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Continuing Corporate Guarantee Overview

This document is a continuing corporate guarantee between PT. GALIC BINA MADA as the guarantor and PT. ANZ PANIN BANK as the bank. It guarantees payment to the bank for any amounts owed by PT. MULTIKIMIA INTIPELANGI to the bank under various loan agreements. The guarantee is irrevocable, unconditional and covers principal, interest, fees and other financial obligations. It will remain in effect until full payment of all amounts owed under the agreements.

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0% found this document useful (0 votes)
217 views19 pages

Continuing Corporate Guarantee Overview

This document is a continuing corporate guarantee between PT. GALIC BINA MADA as the guarantor and PT. ANZ PANIN BANK as the bank. It guarantees payment to the bank for any amounts owed by PT. MULTIKIMIA INTIPELANGI to the bank under various loan agreements. The guarantee is irrevocable, unconditional and covers principal, interest, fees and other financial obligations. It will remain in effect until full payment of all amounts owed under the agreements.

Uploaded by

Muhammad Dafis
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd

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.

Common questions

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The terms 'irrevocable and unconditional' mean that the guarantee cannot be withdrawn or modified by the Guarantor, nor is it subject to any conditions. This ensures that the Bank’s rights to claim payment from the Guarantor are assured, providing a high degree of certainty and protection against non-performance by the Borrower under the loan agreement .

Section 10D specifies that the Guarantee will not contravene any laws or regulations applicable to the Guarantor. Any contravention of statutory regulations could void or impair enforceability of contractual obligations. Therefore, avoidance of statutory breaches is crucial to maintaining the guarantee’s valid, binding nature under law .

For PT. GALIC BINA MADA to act as a guarantor, the company needed approval from its Commissioner, Sri Herlinawaty Gani, who appeared before the Notary to give her approval, and from the Extraordinary General Meeting of Shareholders as described in the deed of Resolution of Meeting. Additionally, their Articles of Association and any amendments have to be registered and announced, which they did, as reflected in the histories provided from August 12, 1971, to January 4, 2002 .

Article 8A mandates that all payments by the Guarantor must be in the currency specified in the Agreement, which protects the Bank from foreign exchange risk. Article 8B stipulates that if payments become due on a non-banking day, the payment should be made on the next banking day or on the immediately preceding day if the next banking day falls in a different calendar month, ensuring timely settlement and interest adjustments .

Article 2 establishes that the Guarantee is a Continuing Guarantee, implying it remains in force despite partial payments or settlements by the Borrower and shall cover outstanding amounts over time. This continuity protects the Bank by ensuring all forms of financial exposure under the loan agreement are consistently backed by the Guarantor, preventing premature discharge of the Guarantor's obligations .

Article 3 allows the Bank to produce a written certificate that states the total amount owed by the Borrower, which serves as conclusive and binding evidence against the Guarantor in any legal setting. This provision strengthens the Bank's position by simplifying enforcement processes, as the onus of proof regarding the amount due is made significantly easier for the Bank .

Article 5 dictates that the guarantee provided is in addition to existing securities and will not be affected by them, nor will any other guarantees affect this one. It also specifies that the guarantee is not prejudiced by the existence or absence of other securities. Thus, the Guarantor remains fully liable under this guarantee regardless of other securities the Bank holds .

The Guarantor waives specific rights, such as those in Articles 1430, 1831, 1833, 1837, 1843, and the series 1847-1849 of the Indonesian Civil Code, to simplify enforcement actions and affirm the irrevocable and unconditional nature of their obligations. This waiver eliminates potential defenses against the Bank, implying a higher risk accepted by the Guarantor but facilitating smoother transactions and legal processes for the Bank .

The power of attorney enables the Bank to exercise rights against the Borrower and use recovered funds to settle amounts owed without needing further authorization from the Guarantor. This creates an efficient recovery mechanism. The Guarantor is limited in that they cannot claim discharge of liabilities until the Borrower's debt is fully paid, emphasizing the personal liability and commitment of the Guarantor to ensure full repayment .

Article 10B ensures that the Guarantee constitutes legal, valid, and enforceable obligations of the Guarantor. This is critical under Indonesian law as it assures the Bank that the Guarantee's terms are binding and can be enforced through legal proceedings if necessary, bolstering the Bank's security in the agreement .

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