Abdel swiss finance 26

in Eurodollars

or US Dollars

FOR YOUR CAPITAL NEEDS

Swiss Financing

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

Swiss Financing

In the arab world, my associates call meShiekh Abdul Aziz Dimapunong

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

Professor Abdel Dimapunong

and I am nowin the business

of

Swiss Financing

With Abdel Swiss Financing,

there are no excuses not to meet with us

we need to talk

about your capital needs

those that are not served - or maybe can not be served

by your local banks

we are in every major financial centers.

our funders are awash with capital

floating from oil and gas revenues

you need not sail to Abu Dhabi and Dubai

you need not fly to London and Switzerland

we have done the exploration for you

and we are done excavating

the treasure mines

this we do with

20 years of banking research

Swiss Financing

and now, we have the treasure map to share with you

you only need to contact abdel

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

we are now on wifi and iphone

just relax and sip your coffee

you only need to switch on your laptop

email me

then maybe we can chat

daytime or anytime

let me sponsor your project

to the treasure of

ERA ARAMEX CAPITAL CONSORTIUM

if you need

at least 10 up to 500 million dollars

email me at [email protected]

Swiss Financing

ABDEL AZIZ DIMAPUNONG, SPECIALIST ADVISOR ON FINANCIAL INTERMEDIATION

IN ASSOCIATION WITH THE ARAMEX ERA CAPITAL CONSORTIUM

PROF ABDEL AZIZ DIMAPUNONG

GREETINGS, HELLO, THIS IS ABDEL AZIZ DIMAPUNONG, YOUR SPECIALIST ADVISOR AND PROJECT APPRAISER RECOGNIZED AND ACCREDITED BY THE FOLLOWING GLOBAL CAPITAL FUNDERS:

ERA INVESTMENTS HK, LIMITED, HONG KONG ERA GLOBAL SECURITIES SL, SPAIN

ARAMEX INVESTMENTS, HONGKONG BARINGS CAPITAL , LONDON

MY BUSINESS IS MAINLY BASED ON THE WORLD WIDE WEB SO YOU CAN COMMUNICATE WITH ME VIA EMAIL AS FOLLOWS

[email protected]

HOWEVER, SHOULD WE HAVE AN ACTIVE TRANSACTION AND YOU DESIRE A TELECONFERENCE OR A

TABLE TOP MEETING WITH MY PRINCIPALS, I CAN ARRANGE FOR A SCHDULE OF TELECONFERENCE OR A VENUE OF THE MEETING, USUALLY IN HONGKONG, DUBAI, SPAIN OR GENEVA

BY ACTIVE TRANSACTION IS MEANT THAT WE HAVE AN OUTSTANDING ADVISORY AGREEMENT THAT INTEGRATES A NON CIRCUMVENTION AGRREMENT

