902-5 Piachuad = 0.40% roup = 0.10% kdi = 0.10% WO: ACCOUNT =0.25% OF BD FACE VALUE CLOSED OVERSEAS BANK (THAI) PCL LL BANGKAPI, KLONGCHAN, BANGKOK 10240, T BK AL INTERWOOD CO., LTD. 3493-3 NGRAT WUNPUAN -0973-4 -0973-4 un@uob.co.th : 14/02/2015 : 14/02/2015 OUNT MBODIA. : 14/02/2015 : 14/02/2015 ED I) PCL NG, BANGKOK USINESS ED THAILAND.
  • 16. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD COMMISSION Bank Name STANDARD CHARTERED BANK Bank Address BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66 ROAD, TSIM SHA TSUI, KOWLOON, HONG KONG Account Name SYAREENA BINTI SHAHBUDIN Account No 57487970331 (MULTI SWIFT Code SCBLHKHHXXX Bank Officer Name YIP SIU FAI, KENNY Phone +852 2739 0800 BENEFICIARY Beneficiaries VALERIE TAYLOR Bank Name BANK OF AMERICA Bank Address 100 WEST 33 Account Name VALERIE TAYLOR Account No 325051991432 ABA ROUTING 026009593 SWIFT Code BOFAUS3N Bank Officer Name TBA Phone TBA BENEFICIARY SPECIAL INSTRUCTIONS EMAIL ADDRESS FOR NOTIFICATION OF FUNDS ALL TRANS Non-Crimi with such, Immediate Transfer slip (B). BUYER GROUP: 3% [THREE PE WITH ROLLS AND EXTENSIONS OF (BU2). BUYER’S INTERMEDIARY A ROLLS AND EXTENSIONS OF EACH (BU3). BUYER’S INTERMEDIARY A SPECIAL INSTRUCTIONS EMAIL ADDRESS FOR NOTIFICATION OF FUNDS ALL TRAN Clear, of N associated Cash Imm Wire Tran for legal v regulation BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 STANDARD CHARTERED BANK BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66 ROAD, TSIM SHA TSUI, KOWLOON, HONG KONG SYAREENA BINTI SHAHBUDIN 57487970331 (MULTI-CURRENCY ACCOUNT) SCBLHKHHXXX YIP SIU FAI, KENNY +852 2739 0800 VALERIE TAYLOR BANK OF AMERICA 100 WEST 33RD ST NEW YORK 10001 VALERIE TAYLOR 325051991432 ABA ROUTING 026009593 BOFAUS3N SFER INSTRUCTIONS SHALL STATE: “Funds are Clean inal Origin and are customary remuneration normall , standard, financial transactions of this nature Payab ately Upon Receipt By Beneficiary’s Bank and a copy o sfer slip shall be emailed to: ERCENT] OF THE TOTAL CONTRACT AMOUNT F EACH AND EVERY TRANCHE ACCOUNT = 2.00% OF BD FACE VALUE H AND EVERY TRANCHE ACCOUNT = 1.00% OF BD FACE VALUE RANSFER INSTRUCTIONS SHALL STATE: “Funds Non-Criminal Origin and are customary remuneration n ed with such, standard, financial transactions of this na mediately Upon Receipt By Beneficiary’s Bank and a ansfer slip shall be emailed to:E-Mail:kent19559@yahoo.com verification and documentation pursuant to Patriot Ac ns with One Original Contract copy to be filed with B : 14/02/2015 : 14/02/2015 BASEMENT, SHOP B1 ON G/F AND M/F GOLDEN CROWN COURT 66-70 NATHAN and Clear, of ly associated ble in Cash of Bank Wire [EUROS] s are Clean and n normally ature Payable in copy of Bank :kent19559@yahoo.com ct/Banking Bank
  • 17. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD Each of the above named Paymast percentages of commission via a se as indicated. Each Paymaster will authorized Beneficiaries/Consultan commission transfers are to be ma transaction or transaction tranche or delays of any kind whatsoever. Signature, of the Board of Directors. Name: S I R D R I R F E R O Z Passport No A 25895236 Signed Date: 21.03.2015 Company seal: : BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 ters will be responsible for making onward paymen eparate pay order to each of the named, author will issue the relevant Payment Order to each o ants subject to their specific “Consulting Fee ade by wire and transferred immediately upo or as soon thereafter as banking processes al : 14/02/2015 : 14/02/2015 ayments of agreed rized Beneficiaries of their respective e Agreement”. All on closing of each allow without liens
