JOINT VENTURE AGREEMENTThis JOINT V

JOINT VENTURE AGREEMENT


This JOINT VENTURE AGREEMENT is made and entered into on Saturday, December 26, 2015 between the parties as herein below;

Project Owner : ________________________ (Company Name)
Address : ________________________
Authorized Signatory : Mr/Ms.__________________
Nationality : ________________________
Passport Number : ________________________
Email address : ________________________
Mobile No : ________________________
(Hereinafter to the 'Project Owner' on one part)

And

Investor : Mr. Ali Rachmat Salim
Nationality : Indonesian
Passport Number : V 6392328
Expiry Date : 9th July 2015
(Hereinafter to the 'Investor' on the other part)


RECITALS

WHEREAS, the Investor and Project Owner aware of their respective obligations hereto mentioned have entered into this Agreement, obligate and bind themselves legally under warranty and manifest with full personal and legal responsibilities that they are capable and financially stable to enter into this agreement and discharge their obligations in accordance with the terms and conditions as stated herein.

WHEREAS, this Joint Venture Agreement (JVA) is made for the purpose of obtaining cash funds (Emission) from Kookmin Bank, Seoul using Standby letter of Credit (SBLC) in the amount of US.$ 500,000,000 ( Five hundred Million US Dollars ) that is issued Barclays Bank Plc London , as the collateral, and using the cash funds (Emission) for Project Investment(s) in South Korea

WHEREAS, Project Owner confirms with full corporate and legal responsibility that the Credit Line available to fulfill the requirements for the funding of the Project Investment(s) is ready and Project Owner further confirms to cooperate with the Investor to manage and develop the Project Investment(s) in South Korea

WHEREAS, Investor represents and warrants that he/she has the ability and resource to arrange through associates, contracts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to Project Owner. Investor hereby declares under penalty of perjury that the Standby letter of Credit (SBLC) will be backed by funds that are good, clean, clear, and free of non-criminal origin, and the Standby letter of Credit (SBLC) will be free and clear of all liens, encumbrances and third party interests.





WHEREAS, the Project Owner has responsibility to pay the issuing cost of RMA MT999 confirmation to issue the Standby letter of Credit (SBLC) via MT760 and the SWIFT cost to the Issuing Bank, and the Project Owner has responsibility to pay the cost to provide the the Collateral as well as the Credit Line at his/her bank as the Receiving Bank.

WHEREAS, the Investor and Project Owner have agreed to make Project Owner’s account at Kookmin Bank, Seoul - South Korea, Account Name __________ No.________ as a joint signatory account between The Investor and Project Owner in order to receive the Emission from Project Owner’s Bank using the Standby letter of Credit (SBLC) as the collateral.

WHEREAS, the Investor and Project Owner are desirous of being compensated based on the understanding and acceptance that any and all profits generated and shared herein by the Investor and Project Owner shall come exclusively from the yields of the Project Funding created by the said Credit Line against the Standby letter of Credit (SBLC) in order to generate and developing of the proposed Project Investment(s).

WHEREAS, the Investor and Project Owner hereby agree that this Joint Venture Agreement (JVA) shall become binding upon their signing hereto and shall supersede any and all Agreements, written or verbal.

WHEREAS, the Investor and Project Owner are fully aware of the content, purpose and risks involved in this Joint Venture Agreement and warrant that they have authority to execute this Agreement and perform their obligations under this Agreement.

THEREFORE in consideration of the various representations, covenants and undertakings as contemplated herein, and for such other good and valuable consideration as contained herein, the value and adequacy of which is hereby acknowledged by the Investor and Project Owner, the Investor and Project Owner agree that the above recitals are hereby incorporated and made part of this Joint Venture Agreement and further agree as follows:


DESCRIPTION OF INSTRUMENT:

1. Instrument : Cash Backed Standby letter of Credit (SBLC)
2. Age of Issue : Fresh Cut/New Issue
3. Term : One year and one day, rolls & extensions for minimum 4 (Four) years
4. Total Face Value : US.$ 500,000,000 ( Five hundred Million US Dollars )
6. Issuing Bank : Barclays Bank Plc , London United Kingdom
5. Receiving Bank : Kookmin Bank , Seoul - South Korea
6.. Emission : 90 % ( Ninety Percent) Loan to Value of the SBLC
9. Delivery : SWIFT MT-760
10. Hard Copy : By Bank Bonded Courier Service, within seven banking days








BANK TO BANK PROCEDURE

1. Project Owner executes, signs and initials this Joint Venture Agreement (JVA) and sends it to the Investor along with Project Owner’s scanned copy passport (Appendix 1), Client Information Sheet (CIS) (Appendix 5), Corporate Resolution (Appendix 6), scanned copy of Certificate of Corporation (Appendix 7), Bank Details (Appendix 8), The Underlying Business or Project Summary (Appendix 10) and Irrevocable Master Fee Protection Agreement (IMFPA) (Appendix 18), which thereby automatically becomes a full recourse commercial contract, which both parties shall lodge with their respective banks.

