POWER OF ATTORNEY TO SELL SHARES

DEED OF POWER OF ATTORNEY TO SELL SHARES

Number: [*]
-On this day,
-Appeared before me, [*], Sarjana Hukum, Notary in Jakarta, in the presence of
witnesses, known to me, Notary and whose names will be mentioned at the end of this
deed: ----------------------------------------------------
1. Mr. [*], residing in [*], being the holder of Identity Card (KTP) No.[*],
according to his statement in this matter acting herein in his capacity as [*] of
and as such for and on behalf of PT [*], a company duly established and
existing under the laws of [*], having its office at [*] (the “ Grantor”);
and---------------------------------
2. Mr. [*], residing in [*], having his office at [*], being the holder of Identity
Card (KTP) No.[*], according to his statement in this matter acting herein in his
capacity as the attorney-in-fact by virtue of the Power of Attorney dated [*] and
as such for and on behalf of [*] BANK, JAKARTA BRANCH, which has its
office at [*], in this matter acting in its capacity as security agent for and on
behalf of the Finance Parties as defined in the Facility Agreement referred to
below (the “Attorney”). ---------------------------------------------
-The appearers acting in their abovementioned capacity hereby first declares:
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WHEREAS:
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A. By the Facility Agreement (as defined below), the Lender has granted to the
Grantor a credit facility in the aggregate principal amount of up to US$ [*],
upon the terms and conditions set out in the Facility Agreement.
-------------------------------------------------------------
B. The Grantor is the registered owner of the Existing Shares. -------------
C. The Grantor agrees to enter into this Deed of Power of Attorney to Sell Shares (the
”Deed”) to secure payment of the Secured Obligations (as defined below), upon the
terms and conditions as set out herein. -
NOW THEREFORE, it is agreed as follows: ----------------------------------------------
1.1 In this Deed (including the recitals), except to the extent that the context
otherwise requires, the following expressions shall have the following
meanings: -------------------------------------------------------------
“Additional Shares” means any additional shares in the capital of the
Company of which (i) the Grantor is the owner or is entitled to receive as a
result of its holding of the Existing Shares (including, without limitation, any
shares received by way of rights issue (i.e. shares acquired by the Grantor
through the exercise of such rights) or bonus issue or any warrant or option or
as a result of share split or other similar events which results in the Grantor
owning additional shares due (whether in part or whole) to its holding of the
Existing Shares), and/or (ii) the Grantor and the Attorney agree to make the
additional shares subject to this Deed from time to time;
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“Company” means PT [*], a limited liability company duly established and validly
existing under the laws of the Republic of Indonesia; ------------
“Event of Default” has the meaning given to it in the Facility Agreement;
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“Existing Shares” means [*] shares owned by the Grantor with the share
numbers [*] until [*] and included in the Collective Share Certificate number
[*], dated [*] and each having a par value of [*] ([*]), in the capital of the
Company; ---------------------------------------

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 “Facility Agreement” means up to US$ [*] facility agreement dated [*], made
between, among others, (i) the Grantor, as company, (ii) [*]Bank, [*]branch, as
lender, (iii) the companies listed in Schedule 1 (The Original Parties), as
original guarantors, and (iv) the Attorney, as security agent for and on behalf of
the Finance Parties (other than itself), which expression shall include any
variations and amendments thereto from time to time; ----------
“Finance Documents” has the meaning given to it in the Facility Agreement;
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“Finance Parties” has the meaning given to it in the Facility Agreement;
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“Lender” has the meaning given to it in the Facility Agreement; ----
“Obligors” has the meaning given to it in the Facility Agreement; -
“Parties” means the Grantor and the Attorney and a “Party” means either of
them; ---------------------------------------------------------------
“Secured Obligations” means all present and future obligations and liabilities
(whether principal, interest, fee, commission or otherwise) which are or at any
time may be or become due from or owing by the Obligors to the Finance
Parties, whether actually or contingently, or which the Obligors have
covenanted to pay or discharge to the Finance Parties, under or pursuant to the
Facility Agreement and/or the Finance Documents and/or any other documents
supplemental or ancillary thereto; and ----------------------
“Shares” means Existing Shares and Additional Shares. -----------------
1.2 Words and phrases defined in the Facility Agreement shall have the same
meanings in this Deed unless otherwise defined. -----------
1.3 In this Deed unless the context otherwise requires: -----------------------
(a) references to paragraph are to be construed as references to paragraph of
this Deed; ------------------------------------------------
(b) references to (or to any specified provision of) this Deed or any other
document shall be construed as references to this Deed, that provision or
that document as from time to time amended or supplemented;
----------------------------------------------
(c) references to any party in any such document shall include references to
such party’s successors and permitted assigns;
(d) words importing the plural shall include the singular and vice versa;
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(e) where any matter requires the approval or consent of the Attorney such
approval or consent shall not be deemed to have been given unless the
approval or consent is given in writing; where any matter is required to
be acceptable to the Attorney, the Attorney shall not be deemed to have
accepted such matter unless its acceptance is communicated in writing;
the Attorney shall give or withhold its consent, approval or acceptance in
accordance with the provisions of the Facility Agreement;
and-----------------------
(f) a certificate by the Attorney as to any amount due or calculation made
hereunder with reasonable details of the computation of such amount
(which should include certified true copies of the computation from the
Attorney of the amount due) shall be conclusive except for manifest
error. --
2. In order to secure the prompt payment when due (whether at stated maturity, by
acceleration, or otherwise) of all Secured Obligations, the Grantor hereby
grants an irrevocable power and authority to the Attorney, with right of
substitution and with the right to revoke any substitution granted at any time
and to make any further substitution as the Attorney considers appropriate, to