  • 18. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD CHANGE OF BANK COORDINATE In the event that the Beneficiaries d will each serve prior notice of such thereof. GOVERNING LAW: Parties hereby agree to submit any the rules of the America Arbitrat of Colorado and the law of the state to legal costs, arbitration costs an the arbitrator but in the event that award of the arbitrators, the pre attorney’s fees for the post arbitrat may be entered in any court having TAXES: Parties to this “Consulting Fee A payments and/or distributions here the independent responsibility of ea of any related taxes is the sole respo The receipt of this document consti transactions herein are not to be in are bound to obey and be in complia herein. BINDING: THIS “CONSULTING FEE AGREEM the benefit of the parties, the bene mutual advantage or goodwill. In surviving parties and beneficiaries any and all proceeds of this “Con deceased party under the same terms NON-CIRCUMVENTION: The “Parties” intending to be legally they shall not, directly or indirectly pass, or obviate each other’s intere source, lender, investor, trust, b institution or to change, increase established fees, commissions, or c contracted relationships with sour partners or financial institutions o buy/sell relationships, or transacti corporation, partnership, other enti one another in connection with the NON-DISCLOSURE: Furthermore, the “Parties” irrevocab or indirectly to any third party, any otherwise acquired, particularly, c arrangements, schedules, and info trusts, brokers, clients and/or equ and specific individual names, addresses, references, and/or other confidential or privileged, without t BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 ES decide to change the coordinates of their receivin change in writing to Seller/Pay or within eight dispute or controversy, at law or in equity, to tion Association. Said dispute shall be he e of Colorado shall govern. The prevailing party nd arbitrator’s fees. Attorney’s fees may no hat legal action becomes necessary to confirm an evailing party in arbitration shall be entitled tion action. Judgment upon the award render g jurisdiction thereof. Agreement” are independent contractors and eunder are divided interests. All taxes, federal, ach of the parties hereto. Reporting of income onsibility of the Beneficiaries/Consultants. itutes acknowledgement on the part of recipien in violation of existing regulations and laws and liance with all regulations and laws as related t MENT” shall be binding, individually or collectiv eneficiaries and their respective successors and the event of death of any of the parties or ies agree that the beneficiaries of the deceased p nsulting Fee Agreement” that would have bee ms and conditions as if the party were not decea legally bound, hereby irrevocably agree, and guarantee ly interfere with, circumvent or attempt to circu st, or the interest or relationship between the broker, consultant, client and/or equity part or avoid directly or indirectly payment of est continuance of pre-established relationships or rces, lenders, investors, trusts, brokers, clien or with intermediaries, entrepreneurs, legal co ional relationships that by-pass one of the “ ity or individual revealed or introduced by one “Project/Transaction” described above. ably agree that they shall not disclose or otherwise any confidential information provided by one part contract terms, product information, or price ormation concerning the identity of sources, l uity partners, or financial institutions, or their addresses, principals, or telex/fax/phone her information, advised by one “Party” to the prior specific written consent of the “Part : 14/02/2015 : 14/02/2015 ng banks they (8) banking hours o arbitration under eard in the State y shall be entitled ot be awarded by and/or collect the led to reasonable er by the arbitrator d all contemplated state or other, are e and the payment ients hereof that the and all parties herein to the transactions vely, upon and for and assigns for their beneficiaries, the party shall receive en earned by the ased. ee each other that umvent, avoid, by- “Parties” with any rtner, or financial tablished or to be intervene in non- clients and/or equity ounsel, or initiate “Parties” with any of the “Parties” to wise reveal directly rty to the other, or ices, fees, financing lenders, investors, heir representatives, e numbers, email another as being ty” providing such
