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Agreement: DISTRIBUIDORA KRYLON SAC S.A.

And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,


USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

CHINA INVESTMENT
INTERNATIONAL GROUP LIMITED, HONG KONG
COLLATERAL AND MONITIZING
JOINT VENTURE AGREEMENT
REFERENCE NUMBER
CLIENT CODE: 07121958
AGREEMENT
ENTERED INTO BY AND BETWEEN
CHINA INVESTMENT
INTERNATIONAL GROUP LIMITED, Hong Kong
Registration Number: 793538

ITS SUCCESSORS AND/OR ASSIGNS


HEREINAFTER REFERRED TO AS THE
"MANAGING PARTY"
(FOR THE FIRST PART)
REPRESENTED BY
SIR. DANIEL RIVERA, ESQ.
Chief Counsel for China Investment International Group Limited, Hong Kong
License, International,
Authorization Number #5297
Registration Number #4297
THEREOF, BEING AUTHORIZED THERETO AS
THE MANAGING PARTY
AS BENEFICIARY OF THE COLLATERAL, ITS SUCCESSORS AND/OR ASSIGNS
CHINA INVESTMENT INTERNATIONAL GROUP LIMITED, Hong Kong

AS, COLLATERAL PROVIDER


DISTRIBUIDORA KRYLON SAC, S .A
Registration Number: RUC. 769775-1-2177444
REGISTERED IN PANAMA
ITS SUCCESSORS AND/OR ASSIGNS
HEREINAFTER REFERRED TO AS THE
CLIENT: COLLATERAL PROVIDER
(FOR THE SECOND PART)
REPRESENTED BY
NATACHA OFELIA BRASCHI DUMITH
President
Passport Venezuela Number: 121468493
DULY AUTHORIZED THEREOF, BEING AUTHORIZED THERETO
PLEASE NOTE: ALL PAGES MUST BE INITIALLED BY THE
SIGNATORIES FOR BOTH PARTIE
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

MANAGING PARTY:
China Investment International Group Limited, Hong Kong
a company incorporated in Hong Kong, and having its registered office at Careterra Higuera
Blanca #56 Sayulita, Nayarit 63737, Registration Number: 793538
Office Address of CIIG in Hong Kong: 27/F, Ruian Center, No. 6-8, Harbor Road, Wanchai,
Hong Kong, China.
Represented by Chief Counsel: Sir. Daniel Rivera, Esq. License, International, Authorization
Number #5297, Registration Number #4297
Mexico Phone:
(011)-52-329-291-3246
USA Office:
(602) 957-2641
Toll Free Number:
1-(877)-957-2641
Fax:
(602)381-9935
riveralawgroup@cox.net

CLIENT : COLLATERAL PROVIDER


Distribuidora Krylon SAC , S .A, Registered in Panama.
Calle 50, PH Plaza Murica Piso 9 OFC. 902, Panama, REP. Panama.
Registration Number : RUC. 769775-1-2177444
Represented by: Natacha Ofelia Braschi Dumith President
Passport Venezuela Number: 121468493
Telephone: +58 246-8712817 I +58 414-2961622
E-Mail Address: nathachabraschi1211@gmail.com

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

CONTACT INFORMATION FOR CLIENT: COLLATERAL:


All Pre-Advices must be facilitated by:
BANCO CENTRAL DE VENEZUELA
Address: TORRE FINANCIERA FROOR 9TH AVENIDA, URBANETA ESQ LAS
CARMELITAS, CARACAS, VENEZUELA

ASSET TYPE: BLOCKED FUNDS


DESCRIPTION OF COLLATERAL:
STAND BY LETTER OF CREDIT
1,000.000.000.billion Euros
GOVERNMENT OF THE BOLIVARIAN REPUBLIC OF VENEZUELA
Bank:

BANCO CENTRAL DE VENEZUELA

Address: TORRE FINANCIERA FLOOR 9th AVENIDA, UNDANETA ESQ LAS CARMLITAS,
CARACAS, VENEZUELA

MT760 CODE:
DELIVERY MODE:
Account Name:
Beneficiary:
Account Number:

MT760

China Investment International Group Limited


Hong Kong .
xxxxxxxxxxxx

AMOUNT:
ONE BILLION EUROS
1,000.000.000.Billion EUROS
Bank Officer:
Bank Officer Email :
Position:
Office:
Phone:
Fax:

JOSE BATISTA
J.BATISTA@BCV.ORG.VS
DEPARTMENT HEAD
BANCO CENTRAL DE VENEZUELA, CARACAS,
REPUBLIC OF VENEZUELAN
+58212-801-5111
+58212-861-1649
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

1. WHEREAS: MANAGING PARTY shall select a funding Bank, that they have a credit line facility
relationship with, utilizing the STAND BY LETTER OF CREDIT with the face amount value of
ONE BILLION EUROS (1.000.000.000.Billion EUROS) and monetize an Agreed Value, (Loan to
Value ) shall be: at the discretion of Managing Party. in the form of a non-financial -recourse, non
liability, Transaction to Client for pledging their collateral.

