CONTINUING CORPORATE GUARANTEE
Number :____
On this day, Monday, dated the fifteenth day of April two
thousand and two (15-04-2002).
Appeared before :
Doktor Haji _____, Sarjana Hukum, Specialis Notariat in the
execution of State's duty as a Notary, Public Official in
Jakarta, to ratify this deed in the presence of the
witnesses whose names will be mentioned at the closing part
of this deed :
1. Mister THOMAS MINTARJA GANI, private person, residing
in Jakarta Selatan, Jalan Hang Lekir VII, nomor 90 B,
Rukun Tetangga 006, Rukun Warga 006, Kelurahan Gunung,
Kecamatan Kebayoran Baru;
-according to his statement in this matter acting as
President Director, and as such for and on behalf of
the limited liability company PT. GALIC BINA MADA,
domiciled in Jakarta, (herinafter also referred to as
the "GUARANTOR"),which articles of association and its
amendments have been consecutively announced in :
-the deed dated twelfth day of August one thousand nine
hundred and seventy one (12-08-1971) number 19, altered
by the deed twenty third day of March one thousand nine
hundred and seventy two(23-03-1972), number 37, both
passed before Koerniatini Karim, Notary in Jakarta, the
Articles of Association in which has been obtained
approval from Minister of Justice of the Republic of
Indonesia in his Decree number : J.A.5/63/25, dated the
twenty ninth day of April one thousand nine hundreds
and seventy two (29-04-1972), and has been announced in
the State Gazette of the Republic of Indonesia dated
the seventh day of November one thousand nine hundred
and seventy two (07-11-1972), number 89, Supplement
number : 419, ----
- and finally altered by the deed dated the fourth day
of January two thousand and two (04-01-2002), number 4,
passed before Tjoa Karina Juwita, Sarjana Hukum, Notary
in Jakarta. -----------------------------------
- and for the legal transactions mentioned in this
deed, the approval has been obtained from ------------
a. the Commissioner of the Company, namely SRI
HERLINAWATY GANI, who also appear before Notary to
give assignment in this deed as her approval.-
b. The Extraordinary General Meeting of Shareholders,
as describe in the deed of Resolution of Meeting,
dated today, number 34, passed before Notary.
---------------------------
The appearers each acting in their abovementioned capacities
hereby firstly declare as follows : ------------
- that based on "Loan Agreement and its amendments", as
consecutively describe in : -------------------------------
1. Number _____, dated _____ and had been legalized by me,
Notary, under number ______, dated _____; --------
2. Number _____, dated _____ and had been legalized by me,
Notary, under number ______, dated _____; --------
3. Number _____, dated _____ and had been legalized by me,
Notary, under number ______, dated _____; --------
4. Number _____, dated _____ and had been legalized by me,
Notary, under number ______, dated _____; --------
5. Number _____, dated _____ and had been legalized by me,
Notary, under number ______, dated _____; --------
6. Number _____, dated _____ and had been legalized by me,
Notary, under number ______, dated _____; --------
7. Number _____, dated _____ and had been legalized by me,
Notary, under number ______, dated _____; --------
has been entered into by and between the limited liability
company PT. MULTIKIMIA INTIPELANGI, domiciled in Jakarta, -
(hereinafter also referred to as the " Borrower ") and the
Joint Venture Bank "PT. ANZ PANIN BANK", domiciled in
Jakarta (hereinafter also referred to as the " B a n k "),
("Loan Agreement" together with its amendments, additions,
extensions and renewals thereto hereinafter also referred to
as the "Agreement"); -----------------------------------
- that pursuant to the provisions of the abovementioned
Agreement, the Guarantor shall have to issue a continuing,
irrevocable and unconditional guarantee in favour of the
Bank; -----------------------------------------------------
- that the Guarantor agrees to give said guarantee under the
terms and conditions mentioned below. -----------------
- Now therefore, in connection with the abovementioned
statements, the Guarantor hereby irrevocably and
unconditionally guarantees and warrants to make full payment
to the Bank at first demand of the Bank to the Guarantor,
all the amounts of money now or from time to time payable by
the Borrower to the Bank under the Agreement including but
not limited to the principal amount, interest, cost,
expenses, fees, damages or any other Financial Indebtedness
as defined in the Agreement and this guarantee is given by
the Guarantor to the Bank under the terms and conditions set
forth below.------------
------------------------ Article 1 ------------------------
Unless the context requires otherwise : -------------------
a. terms and expressions defined in the Agreement have the
same meanings when used in this Guarantee; -------
b. the expressions "the Guarantor" and "the Bank" shall
where the context permits include their respective
successors, personal representatives and permitted
assignee; --------------------------------------------
c. words importing the singular include the plural and
vice versa and words importing a gender include every
gender; references to this Guarantee or the Agreement
shall be contrued as references to such document as
the same may be amended or supplemented from time to
time; ------------------------------------------------
d. article headings are inserted for reference only, and
shall be ignored in construing this Guarantee.--------
--------------------------- Article 2 ---------------------
This Guarantee shall not be deemed as fulfilled by the
payment or settlement of any part of the amount of money
owed and payable by the Borrower to the Bank under the
Agreement but shall be a Continuing Guarantee and shall
cover any amount or amounts outstanding in the Agreement at
any time due from the Borrower to the Bank under the
Agreement and/or because of whatsoever reason.-------------
--------------------------- Article 3 ---------------------
A certificate in writing from an officer or agent of the
Bank regarding the total amount of money at any time due
from the Borrower to the Bank and payable by the Borrower to
the Bank under the Agreement shall constitute conclusive and
binding evidence in all respect against the Guarantor before
all courts and-/or at any place.
