- 73 - C.
Placement Facility Agreement
In June 2006, SMI entered into a placement facility agreement with RPU. Based on this agreement, RPU owns and operates a terminal in Merak, Banten together with its jetty to load and unload fuel oil and chemicals material
from and to the ship “Terminal”, and RPU agreed to provide a placement facility at such Terminal to SMI. This agreement is valid from 1 January 2006 until 31 December 2021, after which it
will be automatically extended by successive period of one year, unless terminated by one of the parties with a written notice to another party at least 3 years prior to the termination of the extension of this agreement.
SMI A.
Sub Lease Agreement
On 1 October 2012, the Company entered into sub-lease agreement with SMI, one of its Subsidiaries. Pursuant to the agreement, the Company intends to sub-lease certain areas of its office to SMI, which are located in i Wisma Barito Pacific Tower A, 7th Floor, ii Wisma
Barito Pacific Tower A, 2nd Floor, and iii Wisma Barito Pacific Tower B, 2nd Floor. The agreement is valid from 1 October 2012 until 1 September 2013. On 1 September 2013, the agreement will be automatically extended for 1 year, unless terminated by no less than three
months notice prior to the termination of the agreement. SMI pays the Company an agreed lease rate based upon the area leased by SMI and overtime cost, if any.
B. Ethylene Sale and Purchase Agreement
On 2 January 2013, the Company entered into an ethylene sale and purchase agreement with SMI, whereby the Company would sell ethylene to SMI to meet SMI
’s demand for 7 months from 1 June 2013 until 31 December 2013 with total quantity which is proportionally divided monthly, i.e. for Train 1 in the amount of 3,000 MT per month and for Train 2 in the amount of 6,000 MT per month. SMI shall pay
in accordance with the agreed formula and the payment shall be done in US Dollar. Either party may terminate the agreement by sending notifying another party in writing in the event that such another party does not perform its obligations under this agreement.
PBI A.
Sub Lease Agreement
On 7January 2013, the Company entered into sub-lease agreement with PBI, one of its Subsidiares. Pursuant to the agreement, the Company intends to sub-lease its office at Wisma Barito Pacific Tower A, 7th Floor, to PBI. The agreement is valid until 7 July 2013. On 11
June 2013, this agreement has been extended until 6 January 2014. PBI pays the Company an agreed lease rate based upon the area leased by PBI and an overtime cost, if any.
B. Land Rental Agreement
On 27 December 2011, the Company entered into a land rental agreement with PBI. According to the agreement, the Company will rent and gi
ve rights to PBI to utilize the Company’s land to construct PBI’s butadiene plant. The total area rented by PBI is 40,000 m
2
and located at Jl. Raya Anyer KM 123, Ciwandan, Gunung Sugih, Cilegon, Banten. This rental agreement is valid until 27 December 2021.
C. Intercompany Loan Agreement
On 25 January 2012, the Company entered into an intercompany loan agreement with PBI, whereby the Company provides loan to PBI in the total of US120,000,000. Such loan will be used by PBI for its C4 Derivative project, including for construction of Butadiene extraction
plant and Butene-1 extraction plant in Cilegon, Banten, Indonesia. The loan can be drawn in either US dollars or Rupiah tranches and provides for floating interest rates that are calculated using LIBOR and JIBOR, respectively, in addition to the applicable margin of 4.8 per
annum, depending on the drawdown currency. The loan shall be repaid in 12 semi-annual installments. On 19 November 2012, such agreement has been amended whereby the loan shall be repaid in 12 semi-annual installments commencing from 21 November 2013.
D. Crude C4 Sale and Purchase Agreement
On 1 July 2013, the Company entered into a Crude C4 sale and purchase agreement with PBI, whereby the Company agreed to sell Crude C4 to PBI. This agreement is valid since 1 July 2013 until 31 December 2013. The Parties agreed that the sell and purchase price is
calculated in US Dollar based on certain formula and the price may be amended from time to time as agreed by both parties. The Parties may terminate this agreement with prior written notice to another party in the event that such another party breached this agreement.
SRI A.
Butadiene Sale and Purchase Agreement
On 17 June 2013, PBI entered into a butadiene sale and purchase agreement with SRI, whereby PBI will sell andor supply butadiene to SRI in non exclusive basis. This agreement would continue to be valid unless terminated by the parties based on agreement thereof.
Based on this agreement, SRI has a priority right to purchase butadiene from PBI until the production demand of SRI is met. In another hand, SRI is not permitted to resell butadiene which is supplied by PBI to other parties without written approval from PBI. Both parties
agreed that butadiene price per MT would be calculated in US Dollar with certain agreed formula based on market price.
- 74 - B.