2. WHEREAS: the CLIENT, shall deliver, the collateral, to the Managing Partys funding Bank, VIA
MT 760 protocol with the face amount of ONE BILLION EUROS (1.000.000.000.BILLION
EUROS) in the Agreed Specimen text, format of MT799 PRE ADVICE and MT760 protocol, that
will be provided, by the MANAGING PARTY, at the discretion and appointed time of the Managing
Partys executing the contract transaction code (07121958), (Hereinafter referred to as the)
AGREEMENT.

3. WHEREAS: The Agreed Specimen text, format of MT799 PRE ADVICE and MT760 protocol
will be incorporated in this agreement as addendum (A), once The Managing Party secures a
funding entity and bank to utilize the collateral .

4. WHEREAS: the CLIENT, Is providing Collateral, in the form of a STAND BY LETTER OF


CREDIT with the face value of ONE BILLION EUROS on behalf of the Managing Party, and
or Its Successors and/or Assignees for funding, a credit line.

ADDENDUM ANNEXURE (A) SPECIMEN TEXT FORMAT FOR MT 799


PRE ADVICE AND MT 760 FORMAT TO BE PROVIDED BY THE
MANAGING PARTY.

5. WHEREAS: CLIENT shall instruct BANCO CENTRAL DE VENEZUELA to send a pre


advice, VIA MT 799 , utilizing the MT 799 and MT 760 format that Managing Party will
provide to Client that is acceptable to Managing Parties funding bank for funding the credit line, at
the discretion and appointed time of the Managing Partys .
6.

WHEREAS: Managing Partys funding Bank, shall send, a reply , by pre-advice via MT799 to
Clients Bank BANCO CENTRAL DE VENEZUELA, within 72 hours of receiving BANCO
CENTRAL DE VENEZUELA initial pre-advice acknowledging that they stand by ready to receive
the STAND BY LETTER OF CREDIT with the face value of ONE BILLION EUROS.

SEE ANNEXURE (B) SPECIMEN TEXT OF MT799 PRE-ADVICE


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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

REPLY TO CLIENTS BANK


7. WHEREAS: Managing Party shall notice Client in writing 72 hours prior to their funding bank
contacting Clients bank officers, at BANCO CENTRAL DE VENEZUELA with the name of the
funding banks officer , contact information , date and time and language
preference.

8. WHEREAS: upon Client receiving the written request, Client shall immediately coordinate
with their bank officers at BANCO CENTRAL DE VENEZUELA, so their bank officers
can have translators available to translate any request for information that funding bank
may need to verify and , authenticate the BANCO CENTRAL DE VENEZUELA officers
signatures that authorized the STAND BY LETTER OF CREDIT with the face value of ONE
BILLION EUROS.
9.

WHEREAS:Once Managing Party s funding bank has completed their verification and
authentication due diligence , then Client shall instruct BANCO CENTRAL DE VENEZUELA
to deliver the (STAND BY LETTER OF CREDIT with the face value of ONE BILLION
EUROS), to the Managing Partys funding Bank, with the approved MT 760 protocol prior to
the commencement of the transaction funding.

10. WHEREAS: If Managing Party, and their Funding bank, successfully funds the credit line, for The
MANAGING PARTY Client shall have no financial obligation and or responsibility for the debt
service or repayment of the Managing Partys credit facility.

11. WHEREAS : Managing Party Funding Bank , shall take, irrevocable full responsibility, and
warrants and agrees that the (STAND BY LETTER OF CREDIT with the face value of ONE
BILLION EUROS) , will be returned to the Clients Bank , BANCO CENTRAL DE
VENEZUELA (CBV) free and clear of any encumbrances after (ONE) year and one month.

