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REVOLVING LOAN AGREEMENT

This Loan Agreement (the “Agreement”) is entered into on ________ 2019, by and among the
following parties:

1. ABBEY, a company limited by shares under the laws of * and having its registered office at
*(“Creditor”);

2. [INSERT], (Passport No:________), an Indonesian citizen of [ADDRESS] (“Debtor”).

Creditor and Debtor shall collectively be referred to as the “Parties” and individually as a “Party”.

RECITALS:

A. Debtor intends to borrow a sum of money amounting up to USD. 3,720,000 (three million
seven hundred and twenty thousand US Dollar) from Creditor for its corporate purposes
(“Loan”).

B. Creditor agrees to provide such Loan to Debtor; and

C. In order to secure the due and punctual repayment of the Loan and other amount from time to
time owed by Debtor hereunder, the Parties agree to enter into this Agreement with terms and
conditions set out herein.

THE PARTIES AGREE as follows:

1. DEFINITIONS AND INTERPRETATION1

1.1 Definitions

In this Agreement, including the Recitals, except to the extent that the context otherwise
requires, the following expressions shall have the following meanings:

“Affiliate” means any entity directly or indirectly controlling, controlled by or under


common control of the person in question with “control” meaning for these purposes the right
to:
(a) vote in excess of fifty per cent (50%) of such entity's equity securities;
(b) appoint or elect a majority of such entity's board of directors or equivalent
management body; or
(c) direct the investment decisions of such entity;

And all references to “Controlled” shall be construed accordingly;

“Business Day” means any day, other than a Saturday or a Sunday, on which banks are open
for business in Jakarta;

“Entity” means any person, firm, company, consortium, partnership, joint venture or other
legal entity;
“Notices” means all notices, consents, approvals, nominations and other communications
given by one Party to another Party or other Parties under or in conjunction with this
Agreement;

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a) headings and underlining are for convenience only and shall not affect the
interpretation of this Agreement;

(b) words importing the singular include the plural and visa versa;

(c) words importing a gender include any gender;

(d) an expression importing a natural person includes any company, partnership, joint
venture, association, corporation or any other body corporate and any Governmental
Agency;

(e) a reference to a person includes that person’s successors;

(f) a reference to a part, clause, section, article, paragraph, Party, annexure, exhibit or
schedule is a reference to a part, and clause, section, article, paragraph of, and a
Party, annexure, exhibit and schedule to, this Agreement and any reference to this
Agreement includes any annexure, exhibit and schedule;

(g) references to any document (including this Agreement) include references to that
document as amended, consolidated, supplemented, novated or replaced;

(h) references to this Agreement are references to this Agreement and any annexures,
schedules and exhibits;

(i) a reference to any law, decree, statute, regulation, instructions, proclamation, ordinate
or by-law includes all laws, decrees, statutes, regulations, instructions,
proclamations, ordinances or by-laws varying, consolidating or replacing them, any
reference to a law or decree includes all regulations, instructions, proclamations,
ordinances and by-laws issued under that law or decree.

(j) references to law include references to any constitutional provision, treaty, decree,
convention, statute, act, regulation, rule, ordinance, proclamation, subordinate
legislation, by-law, judgment, rule of court, practice direction, rule of common law,
rule of equity, rule of any applicable stock exchange, guideline, code, order, approval
and standard in Indonesia;

(k) references to time are references to Jakarta, Indonesia time;

(l) if a period of time is specified and dates from, after or before a given day or the day
of an act or event, it is to be calculated exclusive of that day;

(m) if a payment or other act must (but for this clause) be made or done on a day which is
not a Business Day, then it must be made or done on the next following Business
Day;
(n) a warranty, representation, covenant, liability, obligation or agreement given or
entered into by more than one person binds them jointly and severally; and

(o) references to “USD” are references to American dollar.

2. THE LOAN

2.1 Subject to the terms and conditions of this Agreement, Creditor agrees to make
available to Debtor, a loan for the aggregate amounting up to USD. 3,720,000 (three
million seven hundred and twenty thousand US Dollar).