  • 19. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD information. Neither “Party” may b above mentioned confidential informa CONFIDENTIALITY: The “Parties” agree that as material information contained herein, that e of this agreement to any other non other party to this agreement or th The “Parties” agree that failure to co material breach of this agreement a lawful remedies which may be availa IN WITNESS HEREOF, I HEREBY AUTHORITY, THAT THE ABOVE T SIGNATURE ON THIS DECLARATIO AGREED AND ACCEPTED BY THE SIGNED ON THE 14 TH DAY OF FE FOR ON BEHALF OF BUYER Signed by : Full Name : SIR DR IR FEROZ Title/Position : CHAIRMAN Passport Number:.A 25895236 Issued Date : 21.01.2012 Expiry Date : 23.06.2017 Place of Issue : MALAYSIA ====================================================================== FOR AND ON BEHALF OF ISSUER COMPANY NAME : YIYING INTE Signed by : Full Name : Mr. Horvath Attila Title/Position : Principal Head Passport Number: BD5744064 Issued Date : 03rd May, 2013 Expiry Date : 03Rd May, 2018 BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 e held liable if, through no action or fault of mation is released by the owner or a third party. ial inducement to enter into this agreement an each party hereby agrees never to disclose or re n- party, nor to discuss the contents of this ag his transaction, unless compelled by a governmen omply with the mandate of this sub-paragraph and shall be grounds to suspend payments in a able. EBY ATTEST, AFFIRM, AND ACKNOWLED TERMS ARE AGREED AND ACCEPTABLE, B ON FOR AND ON THE BEHALF OF HE BUYER EBRUARY, 2015 by SIR DR IR FE ROZ ====================================================================== R: TERNATIONAL DEVELOPMENT LIMITED a Csaba : 14/02/2015 : 14/02/2015 theirs, any of the y. nd to disclose the eveal the contents agreement with any nmental authority. shall constitute a additional to other EDGE WITH FULL BY AFFIXING MY ======================================================================
  • 20. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD COLO BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 OUR COPY PASSPORT OF SELLER : 14/02/2015 : 14/02/2015
  • 21. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD COLOU BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 UR COPY PASSPORT OF BUYER : 14/02/2015 : 14/02/2015
  • 22. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD Principal: S.C. PANGIRAN BUDI SERVICE S.R.L Represented By: SIR DR IR FEROZ Nationality: MALAYSIAN Passport Number: A 25895236 Date Of Issue: 21 JANUARY 2012 Date Of Expiration: 23 JUNE 2017 Date Of Birth: 08 NOV 1974 Place Of Birth: JOHORE BHARU SSN/Identity No.: 741108017575 Contact Address: Contact Telephone No.: +6017 Add. Telephone No.: Mobile Telephone No.: +60177430448 Facsimile No.: E-Mail Address: IOEDF@DIPLOMATS.COM Occupation: PRINCIPAL BUSINESS OWNER Business Name: S.C. PANGIRAN BUDI SERVICE S.R.L Business Address: IASI , ROMANIA,EU UNION Business Telephone: TBA Business Facsimile: TBA Legal Counsel: S.M NASIR HUSSAINI & CO Address: 1-08-02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000 SHAH ALAM, SELANGOR , MALAYSIA Telephone No.: +60355118268 Facsimile No.: +60355108268 Bank Name: KASIKORNBANK PLC Bank Address: 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 Account Name: ATTHA DESIGN AND CONSTRUCTION LTD.,PART. CLIENT In accordance with Articles two (2) Federal Marketing Commission money laundering, the following Institutions for BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 S.C. PANGIRAN BUDI SERVICE S.R.L SIR DR IR FEROZ MALAYSIAN A 25895236 21 JANUARY 2012 23 JUNE 2017 08 NOV 1974 JOHORE BHARU 741108017575 +6017-7430448 +60177430448 IOEDF@DIPLOMATS.COM PRINCIPAL BUSINESS OWNER S.C. PANGIRAN BUDI SERVICE S.R.L IASI , ROMANIA,EU UNION S.M NASIR HUSSAINI & CO 02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000 SHAH ALAM, SELANGOR , MALAYSIA +60355118268 +60355108268 KASIKORNBANK PLC - LADPRAOW 25 BRANCH 1003/1 LADPRAOW RD. LADYAO , JATUJAK BANGKOK, 10900 ATTHA DESIGN AND CONSTRUCTION LTD.,PART. CLIENT INFORMATION SHEET Buyer (2) through five (5) of the Due Diligence Con Circular of December 1998, concerning the information may be supplied to banks and/ purposes of : 14/02/2015 : 14/02/2015 02 WORLDWIDE @ 7 JALAN LAZUARDI 7/29 SEKSYEN 7 40000 BRANCH 1003/1 LADPRAOW RD. LADYAO , JATUJAK ATTHA DESIGN AND CONSTRUCTION LTD.,PART. nvention and the he prevention of nd/or other Federal verification.