SEE ANNEXURE D, CLIENTS ATTORNEY SIR DANIEL RIVERA,


ESQ. BANK COORDINATES, FOR CHINA DEVELOPMENT BANK
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

CORPORATION HONG KONG BRANCH


12. WHEREAS: Managing Party shall issue an irrevocable pay directive to their Funding bank to
make disbursement of fifty % of the agreed collateral Provider fee charged to the funding entities
in USD or Euro equivalency payable to Client , within 24 hours of MANAGING PARTYS
designated BENEFICIARYS credit line funding , and is made without any financial recourse
or liability to the Client , and or BANCO CENTRAL DE VENEZUELA (CBV) ,for pledging
Clients collateral to, secure and facilitate , The Managing Partys, designated BENEFICIARY of
their credit line. Managing Partys designated BENEFICIARYS Funding bank shall send the
Fifty % disbursement VIA MT 103 , to Clients bank Coordinates, which Client shall provided
after execution of the contract.
SEE ANNEXURE (D) CLIENTS BANK COORDINATES,
TO BE PROVIDED BY CLIENT

MANAGING PARTY OBLIGATIONS AND ACKNOWLEDGEMENTS OF


INTRODUCERS & BENEFICIARIES:

13. WHEREAS:MANAGING PARTYshall be obligated to pay, a 3 % total fee, of the Loan


to Value of the face amount of the MANAGING PARTIES beneficiaries credit line for broker
facilitators , and attorneys fees registered with the Managing Parties Attorney Sir Daniel Rivera ,
Esq . which is incorporated in this agreement , and on file with , Managing Parties Attorney Sir
Daniel Rivera , Esq. At the law offices of
Sir Daniel Rivera , Attorney at Law International
Group LTD ,located at the MEXICO OFFICE Careterra Higuera Blanca #56 Sayulita, Nayarit
63732.

14. WHEREAS :Managing Party designated BENEFICIARYS shall issues an irrevocable pay directive
to their Funding bank to make disbursement of 3 % of the face value of Managing Parties
designated BENEFICIARY, payable to Managing Parties Attorney Sir Daniel Rivera , Esq. within 24
hours of the initial funding of the credit line to the MANAGING PARTIES beneficiaries.
Managing Party designated BENEFICIARY shall instruct their bank to send the disbursement VIA
MT 103, to Attorney Sir Daniel Rivera, Esq., bank Coordinates , and are incorporated in this
agreement. The disbursement is made without any financial recourse , or liability to the Client, or
BANCO CENTRAL DE VENEZUELA, for the facilitation and arranging the pledging of Clients
collateral to , secure and facilitate, the Managing Partys, designated BENEFICIARYS credit line.

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

SEE ANNEXURE C, CLIENTS ATTORNEY SIR DANIEL RIVERA, ESQ. BANK


COORDINATES, FOR CHINA DEVELOPMENT BANKCORPORATION HONG
KONG BRANCH.

15. WHEREAS: The MANAGING PARTY agrees to satisfy the requirements of the CLIENT, per the
terms and Conditions of the Agreement.

16. WHEREAS: The Parties warrant that they are individually authorized to conduct business in all
jurisdictions required by this Monetizing and collateral Agreement.
17. WHEREAS: The Parties warrant that this Agreement and the execution hereof have been duly
sanctioned by respective entities

18. WHEREAS: CLIENT Guarantees Managing Party the exclusive order, for a term of
one year and 3 months with an option for an additional term under the same terms and conditions of
the current agreement, and confirms that , the (STAND BY LETTER OF CREDIT with the face
value of ONE BILLION EUROS), has not been submitted elsewhere.
19. WHEREAS: failure of The Managing Partys, designated BENEFICIARY and or Managing Partys
Funding Bank to achieve the desired result monetizing Clients collateral for a agreed credit line , within
21 calendar days, of the MT 760 being sent by Clients Bank , BANCO CENTRAL DE VENEZUELA,
Then the CLIENT will be free to use further options to achieve this desired result. If failure occurs, the
Managing Partys, designated BENEFICIARYS, funding Bank shall immediately send a MT 799, to
Clients Bank, BANCO CENTRAL DE VENEZUELA advising that the MT 760 block is nullified. After the
MT760 block is nullified, CLIENT shall be free to use further options to achieve their desired result ,
without legal notice , to anyone. After the MT 760 block is nullified , Managing Party and Funding
Bank , shall Cease and Desist , from any further actions in placing the collateral instrument and the
Monetizing and collateral agreement shall be deemed Terminated.

20. WHEREAS : If The Managing Partys, designated BENEFICIARY and their Funding bank,
successfully funds the credit line, The MANAGING PARTY , shall take irrevocable full
responsibility , and warrants and agrees that any advances paid to client, or in behalf of client out of
the credit line funding is made without any financial recourse , or liability to the Client , or the
Clients bank , BANCO CENTRAL DE VENEZUELA, for pledging Clients collateral to The
Managing Party.

