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No. Subject
Description
Covenants and Encumbrances
For as long as the Debtor has payment obligations to the Creditor, then, the Debtor is prohibited from conducting the following without prior written consent from the Creditor:
1. Conducting a merger or acquisition, except if required under government policy.
2. Conducting sales or transfers of or relinquishing rights over the Debtor’s assets,
except if carried out in the normal course of business or if required under government policy.
3. Obtaining new debts resulting in the Debtor being indebted directly or indirectly,
except if carried out in the normal course of trade transactions. 4.
Expanding or restricting the Debtor’s business; 5.
Using the Credit Facilities set out in the Agreement other than for the purpose of Credit Facilities set out in Article 5 of this Agreement.
6. Filing a petition andor commissioning other parties to file a petition for bankruptcy or
suspension of debt payment obligation before the court of law. 7.
Selling or transferring in any way whatsoever or releasing a portion or all of the Debtor’s assets, except if carried out in the Debtor’s normal course of business.
8. Entering into transactions with any party, not exclusively limited to the Debtor’s
affiliated companies, in a manner inconsistent with common trade practices. 9.
Lending money to any party whatsoever, including but not limited to its affiliated companies, except if carried out in the Debtor’s normal course of business.
10. Transferring a portion or all the Debtor’s rights andor liabilities over credit facilities to other parties.
11. Conducting a business consolidation, making capital investments or acquiring shares of other companies;
12. Amending the Debtor’s Articles of Association or changing the Debtor’s status; 13. Distributing dividends or profit shares in any form whatsoever in any amount
whatsoever to its shareholders, except if carried out in order to increase the Debtor’s capital structure.
14. Changing or allowing its capital structure to be changed. 15. Changing the composition of the Debtor’s shareholders andor the Debtor’s
management Board of Commissioners andor Directors. 16. Acting as a guarantor or surety in any form or under any name whatsoever andor
guaranteeing or pledging the Debtor’s assets as collateral to other parties. 17. Entering into any commitment that may cause any impediment to the Debtor’s ability
to meet its obligations to the Creditor. Unilateral Termination
NA Governing Laws
This agreement is subject to and construed with the prevailing laws in the Republic of Indonesia.
Dispute Settlement South Jakarta District Court in Jakarta.
The Parties 1. BNI Bank; and
2. Interkraft Debtor.
Object of the Agreement
Working Capital Credit, Investment Credit and Export Bill Negotiation Facilities. The Principal and
Interest of the Credit Facility
The Amount of Facility a.
Working Capital Facility: up to a maximum of Rp97,000,000,000.- b.
Investment Credit Facility: up to a maximum of Rp112,000,000,000.- c.
Export Bill Negotiation Facility: up to a maximum of USD5,000,000.00 d.
Working Capital Facility New: up to a maximum of Rp78,000,000,000.- Interest of the Facility
11.0 per annum. Term and Extension
e. Investment Credit Facility: up to June 16, 2022;
f. Working Capital Credit Facility: up to December 19, 2017;
Collateral a.
2 plots of land and the plants and warehouse thereon located in Rajawali Industri, Betro Village, Sedati District, Sidoarjo Regency, East Java, under the name of
Interkraft.
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No. Subject
Description
b. 55 plots of land and the plants and offices therefore, which constructions are in
progress, and other equipment, machinery and equipment therein, located at Jl. Jombang Km.11, Dradahlumbing Village, East Java, under the name of Interkraft;
c. Inventory as of September 30, 2016.
Assignment Any assignment of Credit Agreement requires the Bank’s written approval.
Covenants and Encumbrances
For as long as Interkraft has not fully paid its debts andor the use of Facilities is not completed, Interkraft is prohibited from conducting any of the following without the Bank’s
written consent: a.
Conducting a merger, or consolidation with other companies. b.
Conducting an acquisitiontakeover of assets owned by third parties. c.
Changing Interkraft’s shareholder composition. A change of management composition solely for administrative purposes shall only require notification to the
Bank. d.
Making capital investment or acquiring shares of other companies; e.
Allowing any other party to use Interkraft for the other party’s business activities. f.