2. Investor executes, signs and initials this Joint Venture Agreement (JVA) and sends it to Project Owner along with Investor’s scanned copy passport (Appendix 2), Bank Details (Appendix 9) and Authorization Letter to Verify and Authenticate to Investor’s Bank Account (Appendix 11), which thereby automatically becomes a full recourse commercial contract, which both parties shall lodge with their respective banks.

3. After Project Owner’s Bank Officer verifies and authenticates the Investor’s Bank Account and the capability of Investor to issue Standby letter of Credit (SBLC) on Bank to Bank basis, Project Owner’s Bank will issue a Bank Confirmation Letter (BCL) to Investor and then Project Owner sends the Bank Confirmation Letter to Investor. The content of the Bank Confirmation Letter (BCL) (Appendix 12) describes the availability of Project Owner’s Credit Line and that Project Owner’s Bank is ready, willing and able to receive the Cash Backed Standby letter of Credit (SBLC) via MT760 and issue the ICBPO for the drawdown the Emission in the amount of 90 % ( ninety Percent) Loan to Value of Standby letter of Credit (SBLC) for the funding of Project Investment(s).

4. After Investor’s Bank Officer verification and authentication of the Project Owner’s Bank Confirmation Letter on Bank to Bank basis, the Investor and Project Owner will make Project Owner’s account at Kookmin Bank- Seoul , South Korea, No._________________ as a joint signatory account between The Investor and Project Owner in order to receive the Emission from Project Owner’s Bank using the Standby letter of Credit (SBLC) as the collateral.

5. After the joint signatory account between The Investor and Project Owner is established, Investor will instruct his/her bank to send the SWIFT MT760 (Appendix 13) to the joint signatory account at Project Owner’s Bank.

6. Within 3 (three) International Banking Days after the receipt of the SWIFT MT760 from Investor’s Bank, Project Owner’s Bank will draw down the emission in amount of 90 % ( Ninety Percent) Loan to Value of Standby letter of Credit (SBLC) for the funding of Project Investment(s) base on the ICBPO. If any including Consultant Fees into the respective Paymaster’s account based on the Irrevocable Master Fee Protection Agreement (IMFPA). The Irrevocable Master Fee Protection Agreement (IMFPA) in Appendix 18 shall be part of this Joint Venture Agreement (JVA) and is Irrevocable.

7. Within 7 (seven) International Banking Days after the receipt of the draw down of the Emission, Investor will deliver the hard copy of the Standby letter of Credit (SBLC) to the Project Owner's bank via bank bonded courier.

TERMS
The Investor and Project Owner hereby agree to use the Standby letter of Credit (SBLC) as the collateral renewable annually for a term of up to 5 (Five) and/or until the Project Investment reaches Break Event Point (BEP).




DISBURSEMENT
The Investor and Project Owner have agreed to disburse the Emission from Project Owner’s Bank as follows:
- ¬10 % ( ten Percent) Loan to Value of Standby letter of Credit (SBLC) will be taken by the Investor.
- 90 % ( Ninety Percent) Loan to Value of Standby letter of Credit (SBLC) will be used for funding of Project Investment(s) in South Korea.

PROJECT INVESTMENT(S)
The Investor and Project Owner have agreed to invest the Emission in the amount of 90 % ( Ninety Percent) Loan to Value of Standby letter of Credit (SBLC) in ________ (project/business) at _________ Seoul in South Korea, and manage the Project Investment (s) together.

SHARE
The Investor and Project Owner have agreed to invest, develop and manage the Project Investment(s) together, and share the net profit and ownership of the Project Investment(s) as follow:
- 50 % ( Fifty Percent) for the Investor.
- 10 % ( ten Percent ) for consultants
- 40 % ( Fifty Percent) for the Project Owner.

PAYING BACK OF THE LOAN
Both of Investor and Project Owner have responsibility to pay the interest or bank cost every year when the Standby letter of Credit (SBLC) is renewed for another term, and pay back 100% (One Hundred Percent) Loan to Value of Standby letter of Credit (SBLC) at the end of the fifth year and/or when the Investment Projects reached Break Event Point (BEP).