21. WHEREAS : MANAGING PARTY is herewith empowered to arrange and settle, any
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

Financial obligations , due Client under the terms and conditions of this agreement, with
MANAGING PARTYS , Attorney Sir Daniel Rivera, Esq.

22. REPRESENTATIONS, OBLIGATIONS AND UNDERTAKINGS BY THE MANAGING PARTY


AND THEIR FUNDING BANK:

23.

I.

The MANAGING PARTY acknowledges and warrants that any funds used for this
transaction are clean, clear and of non-criminal origin.

II.

The MANAGING PARTY acknowledges and warrants that all funds received and to be
received will have the appropriate clearances , and will comply with all Anti-Money
Laundering (AMT) and Countering Financing of Terrorism (CFT) policies and
procedures.

REPRESENTATIONS, OBLIGATIONS AND UNDERTAKINGS BY THE


CLIENT IN ORDER TO INITIATE THE TRANSACTION THE CLIENT
SHALL SUBMIT TO THE FUNDER THE FOLLOWING DOCUMENTS.

a.

The Client will furnished the Managing Party with CIS .

b.

The Client will furnished Managing Party with an RWA and letter of confirmation from BCV.

c.

The Client represents that they are the legal and beneficial owner of the (STAND BY LETTER OF
CREDIT with the face value of ONE BILLION EUROS),

d.

Client will provide a Corporate Resolution to Managing Party to facilitate the closing.

e.

The Client will ensure that the MT 760 (STAND BY LETTER OF CREDIT with the face value
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

of ONE BILLION EUROS), is free of all liens, past due Taxes or encumbrances
f.

The Client will cause a MT 760 as per verbiage hereunder to be issued to the Managing partys
designated BENEFICIARY banking coordinates.

g.

The CLIENT further confirms and warrants that the (STAND BY LETTER OF CREDIT with
the face value of ONE BILLION EUROS), is presented for use by the MANAGING PARTY is
fully funded with funds that are clean, clear and of non-criminal origin and that all funds
received and to be received will have the appropriate clearances, and will comply with all AntiMoney Laundering (AMT) and Countering Financing of Terrorism (CFT) policies and procedures.

h.

The (STAND BY LETTER OF CREDIT with the face value of ONE BILLION EUROS), protocol
in the agreed MT 760 format shall be worded in a format (SEE ADDENDUM ANNEXURE (A)
AGREED MT799 & MT750 FORMAT) which is incorporated in the agreement.

i.

The CLIENT further confirms and warrants that the CLIENT shall make no demand for
Performance of obligations by the MANAGING PARTY unless specified and contained in this
agreement and or in any of the annexure signed by both parties bank and CLIENT hereby give
their full undertaking to this effect.

j.

The CLIENT acknowledges that the sole obligation of the CLIENT under the terms of the
Agreement lies in the issuance of the (STAND BY LETTER OF CREDIT with the face
value of ONE BILLION EUROS), delivered to the Managing Party and or designated
BENEFICIARY, by MT 760 formats. The CLIENT understands and agrees that the
MANAGING PARTY shall not be responsible for the performance of any additional Obligations
other than as described in the agreement.

k.

The CLIENT represents and warrants to the MANAGING PARTY that information Provided
by the CLIENT is true and accurate and that the MANAGING PARTY
may Rely upon any
or all information provided by the CLIENT in the performance of its obligations under the
agreement without confirmation of the truth or accuracy of such Information.

l.

The CLIENT understands and agrees that the MANAGING PARTY except for the obligations
under this agreement , shall not be liable for any loss or damages arising outside of what the,
agreement contract states , or otherwise sustained by the CLIENT or any other person in
connection with the subject matter under this agreement.
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

(SEE ANNEXURE (A) SPECIMEN TEXT OF MT760 PRE-ADVICE)


3c. CLIENT'S bank shall confirm on its letter head to MANAGING PARTY that they have
Transmitted a MT 760 together with client copies of the transmission, the tracking numbers, and all
other relevant Documents.

TIMEFRAME & DISBURSEMENT SCHEDULE:


24. From Managing Partys designated BENEFICIARYs Funding Bank receiving the MT 760 in bank, 21
calendar days to verify and monetize and fund the Managing Partys designated BENEFICIARYS
credit line.
25. MANAGING PARTY designated BENEFICIARY is limited to the Funding bank authenticating the
signatures of the issuing bank's officers and or the accuracy, authenticity and validity of MT 760
delivery.