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 sell and transfer or otherwise surrender upon the occurrence of an Event of
Default and at any time thereafter: -------------------------------
(a) the Existing Shares; and---------------------------------------------------------
(b) the Additional Shares, ----------------------------------------------------------
in the name and on behalf of the Grantor by private sale or under hand and at such
price and on such conditions as deemed appropriate by the Attorney to any person,
subject however in any case to the provisions of applicable mandatory laws and
regulations.
3. The power of attorney referred to above is granted subject to the terms and
conditions of the Facility Agreement and the following additional terms:
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3.2 This Deed is made and effective on the date hereof. -----------
3.2 For the purpose referred to above, the Attorney is authorised from time
to time to appear before the competent authorities, any notary, or other
party, to prepare, sign and deliver all letters, agreements, deeds, deeds of
transfer, requests, applications, reports, forms and all other documents
whatsoever, to negotiate, determine and enter into contracts in whatever
form concerning or in connection with the sale, transfer or surrender of
the Shares, to give all information, and to do and carry out all other
actions or deeds whatsoever which in the opinion of the Attorney in its
sole discretion are necessary or desirable concerning or in connection
with the Shares. All duties, registration fees, notarial fees, legal fees and
disbursements, expenses and stamp duties payable in connection with
any actions taken by the Attorney under this paragraph 3.2 shall be for
the account of and shall be borne by the Grantor and/or reimbursed out
of the sale proceeds. ----------------------------------
3.3 The Grantor hereby represents and warrants to the Attorney that:
(a) the Grantor has not pledged, assigned or otherwise encumbered
and will not sell, pledge, assign or otherwise encumber and will
not agree, conditionally or unconditionally, to sell, pledge, assign
or otherwise encumber the Existing Shares and the Additional
Shares at any time prior to performance in full of the Secured
Obligations other than in favour of the Attorney for and on behalf
of the Finance Parties under the Finance Documents;
--------------------------
(b) the Grantor is the legal owner of the Existing Shares (in the case
of Additional Shares, the Grantor will be the legal owner of such
Additional Shares) and has full power and authority to subject the
Shares to this Deed;
(c) each of the Grantor and the Company is a company duly
incorporated and validly existing under the laws of the place of
incorporation; ------------------------------------
(d) the Grantor has the power to own its assets and carry on its
business as it is being conducted; ----------------------
(e) the Grantor has the power to enter into, perform and comply with
this Deed; ----------------------------------------------
(f) all authorisations, approvals, consents, required or desirable
required including under the laws of the Republic of Indonesia,
any agreement to which the Grantor is a party, or the
constitutional documents of the Grantor, to authorise the entry into
by the Grantor of this Deed and the performance by the Grantor of
its obligations under this Deed have been taken and are in full
force and effect; ----------------------------------------------

