DOA - LOI-LEASE - Word TDTGN

PT PARADHITA DARMA PROPERTINDO
DEVELOPER and GENERAL CONTRACTOR
TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

LETTER OF INTENT (LOI)/ DEED OF AGREEMENT (DOA)
Contract Amount (Instrument Face Value): €300,000,000.00 (THREE HUNDRED MILLION EURO)
This letter of intent/deed of agreement (hereinafter referred to as “Agreement”) is executed without prejudice
or conflict of interest, duly understood and signed by both parties acting at their own accord on this 20 day of
August, 2020 by and between:
THE PROVIDER:
Company Name KNIGHT INTERNATIONAL HOLDING LTD
Registered Address UNITS 3 MERCHANT, BUILDING EVEGATE BUSINESS PARK, ASHFORD, KENT,
ENGLAND, U.K.
Registration Number 11984677
Represented By MR. ANDREY GAVALOV
Position CEO
Passport No 18FI94430
Country of Issue FRANCE
Date of Issue 06 NOV 2018
Date of Expiry 05 NOV 2028
(Hereinafter to the 'FIRST PARTY or PROVIDER' on the one part,)
AND
THE BENEFICIARY/RECEIVER/LESSEE:
Company Name PT. PARADHITA DARMA PROPERTINDO
Registered Address GMT BUILDING JL WIJAYA I NO 5, KEBAYORAN BARU JAKARTA SELATAN,
JAKARTA DKI
Registration Number 4016111732102738
Represented By MR. AGUS BUDI SUSETYO
Position BOD
Passport No A1991548
Country of Issue INDONESIA
Date of Issue 25 JAN 2012
Date of Expiry 25 JAN 2022
(Hereinafter to the 'SECOND PARTY or BENEFICIARY/LESSEE ' on other part
Both parties collectively being referred to as the “PARTIES”
WHEREAS, the Beneficiary/Lessee desires to receive a collateral facility from the provider, Three Hundred
Million EUROS (€300,000,000.00) in form of SBLC for the purpose to secure working capital and proper
management of his daily business, and further confirms with full corporate and legal responsibility that sufficient
funds are available to cover the costs of the said credit facility.
Second Party Initials Page 1 / 25 First Party Initials:


WHEREAS, the provider accepts Beneficiary’s Application for the collateral facility, in form of SBLC by issuing
and transferring to the beneficiary all its rights on SBLC title and any other interest, plus further represents and
warrants that it has the ability and resource to cause the issuance & arrange through associates, contracts and
sources, with full corporate responsibility, such financial instrument(s) as required and as per terms mutually
agreed herein. The provider hereby declares, under full penalty of perjury, each SBLC will be backed by good,
clean, clear funds of non-criminal origin, free & clear of all liens, encumbrances & any third party interests.
NOW THEREFORE, the Beneficiary/Lessee has agreed to receive the SBLC at TWELVE Percent(10%+2%) of Face
Value of the instrument per annum and Provider has agreed to deliver the SBLC to Beneficiary/Lessee and both
Parties hereby agree to the following terms stated below:
Description of Instrument:
Instruments SBLC Cash Backed

Term Operative, Irrevocable, Transferrable, Assignable and Confirmed
Currency EUROS
Issuing Bank HSBC BANK PLC (LONDON), UK
Contract Amount €300,000,000.00(Three Hundred Million Euro)
1st Tranches €20,000,000.00( Twenty Million Euro)
Subsequence TBA
Tranches
Term 1 Year & 1 Day
Issued/Age New Issue
Interest Zero Percent (0%)
Price TEN Percent (10%) of Acquisition cost plus TWO Percent(2%) of intermediary fee of
Face Value
SPECIAL THE SECOND PARTY SHALL RECEIVE THE SWIFT VIA ALLIANCE LITE 2
CONDITIONS
Delivery Pre-Advice SWIFT via MT799, MT-760 to SECOND PARTY’s nominated bank and the
SECOND PARTY as soon as they are sent payment for the SBLC to be remitted
within Five (5) banking days upon verification and consolidation of the MT-760.
Mode Of Payment By Unconditional Swift Wire Transfer By Swift MT-103/202 wire transfer
TRANSACTION PROCEDURES:
1. Second Party issues a full intake package in English of the LOI/DOA duly completed in all respects and signed
with Second Party’s full banking co-ordinates.
2. After successful due diligence, First Party countersigns LOI with First Party’s Signatory Colour Copy Passport
and Certificate Of Incorporation which automatically form the Deed Of Agreement.
3. Within Three (3) International Banking Days signing of this Agreement, the Second Party issue RWA to First
Party’s bank through SWIFT MT199(ANNEX [1]) with a courtesy copy by e-mail.