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

IN THIS NOTE I WOULD LIKE TO DISCUSS WITH YOU A VITAL COMPONENT IN THE PROCESS OF SECURING FUNDS FOR YOUR PROJECT. THIS IS CALLED A BANK GUARANTEE. ALSO ANNEX HWEREWITH ARE: A] OUR LENDING AND INVESTMENTS PROTOCOL B] A SAMPLE OF THE BARINGS CAPITAL LETTER OF INTEREST IN A PROJECT FUNDING IN SWISS BANKING. A BANK GUARANTEE IS THE EUROPEAN FORM OF THE WELL KNOWN STAND BY LETTER OF CREDIT (SBLC) . THE SWIFT CODE FOR A BG IS MT760. BG’S (AND SBLC’S) CAN BE USED TO ENHANCE YOUR ABILITY TO APPLY FOR A LINE OF CREDIT WITH YOUR BANK; IN OTHER WORDS, IT CAN BE USED AS COLLATERAL WHEN YOUR BANK IS ASKING FOR ADDITIONAL COMFORT WHEN YOU ASK THEM TO FUND YOUR PROJECT. IN OUR FINANCING SYSTEM, THE ARAMEX - ERA GROUP CAN ASSIST YOUAS A PROJECT DEVELOPER IN ACQUIRING A BG IN ORDER TO GUARANTEE THE FUNDING REQUIREMENTS FOR YOUR PROJECT THE BG’S WE DEAL IN ARE USABLE AS COLLATERAL. OUR ISSUERS ONLY USE TOP 25 WORLD BANKS – MAINLY FROM EUROPE LIKE HSBC, DEUTSCHE, UBS ETC. THIS GUARANTEES WORLD WIDE ACCEPTANCE. THESE BG’S ARE GENERATED BY A MEMBER OF THE ARAMEX ERA CONSORTIUM IN BLOCKING THEIR FUNDS ON YOUR BEHALF, SO WE SPEAK OF A “LEASED” BG. IN OTHER WORDS THE BG IS OWNED BY THE ISSUER AND YOU ARE THE BENEFICIARY. THE BG IS GENERALLY ISSUED FOR 1YEAR AND 1 DAY, BUT IT CAN EASILY BE EXTENDED UP TO 5 YEARS. ONCE ISSUED THE BG IS TRANSFERRED TO YOUR BANK VIA THE SWIFT PROTOCOL OF MT760. OF COURSE, LEASING OF A BG COMES AT A COST. AND TO BE VERY HONEST: THE COST IS VER HIGH. TO BE HONEST, FINANCING YOUR PROJECT BY USING A BG IS VERY EXPENSIVE. FIRST YOU NEED TO PAY MONEY TO THE ISSUER OF THE BG PLUS COMMISSION TO THE CONSULTANTS FACILITATING THE PROCESS, THEN YOU NEED TO GIVE THE BG TO YOUR BANK, WHO ARE PROVIDING A LINE OF CREDIT AGAINST THE BG, WHICH MAY ONLY BE UP TO 90% OR LESS. AND USUALLY, YOUR BANK WILL CHARGE A ONE OFF FEE TO ‘MONETISE’ THE INSTRUMENT AND ALSO CHARGE INTEREST ON THE DRAWN DOWN LOAN AMOUNT. TO SUCCESSFULLY APPLY FOR A BG YOU NEED TO BE AWARE OF FOUR VITAL POINTS:

A) YOU NEED TO HAVE A VERY GOOD PROJECT THAT HAS THE CONSENT OF THE GOVERNMENT B) THE PROJECT FALLS UNDER PRESIDENT NOY AQUINO’S BOT AND PPP CENTER C) YOU NEED TO HAVE A BANK FUNDING YOUR PROJECT BASED ON THE SUPPORTING

COLLATERAL OF AN ISSUED BG. THIS PART AND THE FUNDS, WE CAN ARRANGE FOR YOU D) YOU NEED TO HAVE A BELIEVABLE AND REALISTIC EXIT STRATEGY TO REPAY THE LOAN AND

RETURN THE BG AT THE END OF THE TERM.

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

NOT POSSIBLE TO USE A BG TO SECURE A FUNDING REQUIREMENT AND PAY FOR THE BG OUT OF THE PROFITS FROM THE TRANSACTION. NEEDLESS TO SAY, IT NEEDS A CASH OUT BEFORE ISSUANCE OF A BG ANNEXES: A] AUTHORITY OF ABDEL AZIZ DIMAPUNONG FROM ERA INVESTMENTS HK, LIMITED [B] THE ARAMEX LENDING AND INVESTMENTS PROTOCOL B] THE BARINGS CAPITAL LETTER OF INTEREST IN A PROJECT FUNDING

_______________________________________________________________________ ____________ _________ __________

Page 1 of 2

RM 907 SILVERCORD TOWER 2, 30 CANTON ROAD, TSIM SHA TSUI KOWLOON, HONG KONG (SAR)

TELEPHONE : + 852 3582 1051 FACSIMILE : + 852 2961 4800 E-MAIL – [email protected]

CORPORATE BOARD RESOLUTION

Minutes of the meeting of the Board of Directors, held on 9th DAY of APRIL, 2010. A special meeting of the Board of Directors of ERA INVESTMENT (HK) LIMITED (herein after referred to as the “COMPANY”) was duly held in accordance with the Articles of Association/ By- Laws/Articles of Incorporation of the Corporation, which has been recorded in the Minutes of the Book of the Corporation, at the company’s referenced address at which there was present a quorum, wherein the following resolutions were unanimously adopted, to wit:

RESOLVED: THAT MR. ABDEL AZIZ DIMAPUNONG, HOLDER OF PHILIPPINE PASSPORT

SHALL BE AND HEREBY APPOINTED TO SERVE AS DIRECTOR, PROJECTS –

FOR MINDANAO REGION, WITH THE OBJECTIVE FOR THE BEST INTEREST OF

THE COMPANY IN DIRECT PROJECT APPLICATION AND JOINT VENTURES,

MORE PARTICULARLY TO NEGOTIATE, ARRANGE MEETINGS WITH THE GOVERNMENT

OFFICIALS CONCERN FOR AND ON BEHALF OF ERA INVESTMENT (HK) LIMITED.