26. NO CHANGES OR MODIFICATIONS IN THE WORDING OF THE (STAND BY LETTER OF


CREDIT with the face value of ONE BILLION EUROS) DELIVERED VIA MT 760
FORMATS SHALL BE ALLOWED FOLLOWING ITS ISSUANCE TO MANAGING PARTY
S designated BENEFICIARY BANK.

27. . UNDERSTANDING AMONG THE PARTIES


Ia. It is specifically understood among the signatories to this Agreement that CLIENT is not
obligated to perform any other act except issuance of the (STAND BY LETTER OF CREDIT with the
face value of ONE BILLION EUROS), and be delivered via MT 760 formats. It is further understood
that MANAGING PARTY is not acting as agent or fiduciary on behalf of CLIENT.
IIb. It is further understood and agreed among the signatories to the Agreement that to the extent that
the underlying funds supporting the issuance of the (STAND BY LETTER OF CREDIT with the
face value of ONE BILLION EUROS), be delivered VIA MT 760 format , emanate from private
sources of CLIENT and neither the issuing bank , nor any of its executives , officers and employees
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

have participated in negotiations leading to the funding the (STAND BY LETTER OF CREDIT
,delivered VIA MT 760.

IIIc. The Parties agree that neither Entity shall assign or transfer its rights or duties in this agreement
without the express written consent of the other Entity Any transfer or assignment made without
such consent shall not relieve the transferor or assignor of its duties or obligations pursuant to this
Agreement, and shall be null and void.
28. This Agreement, for the Client shall be effective on the date first above written and continue in effect
for a period of 1 year, and three month from commencement and to the settlement in full of all
Clients obligations .

CONFIDENTIALITY
The Parties acknowledge that the Confidential Information is essential to the good will of their
business. The parties shall hold and maintain the Confidential Information in the strictest of
confidence. NEITHER MANAGING PARTY, AND OR ATTORNEY SIR DANIEL RIVERA, ESQ,
SHALL PROVIDE THIS AGREEMENT IN A WORD FILE TO ANYONE BUT THE,
CLIENT, ANY DRAFT AGREEMENTS SHARED BY THE DESIGNATED PARTIES SHALL BE
IN A PDF FORMAT, AND IN TRUST FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE
PARTIES THEMSELVES. Parties shall not use for their own benefit, publish, or otherwise disclose to
others, or permit the use by others for their benefit or to the detriment of any of the parties, any of the
Confidential Information. Parties shall carefully restrict access to the Confidential Information to
those of its officers, directors, and employees who clearly need such access in order to participate on
behalf of the parties in the analysis and negotiation of a business relationship or any contract or
agreement, or the advisability thereof

29. . Parties warrant and represent that they will advise each of the persons to whom they have
provided access to any of the Confidential Information under the foregoing sentence that
such persons are strictly prohibited from making any use o f publishing, and or otherwise
disclosing to others, or permitting others to use for their benefit or to the detriment of the parties, an
of the Confidential Information. Parties shall take all necessary action to protect the
confidentiality of the Confidential Information , except for its disclosure as stated in this
paragraph, and agree to indemnify each other against any and all losses, damages, claims, or
expenses incurred or suffered by a party as a result of Receiving Partys breach of this Agreement
Parties agree that he/she/it will protect the value of the Confidential Information and will prevent
their misappropriation or disclosure. Parties will not disclose or use to his/her/its benefit (or
benefit of a third party) or to the detriment of the other party any Confidential Information.

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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

30. MANAGING PARTY ACKNOWLEDGES THAT CHINA INVESTMENT INTERNATIONAL


GROUP LIMITED, HONG KONG, AND THEIR FIDUCIARY BANK CHINA DEVELOPMENT
BANK CORPORATION, HONG KONG, AND WILL BE PRIVY TO THE CONTRACT
AGREEMENTS AND ACCEPT THIS AS NOTICE OF DISCLOSURE TO THESE THIRD
PARTIES.
31. By executing this Monetizing and Investment Agreement, parties agree that it shall never attempt,
directly or indirectly, to circumvent each other and contact any third party involved with the
transactions contemplated here, including, but not limited to, the trade group and/or its affiliates and
agents. If the foregoing covenant is breached, the defaulting party shall pay to the other Party all
amounts owed to it plus an amount equal to $10 million USD.
32. In the event of a breach or threatened breach by either Party of any provision of this Agreement, in
addition to and not in limitation of any other rights, remedies or damages available to the Parties
at law or in equity, the injured Party shall be entitled to obtain a permanent injunction in order to
prevent or to restrain and any such breach by the other Partys or by its clients, partners,
shareholders, agents, representatives, employees and/or any and all Persons directly or indirectly
acting for or with it.