4. Within Three (3) international banking days upon received RWA, the FIRST PARTY’s Bank will send Swift
ALLIANCE MT799 (ANNEX [2]) Pre-Advice to SECOND PARTY’s Bank with a courtesy copy by e-mail.
5. Within Three (3) international banking days upon receipt of Pre-Advice, the SECOND PARTY’s bank will send
Swift MT799 (ANNEX [3]) BPU (Bank Payment Undertaking) to the FIRST PARTY’s Bank with a courtesy copy
by e-mail.
6. Within Three (3) international banking days upon successful verification and authentication of BPU, the
FIRST PARTY’s Issuing Bank sends Swift ALLIANCE MT760 (ANNEX [4]) SBLC to SECOND PARTY’s Bank with a
courtesy copy by email to the Second Party.
7. Within Five (5) international banking days upon successful verification and authentication of Swift MT760,
the SECOND PARTY’s Receiving Bank will wire transfer invoice price of TEN percent (10%) to FIRST PARTY’s
bank via SWIFT MT103 Fed Wire Cash Transfer. Simultaneously the FIRST PARTY distributes consultant fee
(total: 2%) to all intermediaries.
8. All subsequent tranches will be based on the same procedures until collateral or funds become exhausted.
9. The standby letter of credit will be ROLLS AND EXTENSION 5 years and be returned to the FIRST PARTY’s
designated bank within 15 (Fifteen) days of maturity unencumbered, without lien and any obligation.
10. This Deed of Agreement is a full recourse commercial commitment governed by the Law of the jurisdiction
that both parties reside and standards under ICC Regulation
[REMARKS]
1. Should the SECOND PARTY default in paying the instrument Purchase amount, as per this agreement, within
a period of Fifteen (15) banking days of Encashment after verification, confirmation, authentication and
acceptance on account of the SWIFT MT760 STAND BY LETTER OF CREDIT, the FIRST PARTY shall instruct the
issuing bank to put a claim on the instrument, by SWIFT MT192, and the STAND BY LETTER OF CREDIT will
be returned to the FIRST PARTY ’s designated bank unencumbered, without lien and any obligation.
2. Any unauthorized calls by any party or its representative lawyers to probe or communicate in an improper
way to other bank(s) in this transaction shall be prohibited and contract terminated.
3. IMPORTANT NOTICE : THE SWIFT MESSAGE OF ISSUING BANK SHALL BE SENT ONLY VIA THE BRUSSELS
SWIFT SYSTEM (SWIFT.COM), « ALLIANCE INTERFACE ».
SANCTIONS (NON-PERFORMANCE)
After this contract is signed by both Parties and copies exchanged electronically or otherwise by a
delivery service, failure to follow the closing procedure in time and form herein is considered breach of
this contract and puts the failing party in default position to pay a one-time penalty (non-performance)
fee of Two Percent (2%) of the contract value to the principal suffering party.
NON-SOLICITATION
The SECOND PARTY hereby confirms and declares that the First Party, its associates or representatives or any
person or persons on its behalf has/have never ever solicited the Second Party, its shareholders or associates or


representatives in any way whatsoever that can be construed as a solicitation for this transaction or for future
transactions.
FORCE MAJEURE
Any delay in or failure of performance by either party of their respective obligations under this agreement shall
not constitute a breach hereunder or give rise to any claims for damages if, and to the extent that such delays or
failures in performance are caused by events or circumstance beyond the control of such party.
The term “Beyond the Control of Such Party “Include Lawful order of Government or Authority, Act of War,
Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other cause not within the control
of such party or which is by exercise of reasonable diligence, the party will be unable to foresee or prevent or
remedy.
ARBITRATION
All disputes and questions whatsoever which arises between the parties to this agreement and touching on this
agreement on the construction or application thereof or any account cost, liability to be made hereunder or as
to any act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration
laws of the ICC.
This agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral . Neither of the parties
may alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties. This
agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event that
either party shall be required to bring any legal actions against the other it enforce any of the terms of this
agreement the prevailing party shall be entitles to recover reasonably attorney fees and costs.
BANKING CO-ORDINATES:
The First Party and Second Party agree to the following banking co-ordinates pertaining to the agreement herein
below stated:
FIRST PARTY BANKING CO-ORDINATES:
1. FIRST PARTY’S BANK COORDINATES TO RECEIVE MT199 RWA TO SEND SWIFT M799 PRE ADVICE AND
SWIFT MT760
BANK NAME HSBC LONDON, UK
BANK ADDRESS 1,CHURCHILL PLACE CANARY WHARY, LONDON E14 5HP
ACCOUNT NAME ANDREY GAVALOV
IBAN NUMBER GB87MIDL40051500988010
SWIFT CODE MIDLGB22
BANK OFFICER PETER JOHN REID(PIN:PJR01154) CHIEF RISK OFFICER
BANK OFFICER TEL: +44 207 088 2077
BANKER E-MAIL [email protected]
2. FIRST PARTY’S NOMINATED BANK COORDINATES TO RECEIVE MT799 BPU AND PAYMENT TEN
PERCENT(10%) OF FACE VALUE