COMPLIANCE WITH LAWS
The Investor and Project Owner hereto will comply with the requirements of all applicab

Hasil (Bahasa Indonesia) 1:

PERSETUJUAN KERJASAMA PERUSAHAANPERJANJIAN usaha PATUNGAN ini dibuat dan memasuki pada Sabtu, Desember 26, 2015 antara pihak-pihak yang sini di bawah ini; Pemilik proyek: ___ (nama perusahaan)Alamat: ___Penandatangan resmi: Mr/Ms. ___Kebangsaan: ___Nomor paspor: ___Alamat email: ___No ponsel: ___(Selanjutnya ke 'pemilik proyek' pada salah satu bagian) Dan Investor: Tn. Ali Rachmat SalimKewarganegaraan: IndonesiaNomor paspor: V 6392328Tanggal berakhir: 9 Juli 2015(Selanjutnya untuk 'Investor' pada bagian lain) RESITALPADAHAL, Investor dan pemilik proyek menyadari kewajiban mereka masing-masing siniUntuk disebutkan telah memasuki ke dalam Perjanjian ini, wajib dan mengikat diri mereka sendiri secara hukum bergaransi dan mewujudkan dengan tanggung-jawab penuh pribadi dan hukum bahwa mereka mampu dan finansial stabil untuk masuk ke dalam Perjanjian ini dan melaksanakan kewajiban mereka sesuai dengan syarat dan ketentuan sebagaimana dinyatakan di sini.PADAHAL, ini patungan perjanjian (JVA) yang dibuat untuk tujuan mendapatkan dana uang tunai (emisi) dari Kookmin Bank, Seoul menggunakan Standby letter of Credit (SBLC) sebesar U.S.. $ 500.000.000 (lima ratus juta dolar AS) yang dikeluarkan Barclays Bank Plc London, sebagai jaminan, dan menggunakan dana tunai (emisi) untuk proyek Investment(s) di Korea SelatanWHEREAS, Project Owner confirms with full corporate and legal responsibility that the Credit Line available to fulfill the requirements for the funding of the Project Investment(s) is ready and Project Owner further confirms to cooperate with the Investor to manage and develop the Project Investment(s) in South KoreaWHEREAS, Investor represents and warrants that he/she has the ability and resource to arrange through associates, contracts and sources, with full corporate responsibility, financial instrument in the term of assignments to be provided to Project Owner. Investor hereby declares under penalty of perjury that the Standby letter of Credit (SBLC) will be backed by funds that are good, clean, clear, and free of non-criminal origin, and the Standby letter of Credit (SBLC) will be free and clear of all liens, encumbrances and third party interests.WHEREAS, the Project Owner has responsibility to pay the issuing cost of RMA MT999 confirmation to issue the Standby letter of Credit (SBLC) via MT760 and the SWIFT cost to the Issuing Bank, and the Project Owner has responsibility to pay the cost to provide the the Collateral as well as the Credit Line at his/her bank as the Receiving Bank. WHEREAS, the Investor and Project Owner have agreed to make Project Owner’s account at Kookmin Bank, Seoul - South Korea, Account Name __________ No.________ as a joint signatory account between The Investor and Project Owner in order to receive the Emission from Project Owner’s Bank using the Standby letter of Credit (SBLC) as the collateral.WHEREAS, the Investor and Project Owner are desirous of being compensated based on the understanding and acceptance that any and all profits generated and shared herein by the Investor and Project Owner shall come exclusively from the yields of the Project Funding created by the said Credit Line against the Standby letter of Credit (SBLC) in order to generate and developing of the proposed Project Investment(s).WHEREAS, the Investor and Project Owner hereby agree that this Joint Venture Agreement (JVA) shall become binding upon their signing hereto and shall supersede any and all Agreements, written or verbal.WHEREAS, the Investor and Project Owner are fully aware of the content, purpose and risks involved in this Joint Venture Agreement and warrant that they have authority to execute this Agreement and perform their obligations under this Agreement.THEREFORE in consideration of the various representations, covenants and undertakings as contemplated herein, and for such other good and valuable consideration as contained herein, the value and adequacy of which is hereby acknowledged by the Investor and Project Owner, the Investor and Project Owner agree that the above recitals are hereby incorporated and made part of this Joint Venture Agreement and further agree as follows:DESCRIPTION OF INSTRUMENT:1. Instrument : Cash Backed Standby letter of Credit (SBLC) 2. Age of Issue : Fresh Cut/New Issue3. Term : One year and one day, rolls & extensions for minimum 4 (Four) years4. Total Face Value : US.$ 500,000,000 ( Five hundred Million US Dollars )6. Issuing Bank : Barclays Bank Plc , London United Kingdom5. Receiving Bank : Kookmin Bank , Seoul - South Korea6.. Emission : 90 % ( Ninety Percent) Loan to Value of the SBLC9. Delivery : SWIFT MT-760 10. Hard Copy : By Bank Bonded Courier Service, within seven banking daysBANK TO BANK PROCEDURE 1. Project Owner executes, signs and initials this Joint Venture Agreement (JVA) and sends it to the Investor along with Project Owner’s scanned copy passport (Appendix 1), Client Information Sheet (CIS) (Appendix 5), Corporate Resolution (Appendix 6), scanned copy of Certificate of Corporation (Appendix 7), Bank Details (Appendix 8), The Underlying Business or Project Summary (Appendix 10) and Irrevocable Master Fee Protection Agreement (IMFPA) (Appendix 18), which thereby automatically becomes a full recourse commercial contract, which both parties shall lodge with their respective banks.2. Investor executes, signs and initials this Joint Venture Agreement (JVA) and sends it to Project Owner along with Investor’s scanned copy passport (Appendix 2), Bank Details (Appendix 9) and Authorization Letter to Verify and Authenticate to Investor’s Bank Account (Appendix 11), which thereby automatically becomes a full recourse commercial contract, which both parties shall lodge with their respective banks.
3. After Project Owner’s Bank Officer verifies and authenticates the Investor’s Bank Account and the capability of Investor to issue Standby letter of Credit (SBLC) on Bank to Bank basis, Project Owner’s Bank will issue a Bank Confirmation Letter (BCL) to Investor and then Project Owner sends the Bank Confirmation Letter to Investor. The content of the Bank Confirmation Letter (BCL) (Appendix 12) describes the availability of Project Owner’s Credit Line and that Project Owner’s Bank is ready, willing and able to receive the Cash Backed Standby letter of Credit (SBLC) via MT760 and issue the ICBPO for the drawdown the Emission in the amount of 90 % ( ninety Percent) Loan to Value of Standby letter of Credit (SBLC) for the funding of Project Investment(s).