Styrene Monomer Sale and Purchase Agreement
On 17 June 2013, SMI entered into a styrene monomer sale and purchase agreement with SRI, whereby SMI will sell andor supply styrene monomer in non exclusive basis to SRI. The Agreement would continue to be valid unless terminated by the parties or if joint
venture agreement by and between PBI and Michelin terminates. SRI has a priority right to purchase styrene monomer from SMI until the production demand of SRI is met. Both parties agreed that the product price per MT would be calculated in US Dollar with certain agreed
formula based on market price.
C. Sub Lease Agreement
On 1 April 2013, The Company entered into a sublease agreement with SRI. Based on this agreement, the Company intends to sublease its office which is located at Wisma Barito Pacific Tower A, 7
th
floor to SRI. This agreement is valid since 1 April 2013 until 31 March 2014 and will be extended automatically for a succesive period of one year continuously, unless terminated by the parties with at least 1 month
notice prior to the termination of this agreement. SRI pays the Company an agreed lease rate based upon the area leased by SRI and an overtime cost, if any.
D. Joint Utilization of Utility and Facility Service Agreement
On 17 June 2013, the Company, PBI and SRI entered into a joint utilization of utility and facility service agreement, whereby the Company and PBI will share facility and provide services for SRI to support its business activities and operations, consists of among others, HP
Steam, jetty and storage tank, waste disposal, infrastructure access, and others. This agreement would continue to be valid unless it is terminated by parties upon agreement of both parties. Upon such facility and service, SRI would pay in US Dollar based on certain formula
calculated for each facilities and services.
E. Condition Sales and Purchase Agreement of Land
On 17 June 2013, the Company entered into a conditional sales and purchase agreement of land with SRI whereby the Company agreed to deliver and transfer part of its land located in Gunung Sugih, Ciwanda, Cilegon, Banten to SRI with a price of US 2.000.000 per
hectare. This sales and purchase of land shall be completed no later than 31 July 2014. This agreement may be terminated by SRI in the event that the Company fails to deliver the concession over the land to SRI at the latest on 31 January 2014 and the execution of the deed
of sales and purchase agreement of land at the latest on 31 January 2014.
All material transactions with parties which have an affiliation relationship will be conducted in arm’s lengths basis and will have the same terms
and conditions applied in the event that such transaction is conducted with a third party.
12. Importannt Agreements and Contractual Arrangement with Third Party
Credit Facility Agreements a.
PT Bank Negara Indonesia Persero Tbk. “BNI”
On 17 March 2008, the Company obtained Import LC facility from BNI consisting of Sight LC, Usance LC and Trust Receipt Post Financing and with maximum credit limit of US15,000,000. This facility is secured with inventories and accounts receivables on paripassu
with credit facilities from other banks. On 18 March 2013, the facility was extended until 16 March 2014. Interest under the facility is calculated based on interest rate applied in BNI, except for Trust Receipt Post Financing with an interest calculated based on 3 months
SIBOR in addition to the applicable margin of 3.75 per annum. The term of facility contains cer
tain limitations that require BNI’s approval prior or upon the Company i invests with a project cost more than US10,000,000, ii obtains credit facilities from BNI or other financial
institutions, and iii changes the composition of its Board of Directors and majority shareholders. b.
PT Bank Danamon Indonesia Tbk. “Danamon”
On 28 August 2007, the Company obtained Omnibus Trade Finance facility from Danamon, consisting of SightUsance Import LC, SightUsance Local LC, Trust Receipt, Open Account Financing, Standby LC and Shipping Guarantee and with maximum credit limit of
US47,000,000. On 28 September 2012, the facilities were extended until 28 September 2013. The Trust Receipt Facility and Open Account Financing Facility provide for interest rate which is calculated based on the applicable one month Cost of Fund in Danamon in
addition to a margin of 3.50 per annum. The term of facility contains certain limitations that restrict certain amendment to
the Company’s Articles of Association, financing activities and certain corporate actions, such as merger, consolidation and dissolution without prior written
approval of Danamon. This facility is secured with inventories and accounts receivables on paripassu with credit facilities from other banks. c.
PT Bank DBS Indonesia “DBSI”
On 28 October 2009, the Company obtained Import LC and Local LC Facilities with maximum credit limit of US65,000,000. The facilities is valid until 27 October 2013. The facilities provides for interest rate which is calculated based on SIBOR in addition to a margin of 1.50
per annum. The terms of the facility contain certain limitations that restrict any provision of security and guarantee, change in capital structure, material alteration in business activities, and financing activities without prior written approval of DBSI. This facility is secured with
inventories and accounts receivables on paripassu with credit facilities from other banks.