Bank Name: NOOR BANK P.J.S.C.
Bank Address: P.O. BOX 8822, DUBAI, UNITED ARAB EMIRATES
Account Title: AXON REAL ESTATE DEVELOPMENT
Account Number(EURO): 00111065990059
IBAN Number(EURO): AE79 0520 0001 1106 5990 059
SWIFT Code: NISLAEAD
Bank Officer: GHAZALA ASAD /RM
Email / Mobile: [email protected]
TRANSACTION CODE KNIGHT-PDP/HSBC SBLC 300M/BNI/200820
SECOND PARTY BANKING CO-ORDINATES:
SECOND PARTY'S NOMINATED BANK CO-ORDINATES TO SEND MT199 RWA, MT799 BPU AND TO RECEIVE
SWIFT M799 PRE-ADVICE AND SWIFT MT760 AND TO MAKE PAYMENTS VIA SWIFT MT103
Bank name PT BANK NEGARA INDONESIA (PERSERO) TBK
Bank Address JL. RAYA VETERAN NO 82, BINTARO, JAKARTA, INDONESIA
Account Name PT PARADHITA DARMA PROPERTINDO
Account Number 1000688985
IBAN Number INA620091000688985
SWIFT Code(BIC Code) BNINIDJA
Bank Officer MRs.YENNI OKTAVIA
Bank Officer Tel +62 21 5666840
Bank Officer Email [email protected]
In WITNESS WHEREOF the parties hereto have duly signed and executed this Contract in duplicate on the day
and place as stated here above.
ACCEPTED AND AGREED BY FIRST PARTY

FOR AND ON BEHALF OF : KNIGHT INTERNATIONAL HOLDING LTD
________________________________________________
Account Signatory : ANDREY GAVALOV
PASSPORT NO. : 18FI94430
ISSUE DATE : 06 NOV 2018
EXPIRY DATE : 05 NOV 2028
NATIONALITY : FRANCE
ACCEPTED AND AGREED BY SECOND PARTY.

FOR AND BEHALF OF: PT PARADHITA DARMA PROPERTINDO

___________________________________
Account Signatory : AGUS BUDI SUSETYO
Title : BOD
Passport Number : A1991548
Date of Issue : 25 JAN 2012
Expiration Date : 25 JAN 2012
Country of Issue : INDONESIA
NON-SOLICITATION STATEMENT
DATE: 20 AUG. 2020

To: The Collateral First Party
I, as Cash Owner and Signatory, do hereby confirm that I have requested of you and your organisation, specific
confidential information and documentation on behalf of myself regarding currently available Project funding to
serve only my interest, education, and not for further distribution.
I hereby agree that all information received from you is in direct response to my request, and is not in any way
considered or intended to be a solicitation of any sort, or any type of offering, and for my general knowledge
only. I hereby affirm under penalty of perjury, that I have requested this information from you and your
organization of my choice and free will and further, and that you have not solicited me in any way.
I hereby represent that I am not an informant, nor am I associated with any government agency of the United
States of America, or any other country, such as the Secret Service, Internal Revenue Service, Federal Bureau of
Investigation, Central Intelligence Agency, Securities and Exchange Commission, Banking Commission, nor any
agency whose purpose is to gather information regarding such offerings.
I understand that the contemplated transaction is strictly one of private placement, and is in no way relying
upon, or relating to, the United States Securities Act of 1933, as amended, or related regulations, and does not
involve the sale of securities.
Further, I hereby declare that you have disclosed that you are not a licensed Security trader, attorney, bank
officer, certified public accountant or financial planner.
Any information, work or service conducted hereunder is that of a private individual and that this is a project
funding transaction that is exempt from the Securities Act and not intended for the general public but Private
Use only.
The electronic mail transmission of this document shall be considered a binding and enforceable instrument,
treated as original copy. Original may be obtained upon request.

For and on behalf of Second Party:
……………………………………………
Title : BOD
NON-CIRCUMVENTION AND NON-DISCLOSURE
DATE: 20 AUG. 2020

To: The Collateral First Party
All parties do herein agree that the non-circumvention and non-disclosure rules (NCNDA) of all issues from the
ICC 458 apply to this transaction for a period of five (5) years from date of execution of this agreement by the
undersigned, his or her assigns, agents and/or heirs.
This NCNDA also applies to any and all other transactions direct or indirect initiated by these intermediaries.
The undersigned agrees that this fee protection is assignable and transferable to the beneficiaries, designs, heirs
& assigns upon written notice of all parties and shall not be amended without the express written consent of the
parties. If no contract is consummated, this fee protection agreement is null and void in its entirety.
All disclosed banking information shall be strictly confidential. No communication between banking officers.
Other than transmission by SWIFT wire transfer and any other transmission specifically authorized by the
beneficiaries, is permitted. All communications shall clearly reference the transaction code, the First Party's code
and the Second Party's code referred to herein.
Should a contract be signed between the First Party and the Second Party, a bank endorsed corporate pay order
will be issued to the paymaster of each group, followed by a SWIFT wire transfer to the paymaster's account,
when payment for the bank instrument is completed.
An executed facsimile or email copy shall be deemed to be as an ORIGINAL.