4. After Investor’s Bank Officer verification and authentication of the Project Owner’s Bank Confirmation Letter on Bank to Bank basis, the Investor and Project Owner will make Project Owner’s account at Kookmin Bank- Seoul , South Korea, No._________________ as a joint signatory account between The Investor and Project Owner in order to receive the Emission from Project Owner’s Bank using the Standby letter of Credit (SBLC) as the collateral.

5. After the joint signatory account between The Investor and Project Owner is established, Investor will instruct his/her bank to send the SWIFT MT760 (Appendix 13) to the joint signatory account at Project Owner’s Bank.

6. Within 3 (three) International Banking Days after the receipt of the SWIFT MT760 from Investor’s Bank, Project Owner’s Bank will draw down the emission in amount of 90 % ( Ninety Percent) Loan to Value of Standby letter of Credit (SBLC) for the funding of Project Investment(s) base on the ICBPO. If any including Consultant Fees into the respective Paymaster’s account based on the Irrevocable Master Fee Protection Agreement (IMFPA). The Irrevocable Master Fee Protection Agreement (IMFPA) in Appendix 18 shall be part of this Joint Venture Agreement (JVA) and is Irrevocable.

7. Within 7 (seven) International Banking Days after the receipt of the draw down of the Emission, Investor will deliver the hard copy of the Standby letter of Credit (SBLC) to the Project Owner's bank via bank bonded courier.

TERMS
The Investor and Project Owner hereby agree to use the Standby letter of Credit (SBLC) as the collateral renewable annually for a term of up to 5 (Five) and/or until the Project Investment reaches Break Event Point (BEP).




DISBURSEMENT
The Investor and Project Owner have agreed to disburse the Emission from Project Owner’s Bank as follows:
- ¬10 % ( ten Percent) Loan to Value of Standby letter of Credit (SBLC) will be taken by the Investor.
- 90 % ( Ninety Percent) Loan to Value of Standby letter of Credit (SBLC) will be used for funding of Project Investment(s) in South Korea.

PROJECT INVESTMENT(S)
The Investor and Project Owner have agreed to invest the Emission in the amount of 90 % ( Ninety Percent) Loan to Value of Standby letter of Credit (SBLC) in ________ (project/business) at _________ Seoul in South Korea, and manage the Project Investment (s) together.

SHARE
The Investor and Project Owner have agreed to invest, develop and manage the Project Investment(s) together, and share the net profit and ownership of the Project Investment(s) as follow:
- 50 % ( Fifty Percent) for the Investor.
- 10 % ( ten Percent ) for consultants
- 40 % ( Fifty Percent) for the Project Owner.

PAYING BACK OF THE LOAN
Both of Investor and Project Owner have responsibility to pay the interest or bank cost every year when the Standby letter of Credit (SBLC) is renewed for another term, and pay back 100% (One Hundred Percent) Loan to Value of Standby letter of Credit (SBLC) at the end of the fifth year and/or when the Investment Projects reached Break Event Point (BEP).

COMPLIANCE WITH LAWS
The Investor and Project Owner hereto will comply with the requirements of all applicab