  • 23. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD Account No.: 045-92 Acct. Signatory Name: ATTHA DESIGN AND CONSTRUCTION LTD.,PART. Bank Officer: TBA Bank Officer Address: TBA Bank Officer Telephone: +662 9383040 Bank Officer Facsimile: +662 5131603 Bank Email: TBA S.W.I.F.T.: KASITHBK 6. Amount of funds/instru FDollars (500,000,000,000.00 Declaration: I hereby swear und true and accurate. I am the si engaged in this transaction are cleared. The origin of funds is forth by the Financial Action Task AGREED AND ACCEPTED BY THE SIGNED ON THE 14th DAY OF FEB Signed by : Full Name : SIR DR IR FEROZ Title/Position : CHAIRMAN Passport Number : A 25895236 Issued Date : 21 JAN 2012 Expiry Date : 23 JUNE 2017 Place of Issue : MALAYSIA BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 92-0817-8 USD ATTHA DESIGN AND CONSTRUCTION LTD.,PART. +662 9383040 +662 5131603 KASITHBK ument on deposit and available for collatera (500,000,000,000.00 USD) under penalty of perjury, that the information ignatory on the aforementioned bank acc derived from non-criminal origin; and, are in compliance with Anti-Money-Laundering sk Force (FATF) 6/01. HE BUYER BRUARY, 2015 by SIR DR IR FEROZ CHAIRMAN A 25895236 21 JAN 2012 23 JUNE 2017 MALAYSIA : 14/02/2015 : 14/02/2015 ATTHA DESIGN AND CONSTRUCTION LTD.,PART. al: provided is both count. All monies good, clean and ng Policies as set
  • 24. TRANSACTION CODE: YIYING/PRO/B BUYER’S CODE: SPG BS/PRO /BD/USD CORPORATE All directors from (Director) S.C. PANGIRAN BUDI SERVICE S.R.L in attendance, in person or by tele then held concerning the issue, and al of the board members. The Board of Directors of S.C. PANGIRAN BUDI SERVICE S.R.L , an International Business Compan Registered Office at , in a meeting, resolutions: RESOLUTION : it is resolved that th Operation in Malaysia/Asean , born on 2 5 8 9 5 2 3 6 , issued on 21 .01.2012, E as our project Operation/CEO who ass arrange, monitor, execute, manage, the Non –Recourse investment th TRANSACTION CODE: YIYING/PRO/ RESOLUTION: it is resolved that at thi fact acts for the , with regards to the afores RESOLUTION: it is resolved that our Pres Director, for the obtaining of the aforesa RESOLUTION:it is resolved that the Bo duties, signatory rights and responsibiliti RESOLUTION: it is resolved that SIR DR IR FEROZ and / or custodial account in any b be acquired by such bank to accompli to said bank on our behalf. Whereupon, on motion duly made and sec An emailed copy hereof shall be deemed For and on behalf of Funder: Signature, of the Board of Directors. Name: S I R D R I R F E R O Z Passport No A25895236 Signed Date: 21 .03.2015 Company seal: BD/USD-630M/30/01/15. DATE: 14/02/2015 SPGBS/PRO/BD/USD-630M/NW/30/01/15 DATE: 14/02/2015 CORPORATE BOARD RESOLUTION S.C. PANGIRAN BUDI SERVICE S.R.L ,and company Inspect ephone conference or other communication, gen all aspects of the same, were fully explained in detai S.C. PANGIRAN BUDI SERVICE S.R.L ny organized and existing under the Laws of th held on this 04 th day of February ,2015, ado he Board of Directors of hereby authorized and on on 08 nov 1974 resident at holder of MALAYSIAN Expiry Date 23 JUNE 2015 ssigned authority, on our behalf, stay and name, to e, and sign any and all agreements and/or necessary he amount USD Six Hundred Thirty Million (USD 63 RO/BD/USD-630M/30/01/15 is meeting of the Board of Directors that our Presi foresaid financial investment. resident / CEO and in fact is hereby authorized to a aid purpose. oard of Directors of hereby authorized to assume al ilities and on our behalf. SIR DR IR FEROZ is hereby authorized to open a corpor bank, domestic or foreign, and to sign such resol lish the objective(s) as stated herein, and to give irrevoc seconded the above resolutions was unanimously ad ed as original for all purposes until the original is prod : 14/02/2015 : 14/02/2015 tor (Secretary) were neral discussion was il to the satisfaction he MALAYSIA with opted the following d appoint Project MALAYSIAN Passport No: A o instruct, negotiate, ry contracts and for 30,000,000.00) with ident / CEO and in act as our Financial ll authority, powers, orate, trading, trust lutions as February rrevocable instructions dopted. duced.