For and on behalf of Second Party:
……………………………………………
Title : BOD
ANNEX [1]
SWIFT MT199 RWA
SAMPLE SWIFT RWA FROM RECEIVER BANK TO PROVIDER BANK
(Text may vary in substance but the essential undertaking must be maintained)
SENDER:
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
SWIFT CODE :
BANK OFFICER :
BANK TEL NO. :
BANK FAX NO . :
BANK OFFICER EMAIL :
RECEIVER:
BANK NAME : HSBC BANK PLC (LONDON)
BANK ADDRESS : 8 CANADA SQUARE, CANARY WHARF, LONDON E14 5HQ, U.K.
ACCOUNT NAME : ANDREY GAVALOV
IBAN Number : GB87MIDL40051500988010
SWIFT Code : MIDLGB22BANK
OFFICER : PETER JOHN REID(PIN:PJR01154) CHIEF RISK OFFICER
BANK OFFICER EMAIL : [email protected]

TRANSACTION CODE :
AMOUNT :
CURRENCY :
READY WILLING & ABLE STATEMENT
WE, XXXX, LOCATED AT XXXXXXXXXXXXXXX, HEREBY CONFIRM WITH FULL BANK RESPONSIBILITY THAT YOU, AS OUR CLIENT
XXXXXX, WITH ACCOUNT NUMBER xxxxxxxxx) THAT WE ARE READY, WILLING, AND ABLE TO RECEIVE STAND BY LETTER OF
CREDIT VIA SWIFT MT760. WE FURTHER CONFIRM THAT YOU, AS OUR CLIENT, HAVE THE FINANCIAL CAPABILITY TO SETTLE
PAYMENT IN AN AMOUNT TWENTY MILLION EUROS(€20,000,000.00) PER TRANSACTION AND PER TRANCHE, AFTER OUR
VERIFICATION AND AUTHENTICATION OF SAID SBLC.
FOR AND ON BEHALF OF xxx
______________________ ______________________
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2
<NAME, TITLE, PIN CODE> <NAME, TITLE, PIN CODE>
ANNEX [2]
MT799 RWA/PRE ADVICE
PROVIDER’S BANK TO RECEIVER’SBANK
SENDER
RECEIVER
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
SWIFT CODE :
BANK OFFICER :
BANK TEL NO. :
BANK FAX NO . :

AMOUNT : TWENTY MILLION EUROS(€20,000,000.00
WE, ………….. , LOCATED AT …………………….., AT THE REQUEST OF OUR CLIENT xxxxxxxx , HERBY CONFIRM WITH FULL
BANKING RESPONSIBILITY THAT WE ARE READY, WILLING AND ABLE TO ISSUE A CASH BACK, IRREVOCABLE, TRANSFERABLE,
ASSIGNABLE AND CONFIRMABLE STAND BY LETTER OF CREDIT IN FAVOR xxxxx, WITH ACCOUNT NUMBER vxxxxxxxx IN THE
FACE AMOUNT OF TWENTY MILLION EUROS(€20,000,000.00) AND IT SHALL BE TRANSMITTED AND CONFIRMED VIA SWIFT
MT760 TO BANK ACCOUNT.
THIS FUND IS FREELY TRANSFERABLE AND LEGALLY EARNED, GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL
ORIGIN, FREE OF ANY LIENS OR ENCUMBRANCES AND TEXT AS YOU WILL PROVIDE.
FOR AND ON BEHALF OF ………….., ………………………..
__________________ _____________________
ANNEX [3]
SWIFT MT-799 BPU(BANK PAYMENT UNDERTAKING)
RECEIVER’S BANK TO PROVIDER’S BANK
SWIFT INPUT : MT799BPU
SENDER
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
SWIFT CODE :
BANK OFFICER :
BANK TEL NO. :
BANK FAX NO . :
RECEIVER


BENEFICIARY
Bank Name : NOOR BANK P.J.S.C.
Bank Address : P.O. BOX 8822, DUBAI, UNITED ARAB EMIRATES
Account Title : AXON REAL ESTATE DEVELOPMENT
Account No(EURO) : 00111065990059
IBAN No(EURO) : AE79 0520 0001 1106 5990 059
SWIFT Code : NISLAEAD
Bank Officer Name : GHAZALA ASAD /RM
Tel Number : +971 4 4031255
Email : [email protected]
TRANSACTION CODE :
WE, ………………., LOCATED AT ………………………., UNDERTAKE UNDER FULL BANKING RESPONSIBILITY THAT WE
ARE READY, WILLING AND ABLE TO RECEIVE AND ACCEPT THIS STANDBY LETTER OF CREDIT INSTRUMENT AND
TO FUND THE AMOUNT OF TWENTY MILLION EUROS (€20,000,000.00) TO YOUR CLIENT ………………………,
ACCOUNT NUMBER …………….. FOR TRANSFER AND CREDIT TO …………… ACCOUNT NO. …………. UPON OUR
RECEIPT OF THE CONTRACTED STAND BY LETTER OF CREDIT IN THE FACE AMOUNT OF TWENTY MILLION EUROS
(€20,000,000.00) VIA SWIFT MT-760.
WE CONFIRM THAT PAYMENT FOR THE TWELVE PERCENT(12%) STANDBY LETTER OF CREDIT WILL BE BY WIRE
TRANSFER SWIFT MT-103/202 WITHIN FIVE (5) BANKING DAYS AFTER RECEPTION OF SWIFT MT-760 TO YOUR
DESIGNATED ACCOUNT DETAILS ARE MENTIONED BELOW.
Bank Name : NOOR BANK P.J.S.C.