IT IS FURTHER RESOLVED: THAT MR. ASHROFF GAFFOOR, AS THE CHAIRMAN /CEO OF THE COMPANY, HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BY-LAWS, AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY HEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSES SET FORTH HEREIN ARE ACCOMPLISHED.

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

hereby granted to:

Full Name: MR. ABDEL AZIZ DIMAPUNONG

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

_______________________________________________________________________ ____________ _________ __________

Page 2 of 2

RM 907 SILVERCORD TOWER 2, 30 CANTON ROAD, TSIM SHA TSUI KOWLOON, HONG KONG (SAR)

TELEPHONE : + 852 3582 1051 FACSIMILE : + 852 2961 4800 E-MAIL – [email protected]

PLACE: HONG KONG

DATE: APRIL 9, 2010

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

FOR IN BEHALF OF:

ERA INVESTMENT (HK) LIMITED

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

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

CORPORATE BOARD RESOLUTION Minutes of the meeting of the Board of Directors, held on 7th DAY of JULY, 2011. A special meeting of the Board of Directors of CTU INVESTMENT LTD. (herein after referred to as the “COMPANY”) was duly held in accordance with the Articles of Association/ By- Laws/Articles of Incorporation of the Corporation, which has been recorded in the Minutes of the Book of the Corporation, at the company’s referenced address at which there was present a quorum, wherein the following resolutions were unanimously adopted, to wit: RESOLVED: THAT MR. ABDEL AZIZ DIMAPUNONG, HOLDER OF PHILIPPINE PASSPORT SHALL BE AND HEREBY APPOINTED TO SERVE AS DIRECTOR, PROJECTS – FOR MINDANAO REGION, WITH THE OBJECTIVE FOR THE BEST INTEREST OF THE COMPANY IN DIRECT PROJECT APPLICATION AND JOINT VENTURES, MORE PARTICULARLY TO NEGOTIATE, ARRANGE MEETINGS WITH THE GOVERNMENT OFFICIALS CONCERN FOR AND ON BEHALF OF CTU INVESTMENTS LTD. FOR WIND POWER PROJECTS. IT IS FURTHER RESOLVED: THAT MR. HO KING HONG ADRIAN PEDRO, AS THE CHAIRMAN /CEO OF THE COMPANY, HEREBY IS AUTHORIZED AND DIRECTED TO CERTIFY THAT THE FOREGOING RESOLUTIONS AND THE PROVISIONS THEREOF ARE IN CONFORMITY WITH THE CHARTER, BY-LAWS, AND ARTICLES OF INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING RESOLUTION AND THE AUTHORITY HEREBY CONVEYED SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE PURPOSES SET FORTH HEREIN ARE ACCOMPLISHED. The necessary authority and powers required to undertake these tasks and responsibilities are hereby granted to: Full Name: MR. ABDEL AZIZ DIMAPUNONG IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS HAVE NEVER BEEN MODIFIED OR AMMENDED AND NOW ARE IN FULL

!

FORCE AND EFFECT AND THAT THE ABOVE NAMED DIRECTOR OF THE COMPANY HAS BEEN DULY APPOINTED AND ELECTED TO HOLD OFFICE, IS PRESENTLY HOLDING OFFICE, AND IS EMPOWERED TO ACT FOR AND ON OF THE COMPANY, AND THAT A FAX OR PHOTOCOPY, EMAIL COPY OF THE BOARD RESOLUTION SHALL BE OF EQUAL VALUE AS ORIGINAL AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL PURPOSES, EVERYWHERE. THERE BEING NO FURTHER BUSINESS TO COME BEFORE THE MEETING, UPON THE MOTION DULY MADE, SECONDED AND UNANIMOUSLY CARRIED, THE MEETING WAS ADJOURNED. PLACE: HONG KONG DATE: JULY 7, 2011 IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND SEAL OF THE COMPANY IN CERTIFICATION OF THE ABOVE RESOLUTIONS AND PROVISIONS ON THIS 7th DAY OF JULY, 2011. FOR IN BEHALF OF: CTU INVESTMENT LIMITED

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

______________________________________________________________________________________________________________

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

[email protected]

Page 1 of 10

Lending-Investment Dealing Arrangements

(Protocol)

Forward

ARAMEX Investments Ltd. (“AIL”) and its associated international investment

group and investing partners are equity participating (= to or > 50%) project financiers specializing in commodities related market industries with particular emphasis on emerging markets and the energy sector.