---------------------------------------------- Article 4
---------------------
The Bank and the Borrower shall be free without any further
consent of the Guarantor and without affecting the rights of
the Bank under this Guarantee against the Guarantor to
terminate the facility to the Borrower at any time under the
Agreement and/or to abstain from perfecting other securities
and/or guarantees being held by the Bank or hereafter to be
held by the Bank and/or to abstain from obtaining any other
securities and/or guarantees in any way whatsoever and/or to
release any other securities and/or guarantees in any way
whatsoever and/or to grant relief as to the time of payment
and/or to compromise and/or to make other agreements with
the Borrower or any other party related to other securities
of other guarantees which are or will be held by the Bank.
------------------------------
-------------------------- Article 5 ----------------------
This guarantee shall be in addition to the security and
shall not in any way be prejudiced or affected by any other
security or guarantee now held or hereafter to be held by
the Bank for all or part of the amounts of money secured
with this Guarantee. --------------------------------------
- And also any other guarantees granted by the Guarantor in
favour of the Bank shall not in any way be prejudiced or
affected by this guarantee. -------------------------------
------------------------ Article 6 ------------------------
This guarantee shall be applicable to the ultimated balance
that become due and payable by the Borrower to the Bank
under the Agreement and until all the said amounts have been
fully paid, the Guarantor shall not be entitled as against
the Bank to any right of surety and/or to discharge its
liability in respect of all amounts of money indebted by the
Borrower to the Bank, unless and until the ultimate balance
shall have first been completely discharged and
satisfied.-------------------------------------------------
- The Bank shall be granted irrevocable power of attorney by
the Guarantor to perform without any exception against the
Borrower any and all the rights to which the Guarantor under
article 1402 sub article 3, juncto article 1840 of the
Indonesian Civil Code is entitled to perform and to use all
the amounts of money received by virtue of this power of
attorney to repay all the amounts of money owed and payable
by the Guarantor under this Guarantee. ------------
------------------------- Article 7 -----------------------
The Guarantor hereby waives in favour of the Bank all or any
of its rights and privileges against the Bank and especialy
waives the provisions in article 1430, 1831, 1833, 1837,
1843 and 1847 through 1849 of the Indonesian Civil Code.
-----------------------------------------------
------------------------- Article 8 -----------------------
A. All payments whatsoever whether of principal, interest
or in respect of any other sums whatsoever to be made
by the Guarantor hereunder to the Bank shall be made in
the same currency as stipulated in the Agreement.
B. If any sums becomes due for payment hereunder on a day
which is not a Banking Day, such payment shall be made
on next succeeding Banking Day or if the next Banking
Day falls within another calendar month, then on the
immediate preceding Banking Day interest shall be
adjusted accordingly.
C. All payment to be made by the Guarantor hereunder
shall be made to the account of the Borrower with the
Bank at BNI Building, 17th Floor, Jalan Jenderal
Sudirman, Kaveling 1, Jakarta Pusat, or to such other
account or accounts as the Bank shall from time to time
stipulate in writing to the Guarantor.
