You are on page 1of 6

1

_____________________________________________________________________________

An AGREEMENT made on 16th September 2022

BETWEEN:-

PT BANYURESMI MULIA ABADI Co. Reg. No.(AHU-0058436 AH 01 01 Tahun


2020), a company incorporated in Indonesia and having its registered office at Nifarro
Park, ITS Tower Lantai 6 Unit 10, Jalan Raya Pasar Minggu Jakarta Selatan (hereinafter
refer to as “ PT BANYURESMI ” ) of the one part represented by IRMAH SAKTI
SULYANI as DIRECTOR

AND

MKMT GLOBAL VENTURES SDN. BHD. Co. Reg No. (202201024305 or


11470002-V), a company incorporated in Malaysia and having its registered office at
Suite 13.01, The Garden South Tower, Mid-Valley City, Lingkaran Syed Putra, 59200
Kuala Lumpur. (hereinafter referred to as “MKMT GLOBAL”) represented by MR.
MUSTAFA KAMAL BIN MOHD TAIB as GROUP CHIEF EXECUTIVE OFFICER

AND

PT. MKMT INDONESIA UTAMA Co. Reg. No. (AHU-0009749.AH.01.11), a


company incorporated in Indonesia with its address at Jalan Camat Pondok Aren
Nombor 152 RT.000 PondokJaya, Pondok Aren Kota Tangerang Selatan Banten,
Indonesia (hereinafter referred to as “PT. MKMT ” of the other part). represented by TI
LIAN ENG as MANAGING DIRECTOR collectively referred to as the “Parties” and
individually as the “Party”

WHEREAS:

1
2

A. PT.BANYURESMI has entered into an agreement with MKMT GLOBAL to


provide Funding Collateral for the purchase of ICUMSA 45 & MIXED
SUGAR (88/12) for the contracts of MKMT GLOBAL as indicated.

B. MKMT GLOBAL has also entered into a Sale & Purchase Agreement with
PERNAMA NETWORK SDN.BHD. in Malaysia to purchase Sugar. (SPA
Attached).

C. MKMT GLOBAL also confirms signing other Sales & Purchase Agreements
with various Buyers for the “Product” and is desirous in obtaining a Funding
Partnership for all these contracts.

D. PT. MKMT is desirous in assisting for the funding requirement for MKMT
GLOBAL and in the administration and consultancy as stated in this Funding
Agreement.

1 RESRESENTATION & WARRANTS

1.1 PT. BANYURESMI is desirous, willing and able to provide SWIFT TRANSFER
via MT 760 for Euro 100 Million (Euro One Hundred Million Only) to MKMT
GLOBAL in Malaysia.

1.2 The MT 760 is for the purchase of Sugar (herein after referred to as the “Product”)
to be paid to MKMT GLOBAL suppliers in Brazil.

1.3 MKMT GLOBAL is willing and able to perform the purchase and delivery of the
“Product” to their Buyers provided the Funding Collateral is made available
for the purchase of the “Product”

1.4 MKMT GLOBAL will receive from PT. BANYURESMI funding in the form of
SWIFT TRANSFER MT 760 to their HSBC account in Malaysia to perform
these contracts.

1.5 It is agreed that MKMT GLOBAL will use its banking facilities to obtain
CASH from the SWIFT TRANSFER MT 760 received from PT.
BANYURESMI. It is estimated that HSBC will be able to provide 85%
(Euro 85 Million) of the value of the MT760.

1.6 It is also agreed that MKMT GLOBAL will transfer Euro 40 Million to PT.
BANYURESMI for their own business.

1.7 It is also agreed that MKMT GLOBAL will not be responsible for the return of
the Euro Forty Million taken by PT. BANYURESMI

1.8 It is also agreed that MKMT GLOBAL will trade with the balance retained from
the facility obtained from the SWIFT MT 760. The estimated balance from the
Swift is approximately Euro 45 Million

1.9 MKMT GLOBAL will pay its suppliers by SWIFT MT 760/SBLB or SWIFT
MT 700 IRREVOCABLE TRANSFERABLE DIVISIBLE LETTER OF

2
3

CREDIT.

1.10 The agreed Buying Price of the “Product” will be provided to the bank for with the
suppliers’ invoice and the buyer Sales & Purchase Agreement.

1.11 The agreed Selling price for the “Product” is as per each Sales & Purchase
Agreement between MKMT GLOBAL and its Customers.

1.12 That the agreed Buying Price for the “Product” is between USD 305.00 per metric
to USD 345.00 per metric ton depending on the “Product” type required by the
customer. (It must be noted that this estimate is based on the current selling prices.
MKMT GLOBAL will fix suppliers contract selling prices).

1.13 The total estimated purchase value for this contact for 12 months is between
USD1,200,000,000.00 and USD1,400,000,000.00

2 PROFIT SHARING AND MARGIN

2.1 MKMT GLOBAL is agreeable to share 50% of the profit generated on all the
contracts where the Funding Collateral is utilized for the purchase of the “Product”

2.2 The 100% profit value is estimated between USD 30.00 per metric ton to USD
40.00 per metric ton. The total metric tons quantity to be traded will based on the
Euro 45 Million available.