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 (g) the Existing Shares have (and the Additional Shares when they are
subject to this Deed) been duly authorized and validly issued, are fully
paid and non assessable, and none of such Existing Shares (and the
Additional Shares when they are subject to this Deed) were issued in
violation of any pre-emptive of similar rights; ---------------------
(h) the Existing Shares (and the Additional Shares when they are
subject to this Deed) are not the subject of and are not involved in
any dispute or legal action of any nature whatsoever;
---------------------------------------------
(i) whilst the Secured Obligations remain outstanding the Grantor is not,
and will not, become a party to or otherwise bound by any agreement,
other than the Finance Documents, which restricts in any manner the
rights of any present or future holder of any of the Shares; -
(j) the execution and performance by the Grantor of this Deed and the
compliance with the terms hereof by the Grantor have been duly
authorized and that upon due execution and delivery of this Deed,
this Deed will constitute a valid, binding and enforceable
obligation of the Grantor, subject to generally applicable
principles of insolvency, liquidation and other similar laws
affecting creditors’ rights generally, and will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under any mortgage or other agreement or
instrument to which it is a party or by which it or any of its
properties is bound, or infringe any existing applicable law, rule,
regulation, judgment, order or decree of any government,
governmental body or court, domestic or foreign, having
jurisdiction over it or its properties; --------------------
(k) no registration or filing with any governmental body, agency or
official is required in connection with the execution or delivery of
this Deed or necessary for the validity or enforceability hereof;
---------------------------------
(l) the Grantor has not performed or will not perform any act which
would prevent the Attorney from enforcing any of the terms and
conditions of this Deed or which would limit the Attorney in such
enforcement; -------------
(m) no bankruptcy, liquidation, suspension of payment or receivership
proceedings (howsoever described) have been commenced or
threatened against the Grantor;
(n) no litigation, arbitration or administrative proceedings are current or
pending or threatened nor are there any writs or any order of any nature
issued by any court, board of arbitration, governmental authority,
commission or official against or affecting the Grantor or on the ability of
the Grantor to perform its obligation under this Deed; ---------------
(o) all information heretofore, herein or hereafter provided to the
Attorney or the Finance Parties by or on behalf of the Grantor
with respect to this Deed are true and correct in all respects;
-----------------------------------------------
(p) unless a representation and warranty is expressed to be given at a
specific date, each of the above representations and warranties is
deemed to be repeated by the Grantor on each date so long as the
Secured Obligations are outstanding; and-------------------
(q) when a representation and warranty is repeated, it is applied to the
circumstances existing at the time of repetition.
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3.4 The Grantor hereby irrevocably waives any and all claims it may have against the
Attorney (or any of its agents or representatives) arising out of or in connection
with the existence or enforcement of this power of attorney provided that nothing
in this Deed (including this paragraph) shall exempt the Attorney, its agents or
representatives from or indemnify any of them against any liability which by
virtue of any rule of law would otherwise attach to any of them in respect of any
gross negligence or other willful misconduct of which any of them may be guilty
in connection with the enforcement or exercise of the Attorney’s rights or the
performance of the Attorney’s duties under this Deed.
----------------------------------------
3.5 The Attorney has the right to make payment to satisfy the Secured
Obligations from the proceeds of sale or other disposition of the Shares.
---------------------------------------------------------
3.6 All proceeds of any sale or other disposition of the Shares shall be applied in the
manner and order set out in the Facility Agreement. -
3.7 The Grantor will from time to time at the written request of the Attorney do
all such things and execute all such documents in accordance with the
applicable laws and regulations in Indonesia as the Attorney may reasonably
consider necessary for giving full effect to this Deed.
----------------------------------------------
3.8 Any and all costs and expenses (including notaries' fees and legal fees and
disbursements) incurred with respect to the securing or protecting of any of the
rights, powers, authorities and discretions of the Attorney under this Deed
(including costs associated with any sale, transfer or appropriation of any or all of
the Shares in accordance with paragraph 3.6 hereof), shall be for the account of
and shall be paid or reimbursed by the Grantor. If the Grantor does not make such
payment, the Attorney may (but is not obliged to) make payment of such costs or
expenses and the Grantor shall promptly reimburse the Attorney for such amounts
and if such amounts are not so reimbursed, they will be added to and included as
part of the Secured Obligations. ------------------------------------------------
3.9 The Grantor agrees to ratify and confirm all acts lawfully performed by the
Attorney or its duly appointed representatives or substitute while acting or
purporting to act as the Grantor’s attorney-in-fact hereunder. The rights and
powers created under this Deed: ------------
(a) is in addition to and is not in any way prejudiced or affected by any
collateral or other security, judgment or order or any lien provided under
the Finance Documents to which the Attorney may be otherwise entitled
nor is the liability of an Obligors for all or any part of the Secured
Obligations in any way satisfied, prejudice or affected by this Deed;
and------------
(b) shall be automatically reinstated if, for any reason, any payment by or
on behalf of the Obligors or any other person under the Finance
Documents or any of the securities required thereunder and granted by
the Grantor in respect thereof shall be rescinded or must otherwise be
restored, whether as a result of any proceedings in bankruptcy or
reorganization or the like or otherwise. --------
3.11 This Deed forms an integral part of the Finance Documents without which
the Finance Documents would not have been entered into nor would any
advance be made by the Lenders to the Grantor. Rights, powers, authorities
and discretions conferred upon the Attorney by the Grantor in this Deed are
therefore irrevocable for so long as any of the Secured Obligations remain to
be discharged, and or as long as this Deed is not mutually terminated by the
Grantor and the Attorney and the rights, powers, authorities and discretions
so conferred shall not terminate by reason of any of the occurrences