Bank Address : P.O. BOX 8822, DUBAI, UNITED ARAB EMIRATES
Account Title : AXON REAL ESTATE DEVELOPMENT
Account No(EURO) : 00111065990059
IBAN No(EURO) : AE79 0520 0001 1106 5990 059
SWIFT Code : NISLAEAD
WE, HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS DERIVED FROM A LEGAL
SOURCE.
FOR AND ON BEHALF OF…………..

______________________ _____________________

ANNEX [4] SWIFT MT-760 SBLC

(SPECIMEN COPY – FINAL VERBIAGE AS PER RECEIVING BANK STANDARD FORMAT)
DATE:
SENDER:
BANK NAME :
BANK ADRESS :
SWIFT CODE :
IBAN NUMBER :
ACCOUNT NO. :
ACCOUNT NAME :
BANK OFFICER :
BANK OFFICER E-MAIL :
RECEIVER
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :


ACCOUNT NUMBER :
SWIFT CODE :
BANK OFFICER :
BANK TEL NO. :
WE, THE UNDERSIGNED, [ISSUING BANK NAME], [ISSUING BANK ADDRESS], HEREBY ISSUE OUR IRREVOCABLE AND
CONFIRMED STANDBY LETTER OF CREDIT NO.: ___________________ IN FAVOUR _________________, FOR THE AMOUNT
OF TWENTY MILLION EURO (€20,000,000.00), DUE ONE YEAR AND ONE DAY FROM THE DATE OF ISSUE.
OTHER TERMS AND CONDITIONS:

PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED, AND ALL DEMANDS MADE HEREUNDER MUST BE PRESENTED TO THE
ISSUING BANK ON OR BEFORE THE EXPIRY DATE OF AFTER WHICH THIS STANDBY LETTER OF CREDIT AUTOMATICALLY
BECOMES NULL AND VOID.
REIMBURSEMENT INSTRUCTION:
ON RECEIPT OF THE DEMAND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS STANDBY LETTER OF CREDIT,
WE SHALL EFFECT PAYMENT TO YOU NOT EXCEEDING THE ABOVE MAXIMUM AMOUNT AS PER YOUR PAYMENT
INSTRUCTIONS.
WE HEREBY ENGAGE WITH YOU THAT AN AUTHENTICATED SWIFT DEMAND DRAWN UNDER AND IN COMPLIANCE WITH
THE TERMS OF THIS STANDBY LETTER OF CREDIT WILL BE DULY HONOURED UPON PRESENTATION TO US.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES OR
WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE
GOVERNMENT OF [ISSUING BANK COUNTRY] OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN AND
UPON SURRENDER OF THIS INSTRUMENT AT THE OFFICE OF [ISSUING BANK NAME], [ISSUING BANK ADDRESS].
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR BANK CREDIT INSTRUMENTS
IN ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) PUBLICATION NO.600 (LATEST EDITION).
THIS CASH BACKED INSTRUMENT IS TRANSFERABLE, ASSIGNABLE, DIVISIBLE, AND CALLABLE AT MATURITY.
THIS SWIFT MT760 CAN BE VERIFIED ON A BANK TO BANK BASIS VIA AUTHENTICATED SWIFT ONLY. ISSUING BANK WILL
NOT ENTERTAIN ANY TELEPHONE CALLS, NO FAXES, NO EMAIL, AND NO WALK-IN VERIFICATION IS ALLOWED. ALL
COMMUNICATION MUST BE DONE VIA AUTHENTICATED SWIFT.
THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR HARD COPY CONFIRMATION TO FOLLOW.
FOR AND ON BEHALF OF XXXXXXXXXXX, XXXXXXXXXXXXX
AUTHORIZED SIGNATURE OFFICER AUTHORIZED SIGNATURE OFFICER

_______________________________ _______________________________
NAME/TITLE/PIN NAME/TITLE/PIN

ANNEX [5]
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT AND PAY ORDER
Instruments SBLC Cash Backed

Term Operative, Irrevocable, Transferrable, Assignable and Confirmed
Currency EUROS
Issuing Bank HSBC BANK PLC (LONDON), UK
Contract Amount €300,000,000.00(Three Hundred Million Euro)
1st Tranches 1st Tranche : €20,000,000.00( Twenty Million Euro)
Subsequence TBA
Tranche
Term 1 Year & 1 Day