2.2 The period of Loan is for 1 (one) year (“Availability Period”). This Agreement shall
be automatically extended unless otherwise terminated by the Creditor in writing.

2.3 The Loan shall bear no interest.

2.4 The Loan shall be repayable in cash.

2.5 The Loan can be converted into equity, at the option of the Lender.

2.5 The Debtor may repay and/or prepay the Loan at any time in whole or in part. No
premium or penalty is payable in respect of any prepayment and/or repayment.

2.6 Subject to the Creditor’s approval, any and/or all part of the Loan which is prepaid or
repaid may be re-borrowed by the Debtor during the Availability Period, provided
that the aggregate principal amount outstanding shall not at any time exceed the
Loan.

3. NEGATIVE COVENANT

Unless specifically permitted in writing by the Creditor, so long as any of the Loan remain
outstanding, the Debtor undertakes with the Creditor that:

3.1 it will not enter into bankruptcy or other similar proceeding;

3.2 it will not spin-off or transfer all or substantial parts of its assets to other entities or
persons;

3 EVENT OF DEFAULT

Notwithstanding the foregoing, if any of the Events of Default as specified in this Article 3
shall occur, Creditor may, so long as such condition exists and still continuing, by prior
written Notice to Debtor, declare the entire unpaid Loan immediately due and payable. An
Event of Default means the occurrence of any of the following events:

4.1 the bankruptcy by Debtor, the execution by Debtor of a general assignment for the
benefit of creditor, the filing by or against Debtor of a petition in bankruptcy or any
petition for relief under the bankruptcy law of Indonesia or the continuation of such
petition without dismissal for a period of 90 (ninety) days or more, or the
appointment of a receiver or trustee to take possession of the property or assets of
Debtor; or

4.2 any acceleration of any indebtedness of Debtor by any creditor; or

4.3 failure of Debtor to repay the Loan in cash within 10 (ten) Business Days after the
Availability Period of Loan.

5 REPRESENTATIONS AND WARRANTIES1

Debtor hereby represents and warrants to Creditor as follows:

5.1 Debtor, having obtained all the necessary approvals, has full legal right, power and
authority to enter into this Agreement and to perform its obligations hereunder and
there under;

5.2 this Agreement is, and each other document or agreement referred to herein to be
made and performed by Debtor pursuant to the terms of this Agreement when
executed and delivered will be the legal, valid and binding obligations of Debtor
enforceable against Debtor in all respects in accordance with its respective terms and
conditions; and

5.3 there has not occurred, and the execution, delivery and performance of this
Agreement or any other agreement or instrument contemplated herein will not cause
the occurrence of, any event of default or event which with the giving of notice or
lapse of time or both would constitute an event of default under any agreement to
which Debtor is a party or by which its property is bound.

6. ASSIGNMENT1

This Agreement shall not be assigned or transferred by either Party without the prior written
consent of the other Party, except that Creditor, upon notice to Debtor, may assign its rights
hereunder to any Affiliated Entity.

7. COST AND EXPENSES1

Debtor agrees to pay any and all expenses (including legal fees) incidental to the enforcement
of any of the provisions of this Agreement or any other agreements referred to herein.

8. JURISDICTION AND LEGAL DOMICILE1

8.1 This Agreement is governed by and construed in accordance with the laws of the
Republic of Singapore.

8.2 Any dispute and/or difference between the Parties hereto arising out of and in
connection with this Agreement (including any question regarding its existence,
validity or termination) shall, so far as it is possible, be settled amicably between the
Parties. Failing such an amicable settlement within a period of thirty (30) Business
Days of such dispute and/or difference arising, such dispute and/or difference shall be
referred to and finally resolved by the Singapore Court.

8.3 If a term of this Agreement is or becomes illegal, invalid or unenforceable in any


jurisdiction, that will not affect: the legality, validity or enforceability in that
jurisdiction of any other term of this Agreement, or the legality, validity or
enforceability in other jurisdictions of that or any other term of this Agreement.