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

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

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

Lending criteria

AIL seeks equity and project financing applications from suitable projects

(start-up or existing) requiring investments of US $10 Million to US $500 Million meeting the following criteria:

1) Demonstratable investment by promoters into a project which has

measurable equity, legally acquired/licensed project parameters (or asset), 2) Government consent to the project deliverables, a marketable assessable

value of the resultant development product,

______________________________________________________________________________________________________________


[email protected]

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3) Negotiable corporate or project specific financial benefits, concessions

including approved capital and loan funds repatriation without penalty. 4) Foreign equity and management position and where appropriate local and

exports project sales. 5) Assignable/negotiable lender equity position 6) An exit strategy exercisable within the funding term 7) Suitable security including property, debenture charge capability, asset

assignment, security mortgage priority and registrable and insurable interest and permissible (foreign) asset disposal.

8) A margin on capital exceeding twelve percent (12%) and income coverage

greater than interest coverage of eight and five percent (8.5%)

AIL reserves the right to deny applications from any jurisdiction where investment

certainty is un-confirmable or investments are subject to any duress (whether government, prescribed or individual).

Lending protocols

AIL seeks equity and project financing applications from project promoter

worldwide.

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

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

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

______________________________________________________________________________________________________________


[email protected]

Page 3 of 10

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

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

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

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

Lending protocols

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

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

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

Application for Investment/Mortgage Funds

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

Borrower: Current entity and also proposed entity after equity admission of

lender, as re-constituted after the requisite share issue.

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[email protected]

Page 4 of 10

Guarantors/Security: Proposed security - assets for security, corporate

guarantee with director indemnity of the borrowing company and any other associated or related corporate or trust entities as the Mortgagee may require.

Principal Sum: In US Dollars/Euros

Capitalization Amount: Interest amount to be capitalised over loan term or prior

to exist/repayment strategy [US Dollars/Euros]

Current Capital Sum: Equivalent Investor equity requirement in US

Dollars/Euros

Facility Division Sums: Equivalent in US Dollars/Euros

Initial Advance –

Equity – the amount required for AIL’s Equity capitalization

Debenture/Security Mortgage Finance loan syndication and facilitation costs or as additionally advised by AIL and its agent

and as required by the external funding parties as well as due diligence costs, brokerage fees, commissions, establishment fees, consultancy costs and all settlement costs including legal, appraisals, contingencies, etc.

Term Construction Facility – The Project funding

requirement.

Subsequent Advances –

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

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

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

approved facilities.

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[email protected]

Page 5 of 10

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

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

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

Interest Commencement

Date: From the date of settlement or seven (7) days after the dispatch of

mortgage documents to the Applicant, whichever is earlier.

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

B. Registered First and Second Mortgages over shares and

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

C. Registered First and Second Debenture Mortgages over the

borrowing company and all its fixed and floating assets including uncalled capital.

D. A registered equitable charge over the stock holdings in the

borrower and all parties to the project, such stock being assigned to the Mortgagee until full repayment of all facilities is effected.

E. Undertaking from the Manager of the borrowing company,

as required by AIL.

F. Corporate Guarantee with director indemnity of the

borrowing company and any other associated or related corporate or trust entities as the Mortgagee’s legal representative may require.

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[email protected]

Page 6 of 10

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

(b) Establishment, brokerage fees, commission payments, etc (c) All out of pocket expenses incurred by the Mortgagee in or

associated with the preparation and registration of the security documentation.

Liability for Costs: It is a condition of offer that, upon acceptance, the applicant

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

Insurance: Comprehensive fire and all risks insurance cover including loss of

income and debris removal plus public liability cover from an acceptable insurance company are required with the mortgagee’s interest noted prior to the initial settlement.

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

Guarantor to Obtain Advice: The Mortgagee recommends that any individual Guarantor should obtain

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

______________________________________________________________________________________________________________


[email protected]

Page 7 of 10

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

Under the appropriate jurisdictional Legislation the Mortgagee may be

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

In the case where the Mortgagee is entitled to any input tax credit relating

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

The Borrower or any Guarantor should note that should such a tax be

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

Examples of these types of taxable supplies can be solicitor’s fees,

valuation fees, etc. which have arisen as a result of the facilities approved in this offer letter, with such fees being for the amount of the Borrower or any Guarantor.