Issued/Age New Issue
Interest Zero Percent (0%)
Price TEN Percent (10%) of Acquisition cost plus TWO Percent(2%) of intermediary fee of
Face Value
I, MR. AGUS BUDI SUSETYO, holder of Passport No. A1991548, issued by the Government of INDONESIA
(Hereinafter referred to as the “Payor”), acting with full corporate authority and responsibility, hereby
irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay guarantee
to pay the fees entitled to the beneficiaries listed on this document, via wire transfer, at the time of settlement
of each and every tranche of the transaction. This Fee Agreement is our Irrevocable Pay Order to the
intermediaries, and is non-separable part of the contract between the Provider and the Receiver.
In recognition for the services rendered towards the completion of the contractual formalities and the
commencement of the above referenced transaction, we the undersigned as Pay or, hereby Irrevocably and
unconditionally, without protest, demand or delay, guarantee and promise to pay for Acquisition Cost and
Intermediary Fees of TWELVE PERCENT(12%) of the face value of SBLC SWIFT MT760 banking instrument (as per
agreed by both Provider and Receiver), for the benefit of the related Paymaster and Consultant Groups
(hereinafter called collectively the “Beneficiaries”).
The parties agree that the commission fees stated is as compensation for services rendered and are irrevocably
and unconditionally guaranteed to be paid by the Second Party to the agent or intermediary listed in this IMFPA
by wire transfer simultaneously with the transfer of Investment Funds to our account for this transaction of the
SBLC MT760. The commission fees will be free of legal impediment and free of any deductions, excluding bank
transfer fees, for this and all subsequent transactions between the parties.
This “Fee Agreement-Pay Order” is unconditional, assignable and divisible. This “Fee Agreement-Pay Order” shall
ensure to the benefit of the beneficiaries and their respective heirs, administrators, successors and assigns, as
the case may be, and shall be binding and enforceable upon us, our successors and assigns as the case maybe,
until this transaction, including any renewals, extensions and additions are fully completed. This Fee Agreement-
Pay Order, if transmitted by facsimile, shall be considered an original, legally enforceable document.
Generally recognized International Standards of Non-Circumvention and Non-Disclosure are applicable for a
period of five (5) years, from the last date of this contract, including any renewals, extensions and additions,
which are fully completed and we agree to respect those.
We hereby declare that we are fully aware that the information received from you is indirect response to our
request and is not in any way considered or intended to be a solicitation of funds of any sort, or any type of
offering, and is intended for our general knowledge only. We hereby also affirm, under penalty of perjury, that
we have requested information from you and your organization by our choice and free will, and further that you
have not solicited us in anyway.
We understand that the contemplated transaction is strictly one of Private Placement and is in no way relying
upon or relating to the United States Securities Act of 1933, as amended, or related regulations, and does not
involve the sale of securities. Further, we hereby declare, we are not licensed brokers or government employee
sand understand neither are you or your organization.


We mutually agree that this private placement transaction is exempt from the Securities Act and is not intended
for the general public and all materials are for our “PRIVATE USE ONLY”. Intermediaries are NOT Advisors of any
kind.
All negotiations terms and conditions are between the principle parties and their perspective legal counsel only!
Both principle parties are responsible for the ramification of their own actions. All Intermediaries are considered
introducers and held harmless from any legal actions brought on by either party. Parties to this agreement are
independent contractors and all contemplated payments and/or disbursements hereunder are divided interests.
Nothing in this agreement construes or creates a partnership or employer/employee relationship between or
among the parties hereto.
All taxes, federal, state or other are the independent responsibility of each of the parties hereto. The above
stated Transaction Codesas well as other identification and security codes ,shall all remain the same and shall
not be changed until this transaction, including any renewals, extensions and additions, is(are) fully completed
and we agree to respect those. The transaction code may be amended only by agreement between all parties
hereto. This transmission via facsimile or electronically via e-mail is accepted as an original, and I confirm that I
have the full authority to execute this Pay Order.
In consideration of the mutual benefits to be derived by the associates or affiliated individuals, agents,
companies, designees, trustees or executors, it is understood and agreed that the parties hereto are mutually
desirous of effecting this business transaction in co-operation with one another for their mutual benefit and all
signatory parties agree to abide by the following terms and conditions:
1. Each party agrees that they will not make any contact with, deal with or be involved with individuals,
trader and investor introduced by another signatorie(s) without specific permission of the introduced signatory
for the Provider and Receiver.
2. The signatory agrees to keep confidential the identity of and all contacts so provided by any other
signatories.
3. The parties hereto agree that all commissions or fees as agreed by the parties shall be paid in full at the
end of every transaction.
4. This agreement shall be legally binding on the parties hereto, their principals, employees,
representatives, agents and assigns in all countries of the world.
The parties hereto affirm that in every case they will act with the highest standards of ethics and honesty in all
their dealings.
This agreement shall be respected and honored at all times, unless otherwise mutually agreed upon and any
party will permit no attempt or hint of circumvention. Each of the above parties agrees and understands that
any overt or covert action of circumvention prescribed by this agreement shall be a fraudulent act against the
other THE First Party and will be subject to judicial action, recompense for damages, possible punitive damages
and injunctive relief imposed by the legal process.
BANKING CO-ORDINATES:
The First Party and Second Party agree to the following banking co-ordinates pertaining to the agreement herein
below stated:

SECOND PARTY/PAYOR DULY AGREED TO PAY FOR THE ACQUISITION COST FROM THE FOLLOWING BANK
ACCOUNT:-
SECOND PARTY/PAYOR BANK CO-ORDINATE
Bank Coordinates to pay for the TWELVE PERCENT (12%) of SBLC MT760 Face Value
Bank name PT BANK NEGARA INDONESIA (PERSERO) TBK
Bank Address JL. RAYA VETERAN NO 82, BINTARO, JAKARTA, INDONESIA
Account Name PT PARADHITA DARMA PROPERTINDO
Account Number 1000688985
IBAN Number INA620091000688985
SWIFT Code(BIC Code) BNINIDJA
Bank Officer MR. ASHADI CAHYADI
Bank Officer Tel +62 21 73663999
Bank Officer Email [email protected]
FIRST PARTY AGREED THAT THE DISBURSEMENT OF FUNDS WILL RECEIVE AS FOLLOW BANK COORDINATE:
Bank Coordinates to receive TEN PERCENT(10%) Acquisition Cost of SBLC MT760 Face Value
Bank Name: NOOR BANK P.J.S.C.
Bank Address: P.O. BOX 8822, DUBAI, UNITED ARAB EMIRATES
Account Title: AXON REAL ESTATE DEVELOPMENT
Account Number(EURO): 00111065990059
IBAN Number(EURO): AE79 0520 0001 1106 5990 059
SWIFT Code: NISLAEAD
Bank Officer: GHAZALA ASAD /RM
Email : [email protected]
TOTAL TWO PERCENT (2%) COMMISSION FEES:

ONE PERCENT (1.00%) FOR THE PARTY A SIDE AND ONE PERCENT (1.00%) FOR THE PARTY B SIDE, WHICH SHALL
BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’ BENEFICIARIES FOR DISTRIBUTION AND WHICH
SHALL INCLUDE ALL ROLLS AND EXTENSIONS.
PROVIDER’S SIDE:
PROVIDER’S CONSULTANTS FOR RECEIVING COMMISSION WITH AMOUNT 1% OF TOTAL CONTRACT VALUE INCLUDE
ROLLS AND EXTENSIONS, ADDITIONS & NEW CONTRACTS WILL BE PAID TO THE FOLLOWING: {CLOSED}
Bank Name: KEB HANA BANK, ABU DHABI BRANCH
Bank Address: 8TH FLOOR, PFFICE TOWER NO. 3, ETIHAD TOWERS, AL RAS AL AKHDAR STREET,
ABU DHABI, UNITED ARAB EMIRATES
Account Title: GREENWARDS MIDDLE EAST FZE
Account Number: 4200001411
IBAN Number: AE980890000004200001411


SWIFT Code: KOEXAEADXXX
BENEFICIARY’S SIDE
BENEFICIARY’S SIDE FOR RECEIVING COMMISSION WITH AMOUNT 1% OF TOTAL CONTRACT VALUE INCLUDE ROLLS AND
EXTENSIONS, ADDITIONS & NEW CONTRACTS WILL BE PAID TO THE FOLLOWING PAYMASTERS:
Bank Name:
Bank Address:
Account Title:
Account Number:
IBAN Number:
SWIFT Code:
Bank Officer:
Email :
This Agreement/Irrevocable Master Fee Protection/Corporate Payment Order and the payment of commissions
herein are subject to the International Chamber of Commerce (ICC) rules and regulations, and the ICC
Arbitration Act as adopted by the ICC office in Geneva, Switzerland, by three arbitrary appointees in accordance
with the ICC rules.
All NC/ND clauses as prescribed by ICC rules (Latest Edition) shall apply to this Agreement and Payment Order.
This Agreement and Irrevocable Corporate Payment Order are irrevocable, divisible and unconditional, and may
be assigned only by each beneficiaries group representing Master Paymaster named herein. This Agreement and
Irrevocable Corporate Payment Order may be executed in one or more counterparts, each one shall be deemed
an original and all together shall constitute one and the same document.
A signed fax or electronically transmitted copy of this document shall be deemed binding on the Parties with the
same force as the signed original. The Agreement and Irrevocable Corporate Payment Order are valid when
commencement of the above-referenced transaction takes place and shall remain valid and enforceable for the
full term of the said transaction, including any new agreement between the Receiver and Provider and/or their
assigns.
Each Beneficiary reserve the right to change its bank coordinates stated herein, at any time, by sending a simple
written notification letter to the Payor and attaching a new Receiving Bank’s Coordinates. Upon execution of this
Agreement and the final CONTRACT, and prior to or simultaneously with the first transaction/tranche, we
guarantee that this Irrevocable Master Fee Protection Agreement and Irrevocable Corporate Payment Order will
be lodged with our transaction/paying bank for the Compliance, which will be instructed to provide to each
Beneficiary by e-mail or FAX with SWIFT copies of the related payment instructions upon the closing of each and
every transaction of the above referenced transaction.
This Master Fee Protection Agreement has been agreed and executed by the undersigned on this day of 20
August, 2020.