9. CONFIDENTIALITY1

9.1 Agreement Confidential

The Parties shall maintain in confidence the contents of this Agreement and shall not
disclose the same, or any part thereof, without the written consent of the other Party,
except as may be otherwise required by law, regulation or effective government
policy.

9.2 Announcements with Consent

Each of the Party undertakes that it will not (save as required by law or any
applicable regulatory body) make any announcement in connection with this
Agreement unless the other Party shall have given their respective consents to such
announcement (which consents may not be unreasonably withheld and may be given
either generally or in a specific case or cases and may be subject to conditions). The
provisions of this Article 9.2 shall continue to apply:

(a) to each of the Party and to any individual or entity who becomes a party to
this Agreement after such Party, individual or entity is no longer a party
hereto; and

(b) if this Agreement is terminated.

10. GENERAL PROVISIONS


1
10.1 Partnership

Nothing contained or implied in this Agreement shall constitute or be deemed to


constitute an association, trust joint venture or partnership between or impose a trust
or partnership duty, obligation, or liability on or with regard to the Parties.

10.2 Force Majeure

No Party shall be liable to the other for non-performance or delay in performance of


any of its obligations under this Agreement resulting from any act of God, flood, fire,
war, riot, civil commotion, natural catastrophe, strike, act of government, change of
law, or other like or dissimilar unexpected causes beyond the reasonable control of,
or not preventable by reasonable diligence of, such Party, provided the Party
prevented or delayed makes every reasonable effort to remove the obstacle and to
resume performance at the earliest practicable time.

10.3 Severability
In the event that any one or more of the provisions of this Agreement should be or
become invalid, illegal or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions of this Agreement
shall not in any way be affected or impaired thereby, and the Parties shall enter into
good faith negotiations to replace the invalid, illegal or unenforceable provision.

10.4 Language

The Parties agree to execute the Bahasa Indonesia version of this Agreement at a
time agreed between the Parties, as may be required under further implementing
regulations of Law No. 24 of 2009 on National Flag, Language, Emblem and Song
and the Bahasa Indonesia version shall be treated as an integral and inseparable part
of English version. Any inconsistency between the Bahasa Indonesia and English
language texts, the English language text shall prevail, and the Bahasa version shall
be deemed amended accordingly. The effective date of the Bahasa Indonesia version
shall be the same as the date of the English version.

10.5 No Consequential Loss

In no event shall any Party, any Affiliate, or any director, shareholder, officer,
employee or agent of the foregoing be responsible to any other Party for any
consequential damages, indirect damages, damages for loss of profits, damages for
slander, libel or other tort for any alleged breach of this Agreement or act or omission
alleged to arise out of the performance of this Agreement.

10.6 Amendment

This Agreement may be amended only by an agreement in writing executed by all of


the Parties.

10.7 Counterparts

This Agreement may be executed in any number of counterparts and all counterparts
taken together will be deemed to constitute one and the same agreement.

10.8 Non-merger

The warranties, representations and agreements of the Parties in this Agreement are
continuing and will not merge or be extinguished upon execution, the closing of any
transaction or upon termination of this Agreement.

10.9 Cumulative rights

The rights, powers, authorities, discretions and remedies of a Party under this
Agreement do not exclude any other right, power, authority, discretion or remedy.

10.10 Notice

All notices under or in connection with this Agreement shall be in the English
language (provided that all such notices are accompanied by an Bahasa translation
simultaneously) and shall be: (a) in writing (including facsimile); and (b) faxed or
sent by overnight courier (if for domestic delivery) or internationally recognized
courier service (if for overseas delivery) to the relevant Party (or at such other
address and contact number as is designated by such Party in a written notice to the
other Party).

Creditor :
Address :
Attn : Board of Directors

Debtor :
Address : [ADDRESS]
IN WITNESS WHEREOF, this Agreement is made and executed by the Parties on the date first
written above under duly stamp in two counterparts, each of which shall have the same legal effect.

ABBEY

__________________________________
Name :
Title : Director

[INSERT]

__________________________________
Name :

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