In these instances where the Mortgagee can only claim a RITC, the

Borrower or any Guarantor may be required to meet these fees plus any variance that the Mortgagee is not able to claim.

______________________________________________________________________________________________________________


[email protected]

Page 8 of 10

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

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

(b) In the case where the Borrower or Guarantor is

acting in the capacity of trustee, a copy of the stamped trust deed and any variation of it. Alternatively, the Mortgagee may decide to accept a statutory declaration from the trustee in relation to the trust instead of receiving a copy of the trust deed. Where the trust deed or a statutory declaration has previously been supplied, the Borrower and Guarantor by their completion of the form of acceptance attached to this Offer Letter warrant that (in the absence of any written notification to the contrary accompanied by replacement or variation documents) no changes have been made.

(c) The facility is to be formally documented by the

Mortgagee’s Solicitor at the Borrower’s expense.

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

3. The continuation of facilities is to be subject to

annual review. The Borrower is to provide latest

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[email protected]

Page 9 of 10

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

4. The Mortgagee is to be supplied with a copy of the

Borrower’s financial statements as prepared by its accountant promptly following the completion of each financial year.

5. The Mortgagee has the sole discretion as to the

appointment at the Borrower’s cost of the Project Supervisor/Quantity Surveyor Report Appraisers.

6. A Development Control Group, including

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

7. The Mortgagee reserves the right to request that the

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

Authority: The Borrower by completing the form of acceptance attached to

this Offer Letter irrevocably authorizes the Mortgagee to supply any Guarantor with copies of any of the following from time to time:

(a) This Offer Letter or a summary of it or any other

document that contains the obligations to be guaranteed by any Guarantor;

(b) Any formal demand sent by the Mortgagee to the

Borrower; and

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Page 10 of 10

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

No lender just gives project money without verifying all the information provided and information inherent in the application but not forthcoming by the applicant in the project undertaking. AIL analyse projects on merit prior to considering moving forward and once a

project reaches the "level of interest" then term-sheet positions are considered. It is then onto due diligence upon the applicants of the Term-sheet. The Board of ARAMEX INVESTMENTS LIMITED, concurred that upon current

analysis the Board would not accept an application for funding greater than US$500 million, currently; particularly noting that the capital exposure may be extended beyond a reasonable recovery period (five [5] years). There MUST be a clear and concise exit strategy. We look forward to your comprehensive project presentation so that we can advise on your proposed application.

Registration Number: 07276820 81 Oxford Street. London, W1D 2 EU, United Kingdom

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

Email Address: [email protected]

Page 1 of 4

December 15, 2010

THE HON. LILIA PINEDA

GOVERNOR,

PROVINCIAL CAPITAL

SAN FERNANDO, PAMPANGA

Re: Letter of Interest- Participating position in the PAMPANGA GOVERNMENT

PROJECTS UNDER BOT AND PPP

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

Dear Honorable Governor Lilia Pineda:

THIS IS TO CONFIRM THAT MR ABDEL DIMAPUNONG IS OUR FINANCIAL

INTERMEDIARY IN THE PHILIPPINES FOR THE ERA ARAMEX – FUNDS

INTENDED FOR THE PUBLIC PRIVATE PARTNERSHIP PROGRAM OF THE

GOVERNMENT OF THE PHILIPPINES.

The purpose of this Letter of Interest (“Letter”) is to set forth certain conditional and non-binding

understandings and certain binding commitments between Barings Capital Corporation Ltd.

and/or assignees (“Investor”), of certain assets which are currently part of the PAMPANGA

GOVERNMENT PROJECTS UNDER BOT AND PPP (each a “Party” and collectively the

“Parties”), on the general terms and conditions set forth below.

The final terms and conditions of a Proposed Transaction shall be set forth in a formal

written agreement to be mutually agreed upon and executed by the Parties (the “Agreement”).

The purpose of this Letter is to set forth a framework and time frame in which the Parties may

negotiate and determine the terms of the Agreement.

1. Conditions to Closing.

Closing of the Proposed Transaction shall be conditional on certain requirements,

including but not limited to:

(a) the satisfactory conclusion of a reasonable and necessary due diligence investigation

by the investor, which the Parties agree shall commence within three (3) months

from the date of full execution of the formal agreement contemplated hereby, and

conclude not later than 120 days from the date of this Letter, unless this time frame

shall be extended by mutual agreement of the Parties in writing.