33. Both Parties agree that any and all Information furnished between and among the Parties will not be
reproduced or disclosed to any Person who is not a representative, agent or employee of the entities
signing this Agreement without the expressed written approval of the signers below. In the event
either of the Parties becomes legally compelled by deposition, interrogatory, request for
documents, subpoena , civil investigative demand or similar process to disclose any of the
Information, the Party so compelled shall provide the other Party with prom pt prior written
notice of such requirement so the other Party may seek a protective order or other appropriate
remedy and /or waive compliance with the terms of this Agreement. In the event that
such Protective Order or other remedy is not obtained, or the Party waives compliance
with the provisions hereof, the Party compelled to disclose the Information agrees to furnish
only the portion of the Information which it is advised by written opinion of counsel is legally
required, and further agrees to exercise reasonable efforts to obtain assurance that
confidential treatment will be accorded such information.
34. Each Party agree s to keep record of the Information furnished by the other Party and of the
location of such Information. In the event no business transaction occurs between the Parties to
this Agreement all Information provide and any reproductions of same will be returned.

35. FACSIMILE COPIES


36. All Facsimile copies of documentation will be regarded as true copies of the originals until the
contrary is proved and all electronic signatures and executions to this agreement by the
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Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

designated representative Parties shall be valid in counterpart and when executed in parts,
considered to constitute a whole documents and legally binding on the Parties when transmitted
electronically between the Parties

37. INDEMNITY
38. Each party hereto irrevocably agrees to indemnify and hold each other harmless from any
actions, debts and/or liabilities caused and/or incurred by the other party and based on the fact that
this is not a general partnership between the parties. No party will represent to any third party or
parties that this Agreement reaches beyond the objectives of the parties as set forth herein
Further, the Parties shall have no liability against one another for any loss suffered which arises or
might arise out of any action or inaction executed in good faith and if it is determined such course
of conduct or inaction was in the best interest of the Agreement it will not be tantamount to
negligence or misconduct. Each party will be responsible for his actions and not for the other parties'
actions or negligence.

39. NOTICES

40. All notices to be issued by the Parties to one another or by third Parties to this Agreement will be
affected in writing and addressed to the Parties at its chosen domicile referred to in the heading of this
Agreement . All notices will be sent by pre-paid registered post, facsimile transmission or via-email
and will be deemed to be received on the 2nd day after posting or transmission thereof.
41. TAXES
42. Each Party will be liable for its own taxation on Yield paid to them and the Parties reciprocally
indemnify one another and hold it harmless from any obligation to be incurred by a party in
respect of the other Party's tax obligations. The international Double Taxation Rules apply to all
parties be they individual or corporate entity.

13

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

43. DISPUTES AND ARBITRATION

44. This Agreement shall in all respects be governed and construed to be in accordance with the Law of
the UNITED STATES OF AMERICA IN THE STATE OF ARIZONA for all dispute actions and
other matters in connection there with shall be determined in accordance with such law. The
parties agree on arbitration as a first remedy. Any dispute arising out of or in connection with
this contract, including any question regarding its existence , validity or termination , shall be
referred to and finally resolved by arbitration under the LCIA Rules, which Rulesare deemed
to be incorporated by reference into this clause.

45. JURISDICTION

This Monetizing and Investment Agreement shall be construed under, and enforced in accordance with
laws of UNITED STATES OF AMERICA IN THE STATE OF ARIZONA. This agreement contains the
entire understandings of the entities, with respect to the subject matter hereof and shall
supersede all prior or contemporaneous representations, warranties , agreements and understandings,
and may not be amended or any provision hereof waived, except in writing signed by the party against
whom enforcement is sought.
46. EDT (ELECTRONIC DOCUMENT TRANSMISSIONS
47. Shall be deemed valid and enforceable in respect to any EDT (Electronic document
transmissions) provisions of this Contract. As applicable, this agreement shall be Incorporate U.S.
Public Law 106-229, Electronic Signatures in Global and National Commerce Act or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nation s Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

14

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

48. 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.
IN WITNESS WHEREOF: the parties have executed this Monetizing and collateral Agreement
upon the day and year first hereunder written.
FOR, CLIENT COLLATERAL PROVIDER :

AGREED AND ACCEPTED WITHOUT PROTEST, SIGNED ON: This November____2015

Distribuidora Krylon SAC , S .A, Registered in Panama.