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d. DBS Bank Ltd. “DBS”
In April 2006, the Company obtained a Trade Finance Facility and Revolving Credit Facility from DBS amounted to US142,000,000 and US25,000,000, respectively. These facilities were extended until November 2013. The facilities provides for floating interest rate which is
calculated based on SIBOR in addition to a margin of 2.75 per annum. The terms of the facility contain certain limitations that restrict any provision of security and guarantee, disposal of assets, amendment to the Company’s Articles of Association, and corporate restructuring
activities without prior written approval of DBS. This facility is secured with inventories and accounts receivables on paripassu with credit facilities from other banks.
e.
The Hongkong and Shanghai Banking Corporation Limited “HSBC”
On 30 June 2010, the Company and SMI entered into Corporate Facility Agreement with HSBC, which has been amended several times with last amendment with Corporate Facility Agreement dated 26 June 2013. The facility consists of import facility and guarantee issuance
with combined limit of US148,000,000. These facilities were extended until 30 June 2014. The terms of the facility contain certain obligations that require the Company to notify HSBC prior to obtaining new credit facilities, altering the composition of the Board of
Directors, Board of Commissioners, shareholding composition, and amending its Articles of Association. This facility is secured with inventories and accounts receivables on paripassu with credit facilities from other banks.
f.
PT Bank Central Asia Tbk. “BCA”
In December 2004, the Company entered into a credit agreement with BCA with a credit limit of US26,000,000. In 2012, this facility was amended to include issuance of Usance Payable at Sight LC and Usance Payable at Usance LC facilities and to increase the credit limit
into US50,000,000. The facility has been extended until 27 October 2013. This facility is secured with inventories and accounts receivables on paripassu with credit facilities from other banks.
g.
Up To US150 million Term Loan Facility Agreement
The Company has entered into an up to US150 million term loan facility agreement dated 21 November 2011 as amended and restated with the amendment and restated agreement dated 3 October 2012 which is entered into by and between i the Company as the Debtor,
ii PBI, SMI, and Altus as Guarantors, iii DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank, as Joint Bookrunners, iv DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered
Bank, PT Bank Danamon Indonesia Tbk., PT Bank DBS Indonesia, as Mandated Lead Arrangers, v DBS Bank Ltd., PT Bank Danamon Indonesia Tbk., PT Bank DBS Indonesia, Standard Chartered Bank, Singapore branch and The Hongkong and Shanghai Banking
Corporation Limited, Jakarta branch, as the Creditors, vi PT Bank DBS Indonesia, as the facility agent, and vii DB Trustees Hong Kong Limited, as the Security Agent.
This facility is used by the Company to finance the expenditure in relation to i construction of butadiene extraction plant of 100,000 MT and butene-1 extraction plant of 27,500 MT, and ii construction of import terminal for liquefied petroleum gas
– LPG with capacity of 2 x 40,000 MT, both are located in Cilegon, Banten, Indonesia. The term loan facility bears an interest rate which is calculated based on
LIBOR in addition to a margin ranging between 4.35 to 4.80 per annum and is due to be repaid 84 months since 21 November 2011. The payment of the term loan facility is conducted within 12 semi-annual installment commencing from the 18
th
month from 21 November 2011.
This facility is secured with, among others: i fiducia security on insurance claim, ii fiducia security on movable assets, iii land mortgage, iv
pledge over the Company’s bank account, v assignment of intercompany loan, and vi pledge over the Company’s shares in PBI and Altus. Such securites is given on pari passu with the US220 million single currency term facility agreement dated 29 September 2012.
This facility agreement also contains certain limitation to the business activities, funding activities and corporate actions such as negative pledge, asset disposal, merger or consolidation, changes of business activity and obtaining loan.
h. US220 million Single Currency Term Facility Agreement
The Company has entered into a US220 million single currency term facility agreement dated 29 September 2012 by and between: i the Company, as Debtor, ii PBI, SMI and Altus as Guarantors, iii Bangkok Bank Public Company Limited, Jakarta branch and The Siam
Commercial Bank Public Company Limited, as the Arrangers and Creditors and iv Bangkok Bank Public Company Limited, as Agent. The Facility is used by the Company to prepay i the
Company’s indebtedness to Altus whereby Altus give loan to the Company on the proceeds from the notes issuance and ii part of the facility under up to US150 million term loan facility agreement dated 21 November
2011. This loan bears an interest rate that are calculated using LIBOR, in addition to the applicable margin of 4.10 per annum and is due to be repaid within 7 years since and including 29 September 2012. This facility shall be repaid in 11 semi-annual installments commencing
from the 18
th
months since 29 September 2012. This facility is secured with, among others: i fiducia security on insurance claim, ii fiduciary securities on movable assets, iii land
mortgage, iv pledge over the Company’s bank account, v assignment of intercompany loan, and vi pledge over Company’s shares in
PBI and Altus. Such securities is given on pari passu with the up to US150 million term loan facility agreement dated 21 November 2011.
