130
No. Subject
Description
l. Selling or pledging the company’s assets financed by the Bank andor assets
pledged as collateral to the Bank. m.
Binding itself as a guarantor, pledging assets that have been pledged as collateral by Intertrend to the Bank to any other parties in any forms and intentions
whatsoever. n.
Pledging or in any other way charging an encumbrance to the company’s shares to any other parties.
o. Changing its business line;
p. Opening any new business that is not related to the existing business.
q. Liquidating the company and filing a petition for bankruptcy.
r. Conducting inter-financing among its business group, unless in the course of
improving the group’s business and financial performance. s.
Entering into non-arm’s length agreements and transactions, including but not limited to:
q. Entering into or canceling contracts or agreements that may have significant
impact on Intertrend with other parties andor affiliates, which may affect Intertrend’s business activities.
r. Entering into any cooperation that may have negative impact on Intertrend’s
business activities and threaten Intertrend as a going concern. s.
Entering into any transaction with other parties, whether an individual or an entity, including but not limited to its affiliated companies, in a manner that is not
consistent with fair and common practices, and conducting procurement at a higher price and sales at a lower price compared to the market price.
t. Handing over or transferring all or a portion of Intertrend’s rights and obligation that
arise from the Credit Agreements andor Collateral documents to other parties. Unilateral Termination
NA Governing Laws
Laws of the Republic of Indonesia Dispute Settlement
Central Jakarta District Court 4.
Title of Agreement Credit Offer Letter No. 0137CCB-ROICBCIX2016 dated September 7, 2016.
The Parties 1. PT Bank ICBC Indonesia the Bank; and
2. Intertrend the Debtor.
Object of the Agreement
Non-LC pre-export financing facility The Principal and
Interest of the Credit Facility
USD2,500,000 Subject to an interest rate of 5.8 per annum
Term and Extension September 26, 2016 up to September 26, 2017
Collateral -
FTO guarantee on current and future inventories with a total value of USD1,000,000.-
- FTO guarantee on current and future trade receivables with a total value of
USD3,125,000.- Assignment
NA Covenants and
Encumbrances Events requiring written notification to the Bank no later than 30 days after the occurrence
of such events are as follows: -
Receiving additional loans from third parties; -
All forms of dividend payments; -
Changing the form of legal entity, making amendments to the Articles of Association, changing the compositions of the Board of Commissioners and the
Board of Directors; -
Disposing of substantial assets, if such disposal exceeds 20.0 of total assets. -
Changing the shareholder composition. Events requiring written approval from the Bank are as follows:
- Granting loans or guarantees to other parties.
131
No. Subject
Description
- Conducting a consolidation, merger, or acquisition or making new investments or
placements of equity in other businesses. -
Changing its line of business and business activities Unilateral Termination
NA Governing Laws
Laws of the Republic of Indonesia Dispute Settlement
NA 5.
Title of Agreement Credit Facility Agreement No. 939MAMHZ1216 dated December 15, 2016, privately
arranged and duly stamped. The Parties
i. WII; and
ii. PT Bank Mizuho Indonesia the Bank
Object of the Agreement
Pursuant to the WII Credit Agreement, WII obtained an Uncommitted Revolving Credit Facility the Revolving Credit Facility.
The purpose of the Revolving Credit Facility is to finance WII’s working capital. The Principal and
Interest of the Credit Facility
Revolving Credit Facility Principal Amount US2,000,000.
Interest Rate of the Revolving Credit Facility 0.8 per annum.
Term and Extension The availability period of the Revolving Credit Facility commences from December 15,
2016, up to December 15, 2017. Collateral
The Revolving Credit Facility is secured by letters of guarantee or other letters issued by Wood One International Ltd, all of which shall be in the form of original documents legally
and duly signed. Such letters of guarantee shall be unconditional and irrevocable and prepared in the form approved by the Bank.
Assignment NA
Covenants and Encumbrances
WII agrees that as long as WII has outstanding loans that must be paid to the Bank pursuant to the Revolving Credit Facility Agreement, and for as long as the Revolving
Credit Facility Agreement is valid, WII is prohibited from conducting any of the following without prior written consent from the Bank:
a. Allowing WII’s shares to be pledged, sold, transferred, collateralized, or
encumbered in any way whatsoever; b.
Changing WII’s structure or legal status; c.
Liquidating WII’s current company structure applicable to carry out its business activities, or undertaking any steps for the purpose of causing bankruptcy, placing
WII under custodianship, suspending debt payment obligations imposing moratoriums, undergoing dissolution, liquidation, or settlement, or other similar
actions related to WII;
d. Changing its shareholder composition; and
e. Making significant change to WII’s business since the signing date of this Revolving
Credit Facility Agreement. Unilateral Termination
NA Governing Laws
Laws of the Republic of Indonesia Dispute Settlement
Central Jakarta District Court 6.
Title of Agreement Financing Approval Letter No. BS.02.03PBS092016 dated September 7, 2016
The Parties a.
Exim; and b.
Intera the Debtor
Object of the Agreement
Transactional Export Working Capital Facility, sub-limit of Export Bill Negotiation Facilities The Principal and
Interest of the Credit Facility
Rp60,000,000,000 Interest: 10.00 per annum.
Term and Extension The term of the Facility is 1 year since the signing date of the credit facility.
Collateral a.
Fiduciary lien on all Intera’s inventories with a collateral value of
132
No. Subject
Description
Rp36,100,000,000.- b.
Fiduciary lien on all Intera’s third party trade receivables with a collateral value of Rp5,700,000,000.-
c. A mortgage right amounting to Rp9,930,000,000.- on Intera’s HGB Certificate No.
10, 12, 55, 86, and 102, located in Jl. Raya Bojonegoro, Jombang KM. 11. d.
Fiduciary lien on existing machinery and equipment, i.e. the machinery and equipment owned by Intera with a collateral value of Rp6,900,000,000.
Assignment NA
Covenants and Encumbrances
Among others: a.
Conducting mergers, acquisitions and sales or releases of rights over the Debtor’s assets, except in the normal course of business.
b. Selling or transferring in any way whatsoever or releasing a portion of or all of the
Debtor’s assets, except in the Debtor’s normal course of business. c.
Distributing dividends may be allowed, however, the Debtor is required to submit a written notification to the creditor by no later than 14 days subsequent to the
dividend distributor, provided that the Debtor generates profit and has no installment and interest arrears to the creditor during the respective fiscal period.
d. Changing the Debtor’s shareholder and management compositions.
Unilateral Termination NA
Governing Laws Laws of the Republic of Indonesia
Dispute Settlement NA
The Group has also obtained the necessary waivers in relation to the negative covenants on dividend distributions and the implementation of the Initial Public Offering as stated in i BNI Letter No.
LMC22.5120R dated June 8, 2017 regarding Approval on Change of Credit Facility Terms; Ii BNI Letter No. LMC22.5121R dated June 8, 2017 regarding Approval on Change of Credit Facility Terms;
iii Exim Letter No. BS.0090PBS042017 dated April 28, 2017 regarding the Agreement on the Amendment of Terms and Conditions and iv Exim Letter No. BS.0291PBS122016 dated December 5,
2016.
14. Insurance