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 mentioned in Articles 1813, 1814 and 1816 of the Indonesian Civil Code or
for any other reason whatsoever. --------
The rights, powers and remedies granted to the Attorney hereunder are
cumulative and not exclusive of any other rights, powers or remedies which
the Attorney may have under law or any other agreements.
-----------------------------------------------------------
3.12 The Grantor shall defend, indemnify and save harmless the Attorney and
every nominee, custodian, agent, representative, correspondent or attorney
appointed by the Attorney against all losses, liabilities, damages, costs and
expenses incurred by it or any of them in the execution or performance of the
terms and conditions hereof and against all actions, proceedings, claims,
demands, costs, charges and expenses which may be incurred, sustained or
arise in respect of the non-performance or non-observance of any of the
undertakings and agreements on the part of the Grantor herein contained or in
respect of any matter or thing done or omitted relating in any way whatsoever
to this Deed. The indemnity in this paragraph constitutes a separate and
independent obligation (as meant by or in accordance with Article 1316 of
the Indonesian Civil Code) from the other obligations in this Deed, shall give
rise to a separate and independent cause of action, shall apply irrespective of
any indulgence granted by the Attorney and shall continue in full force and
effect despite any judgement, order, claim or proof for a liquidated amount in
respect of any sum due under this Deed or any other judgement or order.
-------
3.13 No Failure by the Attorney to exercise any or all of its rights hereunder, or
any partial exercise thereof, shall not be or be construed as a waiver of such
rights, and the Attorney may at any time, exercise any or all of the rights,
powers, authorities and discretions granted hereunder or by law without
having to wait for the occurrence or re-occurrence of another or similar event
which gives rise to such rights. ----------------------------------------
3.14 Subject to the provisions hereof, this Deed and all the terms and conditions
herein shall be binding upon and inure to the benefit of the Parties and their
respective legal representatives, successors and assigns (if any). The
Attorney may assign and transfer all or part of its rights or its obligations
under this Deed to any party or parties without any approval from the
Grantor. Any such assignee or transferee shall be and be treated as a party
for all purposes of this Deed and shall be entitled to the full benefit of this
Deed to the same extent as if it were an original party in respect of the rights
and obligations assigned or transferred to it. The Grantor shall not transfer,
assign or otherwise dispose of any of its rights or obligations under in this
Deed without the prior written approval from the Attorney. --------
3.15 In order to comply with Law No. 24 of 2009 on National Flag, Language,
Emblem and Anthem, this Deed has been made in Bahasa Indonesia language.
The English version of this Deed has been prepared and attached in the Annexure
of this Deed. Both the Bahasa Indonesian and English versions are valid, however
in the event of any inconsistency between the Bahasa Indonesia and English
language versions, the English language version shall prevail.
3.16 This Deed shall be governed by and interpreted in accordance with the laws
of the Republic of Indonesia. For the implementation of this Deed and all its
consequences, the Grantor hereto hereby elects general and permanent
domicile at the Registrar's Office at the District Court in [*] (Kantor Panitera
Pengadilan Negeri [*]).-----------------------------------------------
Without limiting the foregoing, the Grantor further agrees that the Attorney
may at its option submit any dispute which may arise in connection with this
Deed to any District Court in [Jakarta] or to the District Court where the

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 Grantor’s Deed of Establishment is registered or to any court in Indonesia or
any other country having jurisdiction over the Grantor's property. The
Grantor irrevocably waives any immunity to which it or its property may at
any time be or become entitled, whether characterized as sovereign immunity
or otherwise, from any set-off or legal action in anywhere, including
immunity from service of process, immunity from jurisdiction of any court or
tribunal, and immunity of any of its property from attachment prior to
judgment or from execution of a judgment. -----------------------------
FINALLY, the appearers acting in their respective abovementioned capacities
irrevocably declare: ----------------------------------------------------------
(a) that with the granting of this irrevocable power of attorney by the Grantor to the
Attorney, the Grantor no longer has the right to appoint any other person as its
attorney to sell, transfer or surrender the Shares in whatsoever manner to any other
person and the Grantor hereby expressly waives all its rights to sell, transfer, secure
or surrender the Shares in whatsoever manner and to whomsoever; ------
(b) that the Grantor agrees and accepts the contents of this irrevocable power of
attorney and the Grantor hereby also declares that it takes full responsibility for
the orderly implementation of all and each duty and obligation of the Grantor to
the Attorney which is contained in this Deed and in any deed of transfer of the
Shares; and---------------------------------------
(c) that the Attorney hereby acknowledges the contents of this irrevocable power
of attorney as stated above and accepts the rights, powers, authorities and
discretions of the Attorney as set out in this Deed.
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------------------------------------------IN WITNESS
WHEREOF--------------------------------
This Deed has been drafted and executed, read and duly signed in [*], on the day and date
mentioned in the preamble of this Deed, in the presence of [*] and [*], both assistants of the
notary and residing in [*], as witnesses. ---
This Deed having been duly read out by me, Notary, to the appearers and witnesses,
was signed immediately by the appearers, witnesses and me, notary.
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[NOTARY IN JAKARTA]

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