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


Page 2 of 4

2. Definitive Agreement.

All of the terms and conditions concerning the Proposed Agreement shall be stated in a

definitive Agreement and other appropriate documents necessary or desirable to carry out

such Agreement, which shall be subject to the good faith negotiation and approval of the

Parties, and which shall, unless otherwise mutually agreed, contain the terms described in

this Letter, which terms may be more definitive and detailed than they appear in this

Letter, as well as such other terms, covenants, representations, warranties, and conditions

as are usual and customary in transactions of this type or which are otherwise deemed

necessary or desirable by the Parties.

3. Present Binding Agreements.

The Parties agree to be bound as follows:

(a) All confidential financial or business information and trade secrets (except publicly

available or freely usable material otherwise obtained from another source) respecting

any Party (“Confidential Information”) shall be used solely by the other Party in

connection with the Proposed Transaction, shall be revealed only to the owners, directors,

managers, officers, employees, contractors, and agents of such other Party who are

necessary to the conduct of such transaction, and shall be otherwise held in strict

confidence and treated with due care. Upon the earlier of the Closing Date or the

termination of discussions and negotiations hereunder by any Party, all such Confidential

Information shall be returned immediately upon demand to the other Party. The

provisions of this paragraph shall survive the termination of this Letter, unless superseded

by a more formal Agreement in conjunction with the Proposed Transaction. The identity

of Investor and its principals, affiliates and/or agents shall be deemed confidential and

shall not be disclosed except as may be required by law.

(b) Investor shall be entitled to make a full investigation of the business. The Parties

shall cooperate in good faith, and in a timely fashion, to facilitate this due diligence

investigation.

(c) If requested in writing, Investor will provide bank capability letter stating the Buyers

ability to close this transaction, which information shall also remain confidential pursuant

to the remaining terms hereof..

(d) Except as otherwise mutually agreed by the Parties in writing, each Party shall bear

its own legal, accounting, and other fees and expenses incurred in connection with this

Letter, the due diligence performed pursuant to it, whether or not an Agreement is

executed.

(f) This Letter is an expression of interest only, and the statements of intent or

understanding contained herein shall not be deemed to constitute any offer, acceptance,


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Page 3 of 4

or legally binding contract, and such statements do not create any rights or obligations for

or on the part of any Party.

(g) As of the date of its execution, this Letter represents the entire understanding

of the Parties, and supersedes and replaces all prior agreements, written or oral. Any

dispute concerning this Letter or the Proposed Sale shall be settled by and interpreted in

accordance with the International Arbitration Association.

4. General terms and conditions.

a. Investor and Developer shall cooperate with each other and with each other's

agents and representatives in all respects and proceed, as promptly as is

reasonably practicable, to seek to obtain all necessary consents and approvals

from lenders, government agencies, and other third parties, and to endeavor to

comply with all other legal or contractual requirements for or preconditions to

the execution and consummation of the definitive agreement.

b. In the event of a breach or default of this Agreement by either party, the

successful litigating party shall be entitled to reasonable attorneys fees,

whether or not suit shall be brought. Additionally, in the event of a breach of

any of the payment requirements to either party interest shall accrue on all

amounts, before and after entry of judgment at the rate of ten (10%) per cent

per annum.

c. Developer shall notify Investor of any unusual or material problems or

developments with respect to the Property, its business, or any material

change in the information contained in the Schedules hereto, to the end that

an uninterrupted and efficient transfer of control of the Property.

d. This Agreement may be executed simultaneously in one or more counterparts,

each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument.

e. This Agreement does not create, and shall not be construed as creating, any

rights enforceable by any person not a party to this Agreement.

f. The parties hereto acknowledges and agree that they at all times material

hereto have had the opportunity to consult with legal counsel of their own

choosing concerning their rights with respect to the form and content of this

Agreement and the attached exhibits and the advisability of executing the

same.


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Page 4 of 4

g. This Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective heirs, administrators, successors and

assigns.

h. This Agreement set forth the entire agreement and understanding between

the parties as to the subject matter hereof, and merges and supersedes

all prior discussions, agreements and understandings of every kind and

nature between them, whether oral or in writing, relating to the subject

matter hereof.

i. Neither this Agreement or any term or provision hereof may be changed or

waived orally, but only by a signed writing as against the party to be charged

with such waiver, change or amendment.

Sincerely,

For and On Behalf of:

Barings Capital Corporation Ltd.

Mr. Ashroff Gaffoor

Chairman/C.E.O.

Abdel swiss finance 26

Economy & Finance