------------------------- Article 9 -----------------------
A. All payment hereunder by the Guarantor whether of
principal or interest or otherwise shall be full and
free and clear of and without deduction for or on
account of any income or other taxes, duties, levies,
imposts, fees, charges, deductions or withholdings of
any nature whatsoever now or hereafter imposed by the
Republic of Indonesia or any other nation, state or
jurisdiction or any political subdivision or taxing
authority thereof or therein. ------------
B. Alternatively should any such payment hereunder be
made subject to any such income or other tax, levy,
impost, duty, fee, charge, deduction or withholding
whatsoever as reffered to in sub article A above, the
Guarantor shall pay to the Bank such additional
amount as may be necessary to enable the Bank to
receive the net amount equal to the full amount due
hereunder and the Guarantor shall indemnify and save
harmless the Bank by payment in cash immediately upon
demand from and against all taxes, levies, impost,
duties, fees, charges, deductions or withholdings
aforesaid or the consequences thereof with respect to
this guarantee and the transactions herein
comtemplated. ---------------------------------------
C. Any additional amount due from the Guarantor under
this article shall be due as a separate obligation
and shall not be affected by judgement being obtained
for any other sums due under or in respect of this
Guarantee. ------------------------------------------
---------------------- Article 10 -------------------------
The Guarantor hereby represents and warants that : --------
a. the Guarantor is a company duly organized and existing
under and by virtue of the laws of the Republic of
Indonesia; -------------------------------------------
b. this Guarantee as executed and delivered constitute
the legal, valid and binding obligations of the
Guarantor enforceable in accordance with their
respective terms and none of these terms or any of the
procedures contemplated by any of the provisions
hereof is in contravention of or is illegal, void,
voidable, prohibited or unenforceable under the laws
of the Republic of Indonesia; ------------------------
c. the obligation of the Guarantor under this Guarantee
constitute the direct unconditional, unsecured and
general obligation of the Guarantor and rank at least
pari passu with all existing and future outstanding
and other obligations owed, given and incurred by the
Guarantor; -------------------------------------------
d. neither the execution nor delivery of this Guarantee
nor the transactions herein contemplated, nor
compliance with the terms, conditions and stipulations
hereof will : ----------------------------------------
1. contravene any provision of any laws, statute,
decree, rule, regulation to which the Guarantor
is subject or any judgement, franchise, order
or permit applicable to the Guarantor; --------
2. conflict or inconsistent with or result in any
breach of any of the terms, covenants,
conditions or provisions of or constitute a
default under or result in the creation or
imposition of any lien, security, interest,
charge or encumbrance upon any of the property
or assets of the Guarantor pursuant to the
terms and any indenture, hypothec, deed of
trust, agreement or other instruments to which
the Guarantor is a party or subject or by which
the Guarantor or its assets may be bound; or –
3. cause any limit or restriction on borrowing or
charging of the Guarantor (whether imposed by
statute, regulation, agreement or otherwise to
be exceeded or contravened); ------------------
e. the Guarantor has obtained or will obtain as the case
may be, every consent, approval of or exemption by any
governmental or public body or authority required to
authorize or required in connection with the
execution, delivery and performance of this Guarantee
and of any of the certificates, instruments or
agreements herein referred to or the taking of any
action hereby contemplated; --------------------------
f. to the best of the knowledge, information and belief
of the Guarantor, the Guarantor is not in default
under any agreement to which the Guarantor is the
party or subject and no action, suit, proceeding,
litigation or administrative proceeding before any
court, board of arbitration or administrative body
presently in course of pending or threatened, which
default litigation or proceeding would have an adverse
effect on the business, assets or financial condition
of the Guarantor, which terms bring into question the
validity of this Guarantee; --------------------------
g. that as of the date of this deed, the articles of
association of the Guarantor were published in the
deed dated twelfth day of August one thousand nine
hundred and seventy one(12-08-1971) number 19, -------
- altered by the deed twenty third day of March one
thousand nine hundred and seventy two (23-03-1972),
number 37, both passed before Koerniatini Karim,
Notary in Jakarta, the Articles of Association in
which has been obtained approval from Minister of
Justice of the Republic of Indonesia in his Decree
number : J.A.5/63/25, and has been announced in the
State Gazette of the Republic of Indonesia dated the
seventh day of November one thousand nine hundred and
seventy two (07-11-1972), number 89, Supplement number
: 419,
------------------------------------------------ and
finally altered by the deed dated the fourth day of
January two thousand and two (04-01-2002), number 4,
passed before Tjoa Karina Juwita, Sarjana Hukum,
Notary in Jakarta. -----------------------------------
h. that at the day and date of this deed, the
compositions of the members of the Board of Directors
and the Board of Commissioners of the Guarantor are as