Calle 50, PH Plaza Murica Piso 9 OFC. 902, Panama, REP. Panama.
Registration Number : RUC. 769775-1-2177444
Represented by: Natacha Ofelia Braschi Dumith President
Passport Venezuela Number: 121468493

15

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

AGREED AND ACCEPTED WITHOUT PROTEST, SIGNED ON


This November 4th 2015

Chief Counsel Sir Daniel Rivera


For China Investment International Group Limited
USA, Canada, Hong Kong
Authorization Number #5297
Registration Number #4297
CHIFE COUNSEL FOR: China Investment International Group Limited
USA, Canada, Hong Kong

With irrevocable full legal banking responsibility that, we are ready to receive your PASO UNO STEP
Standby Letter of credit (Pre-advise) PREAVISO via SWIFT MT-799
From:
Issuing Bank : Banco CentraldeVenezuela
Address:torre financiera floor 9th avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010,
Bank Officer: Jose Batista
SWIFT CODE: BCVEVECAXXX
Phone: +58212-801-5111
Email: j.batista@bcv.org.ve

To:
16

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

Bank: China Development Bank Corporation Hong Kong Branch


Bank Address: Suite 3307-15, 33/F., One International
Finance Centre, No.1, Harbour View Street, Central, Hong Kong SAR
Bank Officer: Leon Wang Chief Executive
Direct Line: +852 3697 7216
Fax: +852 2530 4083

Specimen Text Only and may change in


accordance of Funding Banks
compliance

Email Address : leon.wang@cdb.com.hk


Swift Code: SDBCHKHHXXX
Beneficiary: China Development Bank Corporation
For the account of China Investment International Group Limited
Account EURO : #716000878310

As per instruction of our client,__________________ Legally represented by its Director


______________holder of __________Passport # XXXXXXX.We, Banco Central de Venezuela addressed
at torre financiera floor 7 avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010hereby confirm,
with full Bank responsibility, that we are ready, willing and able and have the credit facility to issue the
following unconditional standby letter of credit Number 00 in the total face amount of Euro one
billion(1.000,000,000.00) in favor of China Development Bank Corporation Hong Kong Branch for the
account of China Investment International Group Limited for a period of One (1) year and One (1)
month. This letter of credit must be verified and authenticated via our bank office on a bank-to-bank
basis by swift MT799. Further, we hereby confirm that we will deliver the standby letter of credit via
SWIFT MT-760 to the designated bank coordinates as instructed.
Quoted
We herewith open our Bank Guarantee Number (Number of SBLC)..as follows:
For value received by us, we, Banco Central de Venezuela addressed at torre financiera floor 9th
avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010, hereby irrevocably and unconditionally
without protest or notification promise to pay against this standby letter of credit Number: 00 In favor of
China Development Bank Corporation, Hong Kong for the account of China International Investment
International Group Limited on maturity date . (Date).. the sum of Euro one billion
(1.000,000,000.00) in the lawful currency of the European Union, upon presentation to us of the original
of this standby letter of credit at our counters in Banco Central de Venezuela torre financiera floor 7
avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010,on maturity date, but not later than fifteen
days after the maturity date.

17

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

Specimen Text Only and may change in


accordance of Funding Banks
compliance

Such payment shall be made without set off and clear of any deductions, charges, fees or withholdings of
any nature, now or hereinafter imposed, levied, collected, withheld or assessed by the Government of the
Issuing Bank or any political subdivision or authority therein or thereof.
This Guarantee is cash backed with funds on deposit that are good, clean, cleared of non-criminal origin,
free of any liens or encumbrances legally earned by the applicant.
This standby letter of credit is transferable and assignable without presentation of it to us and without the
payment of any transfer or assign fee and charge.
This standby letter of credit is governed by the Uniform Customs and Practices for Bank Guarantees as
set for the in the ICC Publication URDG Nr 458 / 758, Paris, France and its latest revision.
This is an operative instrument and no mail confirmation will follow.
For and on behalf of Banco Central de Venezuela
(Bank officer #1)

(Bank officer #2)

Unquoted
For and on behalf of Banco Central de Venezuela
Bank Officer (1)

Bank Officer (2)