2.3 Upon draw down of the Buyers payment instrument, MKMT GLOBAL shall duly
pay to PT. BANYURESMI the agreed 50% profit sharing pursuant to this
agreement.

2.4 MKMT GLOBAL will also pay the other parties not set in this agreement the
commissions. (The target commission rate is USD 1.00 per metric ton to 3rd parties’
names not set in this agreement).

3 GUARANTORS / PERFORMANCE

MKMT GLOBAL together with the Directors of MKMT GLOBAL hereby


warrant & confirm the following: -

3.1 the performance of the signed SPA contracts in hand.

3.2 that the profit margins is guaranteed as stated above.

3.3 that upon conclusion of each shipment and draw-down of the Buyers payment
instrument, MKMT GLOBAL will use standing instructions with HSBC to
discharge the 50% profit to PT. BANYURESMI. PT. BANYURESMI together
with the Directors of PT. BANYURESMI hereby warrant & confirm the
following:-

3.4 that PT. BANYURESMI is desirous is sending the SWIFT MT 760 for the sum
of Euro 100 Million (Euro One Hundred Million) as per this Agreement.
3
4

3.5 that PT. BANYURESMI will be responsible for the Euro 40 Million (Euro
Forty Million) that MKMT GLOBAL is in agreement to transferred to them.

4 FORCE MAJEURE

If either party is prevented from fulfilling its obligations under this Agreement by
reason of any supervening event beyond its control including by way of limitation,
acts of terrorism, war, national emergency, flood, earthquake, strike or lockout
(other than a strike or lockout induced by the party so incapacitated), the party
unable to fulfill its obligations shall immediately give notice of this to the other party
and shall do everything in its power to resume full performance as soon as possible.

5 BINDING EFFECT

This Agreement shall be binding upon and secure to the benefit of the parties hereto
and their respective successors in titles and permitted assignees.

6 SEVERABILITY

If any provision of this Agreement herein contained or part thereof or any document
incorporated hereto is rendered void, illegal or unenforceable for whatever reason in
any respect under any law, it is hereby declared that such clause or document so
affected shall not in any way affect or impair the validity, legality or enforce-ability
of the other terms or provisions herein contained which shall remain in full force and
effect provided that such invalidity or unenforceable-ability shall not substantially
nullify the underlying intent of this Agreement and shall be deemed to be an
independent provision and the parties shall be at liberty to have such provision
severed from the rest of this Agreement.

7 SUPPLEMENTAL AGREEMENT

In entering into this Agreement, the Parties recognize that it is impractical to make
provision for every contingency that may arise in the course of performance of the
provisions hereunder and accordingly the Parties hereto declare their intention that if
in the course of performing the terms hereunder any inequitable hardship to any
parties hereto is disclosed or anticipated then both Parties shall negotiate in good
faith and use all reasonable endeavors to agree upon such action as may be necessary
and equitable to remove the same. In amplification of the foregoing, the Parties shall
from time to time enter into supplemental agreements on such matters as may be
necessary.

8 NOTICES

Every notice or demand or other communications required or permitted to be given


or made hereunder shall:-

(a) Be in writing delivered personally or by prepaid registered post with recorded


delivery or telex or legible facsimile;

4
5

(b) Be deemed to have been received, subject as otherwise provided in this Agreement,
in the case of a letter when delivered personally at the time of delivery, in the case of
registered post, five (5) days after it has been put into the post and, in the case of a
facsimile, at the time of dispatch with confirmed answer-back of the addressee
appearing at the beginning and end of the transmission (provided that if the date of
dispatch is not a business day it shall be deemed to have been received at the
opening of business on the next such business day); and

(c) Sent to the address of the respective parties as set out above or their last known
address.

APPENDIX A
FORECAST SCHEDULE
Shipment Month
Number Dispatch Delivery Year Frequency Quantity
1 SEPT- OCT 2022 50,000 mt per vessel x 6 Shipments 300,000
MT
2 OCT - NOV 2022 50,000 mt per vessel x 6 Shipments 300,000
MT
3 NOV - DEC 2022 50,000 mt per vessel x 6 Shipments 300,000
MT
4 DEC - JAN 2022/3 50,000 mt per vessel x 6 Shipments 300,000
MT
5 JAN - FEB 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
6 FEB - MAR 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
7 MAR - APR 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
8 APR - MAY 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
9 MAY - JUN 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
10 JUN - JUL 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
11 JUL - AUG 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
12 AUG - SEPT 2023 50,000 mt per vessel x 6 Shipments 300,000
MT
TOTAL QUANTITY IS 3,600,000 METRIC TONS 3,600,000
MT

IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day and

year first above written.

Signed by ) IRMAH SAKTI SULYANI


for and on behalf of )

5
6

PT. BANYURESMI MULIA ABADI ) DIRECTOR

Signed by ) MR. MUSTAFA KAMAL BIN MOHD TAIB


for and on behalf of )
MKMT GLOBAL VENTURES SDN BHD ) GROUP CHIEF EXECUTIVE OFFICER

Signed by )
for and on behalf of ) TI LIAN ENG
PT. MKMT INDONESIA UTAMA ) DIRECTOR

in the presence of:-


Signed by )
for and on behalf of )
)

You might also like