Changing the legal form and status of the company, amending its Articles of Association except to increase the company’s capital, or transferring the receipts of
payment of shares or the company’s shares among shareholders or other parties resulting in a change of ultimate shareholder.
g. Paying all or a portion of the company’s debts to shareholders andor affiliated
companies that have not or have been assigned as a Sub-Ordinated Loan to the Bank’s Credit Facilities.
h. Extending loans to any party whatsoever, including shareholders, except if such
loans are extended in the course of trade transactions that are directly related to Interkraft’s business.
i. Obtaining new credit facilities from other banks or other financial institutions
including bond issue. j.
Obtaining lease facilities from any leasing company or making investments inacquire fixed assets in a sum exceeding 10.0 of the company’s total assets.
k. Using the funds for purposes other than the business activities financed by the credit
facilities from the Bank. 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 or pledging assets that have been pledged as collateral by Interkraft 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 or filing a petition for bankruptcy. r.
Conducting interfinancing among its business group, unless this is carried out 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: g.
Entering into or canceling contracts or agreements that have a significant impact on IKF with other parties andor affiliates, which may affect IKF’s business
activities. h.
Entering into any cooperation that may have a negative impact on IKF’s business activities and may threaten IKF as a going concern.
i. Entering into any transaction with other parties, whether individual or
enterprise, including but not limited to its affiliated companies, in manners that are 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 IKF’s rights and obligations that arise
from the Credit Agreements andor Collateral documents to other parties. Waiver for negative
covenants and In connection with the negative covenants of PT Bank Negara Indonesia Persero Tbk as
disclosed above, the Company has obtained written approval from PT Bank Negara
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No. Subject
Description
charges Indonesia Persero Tbk No. LMC22.5 354R dated April 25, 2017 see Note 30 for the
distribution of dividend. Unilateral Termination
NA Governing Laws
Laws of the Republic of Indonesia Dispute Settlement
Central Jakarta District Court 3.
Title of Agreement Additional Credit Facility Approval Letter No. LMC22.5054R dated March 2, 2017.
The Parties 1.
BNI the Bank; and
2. Intertrend the Debtor.
Object of the Agreement
Working Capital Credit Facility and Term-Loan Working Capital Credit Facility The facilities shall be used for the following purposes:
j. Additional working capital for the furniture industry business, including the takeover
of Intertrend’s credit facilities from HSBC, up to a maximum of Rp85,000,000,000.00 and USD 7,000,000.00;
k. Additional working capital for the furniture industry business, including the takeover
of Intertrend’s credit facilities from HSBC, up to a maximum of USD 2,500,000.00; The Principal and
Interest of the Credit Facility
The Amount of Facility l.
Working Capital Facility: up to a maximum of Rp190,000,000,000.- m.
Term Loan Working Capital Credit Facility: up to a maximum of Rp35,000,000,000.- n.
Working Capital Facility: up to a maximum of Rp15,000,000,000.- Interest of the Facility
11.0 per annum. Term and Extension
o. Working Capital Credit Facility: up to December 19, 2017; and
p. Term Loan Working Capital Credit Facility: 36 months commencing on the signing
date of the Credit Agreement. Collateral
NA Assignment
Any assignment of Credit Agreement requires the Bank’s written approval. Covenants and
Encumbrances For as long as Intertrend has not fully paid its debts andor the use of Facilities is not
completed, Intertrend is prohibited from conducting any of the following without the Bank’s written consent:
a. Conducting a merger, or consolidation with other companies.
b. Conducting an acquisitiontakeover of assets owned by third parties.
c. Changing Intertrend’s shareholder composition. A change of management
composition solely for administrative purposes shall only require notification to the Bank.
d. Making capital investment or acquire shares of other companies;
e. Allowing any other party to use Intertrend for the other party’s business activities.
f. Changing the legal form and status of the company, amending its Articles of
Association except to increase the company’s capital, transferring the receipts of payment of shares or the company’s shares among shareholders or other parties
resulting in a change of ultimate shareholder.
g. Paying all or a portion of the company’s debts to shareholders andor affiliated
companies that have not or have been assigned as a Sub-Ordinated Loan to the Bank’s Credit Facilities.
h. Extending loans to any party whatsoever, including shareholders, except if such
loans are extended in the course of trade transactions that are directly related to Intertrend’s business.
i. Obtaining new credit facilities from other banks or other financial institutions
including bond issue. j.
Obtaining lease facilities from any leasing company or making investments in or acquiring fixed assets in a sum exceeding 10.0 of the company’s total assets.
k. Using the fund for purposes other than the business activities financed by the credit
facilities from the Bank.
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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.