ACCEPTED AND AGREED BY FIRST PARTY

FOR AND ON BEHALF OF : KNIGHT INTERNATIONAL HOLDING LTD
________________________________________________
Account Signatory : ANDREY GAVALOV
PASSPORT NO. : 18FI94430
ISSUE DATE : 06 NOV 2018
EXPIRY DATE : 05 NOV 2028
NATIONALITY : FRANCE
ACCEPTED AND AGREED BY SECOND PARTY.

FOR AND BEHALF OF: PT PARADHITA DARMA PROPERTINDO
___________________________________
Title : BOD

FIRST PARTY COLOR COPY PASSPORT

FIRST PARTY CERTIFICATE OF INCORPORATION

SECOND PARTY COPY OF PASSPORT



SECOND PARTY CERTIFICATE OF INCORPORATION
SIGNATURE PAGE TO FOLLOW


In WITNESS WHEREOF this AGREEMENT is a full recourse commercial contract and by the signatures hereon
affixed, the signatory by doing so have approved, accepted and agreed to as set forth herein and warrant that
the same shall be binding and enforceable upon the signatory including their respective heir, successors and/or
assigns on the day 20 August, 2020.
SIGNED this 20 August, 2020 SIGNED this 20 August , 2020

For and on behalf of the Provider: For and on behalf of the Receiver:
_____________________________
_______________________________
Authorized Signatory Authorized Signatory
Name : ANDREY GAVALOV Name : AGUS BUDI SUSETYO
Title : CEO Title : BOD
Passport No. : 18FI94430 Passport No. : A1991548
Issued Date : 06 NOV 2018 Issued Date : 25 JAN 2012
Expiry Date : 05 NOV 2028 Expiry Date : 25 JAN 2022
Country of Issue : FRANCE Country of Issue : INDONESIA
(ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of
this Contract. As applicable, this agreement shall be:-
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party
may request hard copy of any document that has been previously transmitted by electronic means provided
however, that any such request shall in no manner delay the parties from performing their respective
obligations and duties under EDT instruments.
*** END OF DOCUMENT ***

DOA - LOI-LEASE - Word TDTGN

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

DOA - LOI-LEASE - Word TDTGN

Uploaded by

Copyright:

Available Formats

PT PARADHITA DARMA PROPERTINDO

DEVELOPER and GENERAL CONTRACTOR

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Both parties collectively being referred to as the “PARTIES”

Second Party Initials Page 1 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Instruments SBLC Cash Backed

Second Party Initials Page 2 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Second Party Initials Page 3 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

FIRST PARTY BANKING CO-ORDINATES:

Second Party Initials Page 4 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

ACCEPTED AND AGREED BY FIRST PARTY

ACCEPTED AND AGREED BY SECOND PARTY.

Second Party Initials Page 5 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

DATE: 20 AUG. 2020

Second Party Initials Page 6 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

For and on behalf of Second Party:

NON-CIRCUMVENTION AND NON-DISCLOSURE

DATE: 20 AUG. 2020

An executed facsimile or email copy shall be deemed to be as an ORIGINAL.

Second Party Initials Page 7 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

For and on behalf of Second Party:

Second Party Initials Page 8 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

READY WILLING & ABLE STATEMENT

Second Party Initials Page 9 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

AMOUNT : TWENTY MILLION EUROS(€20,000,000.00

FOR AND ON BEHALF OF ………….., ………………………..

Second Party Initials Page 10 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Bank Name : NOOR BANK P.J.S.C.

FOR AND ON BEHALF OF…………..

Second Party Initials Page 11 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

ANNEX [4] SWIFT MT-760 SBLC

Second Party Initials Page 12 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

OTHER TERMS AND CONDITIONS:

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL OR HARD COPY CONFIRMATION TO FOLLOW.

FOR AND ON BEHALF OF XXXXXXXXXXX, XXXXXXXXXXXXX

AUTHORIZED SIGNATURE OFFICER AUTHORIZED SIGNATURE OFFICER

Second Party Initials Page 13 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Instruments SBLC Cash Backed

Second Party Initials Page 14 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Second Party Initials Page 15 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Second Party Initials Page 16 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

TOTAL TWO PERCENT (2%) COMMISSION FEES:

Second Party Initials Page 17 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

Second Party Initials Page 18 / 25 First Party Initials:

TRANSACTION CODE : KNIGHT-PDP/HSBC SBLC 300M/BNI/200820

ACCEPTED AND AGREED BY FIRST PARTY

* END OF DOCUMENT *