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[on letterhead of PT ]

CIRCULAR RESOLUTION OF DIRECTORS PT. TBK. We, the undersigned, all member of the Board of Directors of PT. Tbk., a public company with limited liability duly established and existing under the laws of the Republic of Indonesia, domicile in , (hereinafter referred to as the Company), hereby first state that: a. The Company has established for (i) the issuance of US$110,000,000 10.75% Senior Secured Notes due 2011 (Existing Notes) pursuant to the terms and conditions of the existing Indenture dated 17 October 2006; and (ii) the issuance of US$50,000,000 10.75% Senior Secured Notes due 2011 (New Notes) pursuant to the terms and conditions of the supplement to the Existing Indenture (First Supplemental Indenture) which will be signed among the parties of the Existing Indenture (the Existing Notes together with the New Notes, collectively the Notes). b. In view of the issuance of the New Notes, the Company shall: (i) sign the supplement to the Existing Indenture (First Supplemental Indenture) (the Supplement to the Existing Indenture); and (ii) sign the transaction documents related thereto including but not limited to the documents listed in Schedule A of this Resolutions. c. Capitalized terms used herein shall have the meanings set out in the Indenture. In accordance Article 13 paragraph 13 of Article of Association of the Company, the Board of Directors may also adopt valid resolutions without convening a Meeting of the Board of Directors which resolution shall have the same effect as resolutions validly adopted in the Board of Directors Meeting, provided that all members of the Board of Directors have been given written notices thereof and all members of the Board of Directors have granted their approvals in writing to the submitted proposal and sign such approvals. The Board of Directors of the Company understand that having had exercised due care, diligence and skill that reasonable prudent person would exercise in comparable circumstances and being of the opinion that the entering into of, and the transaction contemplated by, the documents and the performance by the Company of its obligations under the documents listed in Schedule A of this

Resolutions are in the best interests and will be of benefit to the Company, hereby further state that all the member of the Board of Directors has been notified with written notices regarding all the matters above and all the member of the Board of Directors has given their approval related to such matters. The Board of Directors hereby unanimously agrees to APPROVE and RESOLVE the following resolutions pursuant to Article 13 paragraph 13 of Article of Association of the Company: a. to borrow money in the maximum aggregate amount of US$ 50,500,000 from for the purpose as to be described in the Preliminary Offering Circular and Offering Circular detailed in Schedule A of this Resolution, i.e. for acquiring additional assets through investment in companies owning plantations and land with may be developed into plantations and/or plantation land, and for capital expenditures relating to such acquired assets as to implement purpose and objective of the Company; and (i) to sign the Supplement to the Existing Indenture (First Supplemental Indenture); and (ii) to sign the transaction documents related thereto including but not limited to the documents listed in Schedule A of this Resolutions.

b.

Further to implement these resolutions, particularly for the borrowing money referred to in point a. above, the Board of Directors will process the obtaining of the approval as required by the articles of association of the Company; and the Board of Directors hereby agree to approve and resolve to carry out all necessary things in relation to the implementation of the resolutions including to sign any required document(s) or letters, in the framework of the implementation of the resolutions herein with due observance to the provisions of the articles of association of the Company. This Resolution shall be effective as of the date of the execution of this Resolution by all members of the Companys Directors. IN WITNESS WHEREOF, the undersigned, representing all members of Directors of the Company, have indicated to this Resolution by affixing each of their signatures below.

Stamp duty Rp. 6,000 By : ________________________ By : ________________________

Name: Name: Title : President Director Title : Director Date : [To be dated BEFORE the date of Date : [To be dated BEFORE the date of The Circular Resolution of BOC The Circular Resolution of BOC and BOC Approval] and BOC Approval]

By : ________________________ By : ________________________ Name: Name: Title : Director Title : Director Date : [To be dated BEFORE the date of Date : [To be dated BEFORE the date of The Circular Resolution of BOC The Circular Resolution of BOC and BOC Approval] and BOC Approval]

By : Name: Title : Date :

________________________

Director [To be dated before the date of The Circular Resolution of BOC and BOC Approval]