18

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

Specimen Text Only and may change in


accordance of Funding Banks
compliance

PASO DOS STEP TWO


Reply via Swift MT-799to Banco Central de Venezuela
From:
Bank Name: China Development Bank CorporationHong Kong Branch
Bank Address: Suite 3307-15, 33/F., One International Finance Centre, No.1, Harbour View Street,
Central, Hong Kong SAR
Bank Officer: Leon Wang Alternate Chief Executive
Direct Line: +852 3697 7216
Fax: +852 2530 4083
Email Address: leon.wang@cdb.com.hk
Swift Code: SDBCHKXXX
Beneficiary: China Development Bank Corporation
For the account of China Investment International Group Limited
Account EUR : 716000878310
To:
Issuing Bank : Banco Central de Venezuela
Address: torre financiera fl. 9th avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010,
Bank Officer: Jose Batista
SWIFT CODE: BCVEVECAXXX
Phone: +58212-801-5111
Email: j.batista@bcv.org.ve
19

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

:
Without any engagement whatsoever on your part, kindly reply you that we, China Development Bank
Corporation Hong Kong hereby confirm with full legal banking responsibility that we are ready to
receive your unconditional standby letter of credit Number 000 in aggregate amount Euro One Billion
(1.000,000,000.00) to the beneficiary of China Development Bank Corporation Hong Kong Branch, for
the account of China Investment International Group Limited, for a period of one (1) year and one (1)
month which was issued by your bank.
We also confirm with full banking responsibility that the funds is ready for China Investment
International Group Limited, against your unconditional standby letter of credit
Best Regards
For and on behalf of
China Development Bank Corporation
Suite 3307-15, 33/F., One International Finance Central, No. 1
Harbour View Street, Central, Hong Kong SAR
Banka Officer#1:
Bank Officer#2:

Specimen Text Only and may change in


accordance of Funding Banks
compliance
PASO TRES STEP THREE
FROM BCV Bank SBLC via Swift MT- 760
Standby letter of credit Number: 000
Issuing Bank : Banco Central de Venezuela
Address:torre financiera floor 7 avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010,
Bank Officer: Jose Batista
SWIFT CODE: BCVEVECAXXX
Phone: +58212-801-5111
Email: j.batista@bcv.org.ve
20

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

Amount: 1.000,000,000.00 million


Currency: EURO
Date of Issue :
Date of Maturity:
To:
Bank Name: China Development Bank CorporationHong Kong Branch
Bank Address: Suite 3307-15, 33/F., One International Finance Centre, No.1, Harbour View Street,
Central, Hong Kong SAR
Bank Officer: Leon Wang Alternate Chief Executive
Direct Line: +852 3697 7216
Fax: +852 2530 4083
Email Address: leon.wang@cdb.com.hk

Specimen Text Only and may change in


accordance of Funding Banks
compliance

Swift Code: SDBCHKXXX


Beneficiary: China Development Bank Corporation
For the account of China Investment International Group Limited
Account EURO : 716000878310

As per instruction of our client, DISTRBUIDORA KRYLON SAC, SA. Legally represented by its
Director MISS NATACHA OFELIA BRASCHI DUMITH holder of Venezuela Passport,121468493
We herewith open our standby letter of credit Number (Number of SBLC Guarantee)..as follows:
For value received by us, we, BANCO CENTRAL de VENEZUELA addressed at torre financiera floor
9th avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010 hereby irrevocably and unconditionally
without protest or notification promise to pay against this standby letter of credit Number: 000 In favor
of China Development Bank Corporation for the account of China Investment International Group
Limited on maturity date . (Date).. the sum of Euro one Billion (1.000,000,000.00) in the lawful
currency of the European Union, upon presentation to us of the original of this standby letter of credit at
our counters in torre financiera floor 9th avenida, urdaneta esq carmelitas, Caracas, Venezuela 1010on
maturity date, but not later than fifteen days after the maturity date.
Such payment shall be made without set off and clear of any deductions, charges, fees or withholdings of
any nature, now or hereinafter imposed, levied, collected, withheld or assessed by the Government of the
21

Agreement: DISTRIBUIDORA KRYLON SAC S.A.


And CHINA INVESTMENT INTERNATIONAL GROUP LIMITED,
USA, CANADA, Hong Kong. A joint Venture.
_____________
Collateral provider

Managing Party

Issuing Bank or any political subdivision or authority therein or thereof.


This standby letter of credit is cash backed with funds on deposit that are good, clean, cleared of noncriminal origin, free of any liens or encumbrances legally earned by the applicant.
Thisstandby letter of credit is transferable and assignable without presentation of it to us and without the
payment of any transfer or assign fee and charge.
This standby letter of credit is governed by the Uniform Customs and Practices for Bank Guarantees as
set for the in the ICC Publication URDG Nr: 458 / 758, Paris, France and its latest revision.
This is an operative instrument and no mail confirmation will follow.

For and on behalf of Banco Central de Venezuela


Bank Officer (1)

Bank Officer (2)

22