follows: ---------------------------------------------
I. The Board of Directors :-------------------------
- President Director :
- Director :
II. The Board of Commisioners :------------------
- President Commissioner :
- Commissioner :
and there are no other person(s) and/or party(ies)
appointed and/or elected as member of the Board of
Directors and/or the Board of Commissioners of the
Guarantor. -------------------------------------------
i. that at the day and date of this deed, the compositions
of the shareholders of the Guarantor are as follows :
-----------------------------------------
1. –
2. –
3. –
4. –
5. –
6. –
7. –
8. –
- and there are no other person(s) and/or party(ies) as the
owner of shares of the Guarantor.--------------------------
--------------------- Article 11 --------------------------
The Guarantor hereby binds and strengthens itself for the
Borrower by virtue of article 1316 of Indonesian Civil Code
and agrees to indemnify the Bank and pay upon demand of the
Bank for as long as the Borrower is indebted in any amount
whatsoever to the Bank under the Agreement, compensation to
the Bank, for damages incurred by the Bank caused by non
performance of or non payment by the Borrower under the
Agreement for any reason whatsoever, including but not
limited to the following reasons :-------------------------
a. defect in the documentation related to the Agreement
under the laws and other regulations having the force
of law; or--------------------------------------------
b. any person acting on behalf of the Guarantor were not
being properly authorized; or-------------------------
c. the Agreement or any documents made in connection
therewith has not been entered into or made by properly
authorized persons; or-----------------------
d. any incomplateness or incorrectness in other
documentation, and the Guarantor undertakes irrevocably
to pay forthwith and immediately upon demand of the
Bank, such compensation which shall be equivalent to
the total debt of the Borrower and without the prior
written consent of the Bank, this Guarantee shall not
be revoked by the Guarantor by any means whatsoever.
------------------------------------
- For this indemnification, article 1821 of the Indonesian
Civil Code shall not be applicable.------------------------
------------------------- Article 12 ----------------------
The powers of attorney granted in this deed to the Bank
constitute integral and important parts of this deed without
which this deed would not have been made, therefore the said
powers of attorney cannot be revoked and shall not terminate
for any reason whatsoever including the reasons mentioned in
articles 1813, 1814 and article 1816 of the Indonesian Civil
Code.-------------------------------------
- The Guarantor agrees and accepts now as well as for the
future, the terms and condition of the Agreement and the
Guarantor hereby agrees and/or that the Bank is entitled to
make any amendments and/or addenda to the Agreement without
affecting the Guarantor's obligations hereunder.-----------
- This Guarantee shall be governed by and construed in all
respect in accordance with the laws of the Republic of
Indonesia and the Guarantor acknowledges that the Bank is at
liberty to initiate and take actions or proceeding or
otherwise against the Guarantor in Jakarta or elsewhere as
the Bank deems fit and the Guarantor hereby irrevocably
submits to the non-exclusive jurisdictions of the Court of
Central Jakarta (Kantor Panitera Pengadilan Negeri Jakarta
Pusat), and elsewhere as the Bank shall initiate or take
actions or proceedings. -----------------------------------
- Any notice or demand under this Guarantee shall be deemed
as to have been given properly to the Guarantor by sending
the said notice or demand by post to the Guarantor at the
following address :----------------------------------------
- PT. GALIC BINA MADA,
Jalan
Phone : (
Facsimile :
unless prior written notice of change of address has been
given to the Bank. ----------------------------------------
The notice to the Guarantor from the Bank shall be deemed as
received 48 (forty eight) hours after having been posted and
shall be sufficient if signed by the officer or agent of the
Bank and in providing such service the demand has been
addressed properly and entered into the post office.-- - Now
also appears before me, Notary, in the presence of the same
witnesses : --------------------------------------
-mister SCOTT ARMSTRONG, holder of Australian Passport
number E7014509, temporarily residing in Panin Bank Centre,
2nd Floor, Jalan Jenderal Sudirman (Senayan), Jakarta 10270,
----------------------------------------------------
-according to his statement in this matter acting as the
President Director of and as such for and on behalf of P.T.
ANZ. PANIN BANK, domiciled in Jakarta ("BANK"). -----------
The appearer acting in his abovementioned capacity declares
that he agrees and accepts the guarantee set forth
hereinabove for and on behalf of the Bank.
------------------- IN WITNESS WHEREOF --------------------
This deed has been drafted as minutes and executed in
Jakarta, on this day and date mentioned at the opening part
of this deed, in the presence of Mister SYAIFUDDIN ZUHRI,
Sarjana Hukum, and Mister FRANCISCUS PIRAN, Sarjana Hukum,
both assistant of the Notary, residing in Jakarta, as
witnesses. ------------------------------------------------
This deed having been read out by Notary to the appearers
and witnesses, is signed immediately by the appearers, the
witnesses and me, Notary.-------¬--------------------------
Executed with one deletion and one substitution. ----------
This original deed is signed properly. --------------------
Given as true copy.
Notary as a Public
Official in Jakarta.